IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., Debtors.

) ) ) ) ) ) )

Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

Hearing Date: May 31, 2012 at 11:00 a.m. (ET) Objection Deadline: May 29, 2012 at 10:00 a.m. (ET)

DEBTORS MOTION FOR ENTRY OF AN ORDER APPROVING (I) THE DISCLOSURE STATEMENT; (II) PROCEDURES FOR THE SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT THE DEBTORS CHAPTER 11 PLAN; AND (III) RELATED NOTICE AND OBJECTION PROCEDURES The above-captioned debtors and debtors in possession (the Debtors) hereby move (this Motion) the Court for the entry of an order substantially in the form of the proposed order submitted with this Motion approving: (1) the Disclosure Statement for the Joint Liquidating Plan of FastShip Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (as may be amended, the Disclosure Statement); (2) procedures for the solicitation and tabulation of votes to accept or reject Joint Liquidating Plan of FastShip Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (as may be amended, the Plan); and (3) related notice and objection procedures. respectfully state as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. In support of this Motion, the Debtors

This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2.

1

Venue is proper pursuant to 28 U.S.C. 1408 and 1409.

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS)) and Thornycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

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3.

The statutory and rule based predicates for the relief requested herein are sections

1125, 1126 and 1128 of the Bankruptcy Code, Bankruptcy Rules 2002, 3017, 3018, and 3020, and Rules 2002-1 and 3017-1 of the Local Rules for the United States Bankruptcy Court for the District of Delaware (the Local Rules). PRELIMINARY STATEMENT 4. 5. On May 4, 2012, the Debtors filed the Plan and the Disclosure Statement. By this Motion, the Debtors request that the Court establish the following dates

with respect to the approval of the Disclosure Statement and the confirmation of the Plan: a. b. c. d. e. f. 6. May 31, 2012: June 25, 2012: June 25, 2012: June 27, 2012: June 27, 2012: June 28, 2012: Voting Record Deadline. Deadline for submission of ballots to accept or reject the Plan. Deadline to file objections to the Plan. Deadline for Debtors to file a consolidated reply to any objections to the Plan. Deadline for Debtors to file report on Plan voting. Confirmation hearing.

The Debtors believe that this proposed timeline is appropriate under the

circumstances and will provide creditors and parties in interest with sufficient notice and adequate time to review the Plan and the Disclosure Statement, to be informed about the proposed liquidation process, and determine, whether to vote to accept or reject the Plan. In addition, it will allow the Debtors to resolve this chapter 11 case expeditiously, minimizing further administrative restructuring costs, and maximizing value for the benefit of all creditor and equity interest constituencies described in the Plan.

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7.

The Debtors further assert that the Disclosure Statement provides adequate

information as required by section 1125 of the Bankruptcy Code, and that the solicitation materials for which the Debtors seek approval hereby will provide for proper solicitation of votes on the Plan as contemplated by the Bankruptcy Code, Bankruptcy Rules and the Local Rules. BACKGROUND 8. On March 20, 2012 (the Petition Date), the Debtors each commenced a voluntary

case (each a Bankruptcy Case or collectively, the Bankruptcy Cases) by filing petitions for relief under chapter 11 of the Bankruptcy Code. Since the Petition Date, the Debtors have continued in possession of their properties and continued to operate their respective businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or committee of creditors has yet been appointed in the Bankruptcy Cases. 9. The factual background relating to the Debtors commencement of the Bankruptcy

Cases is set forth in detail in various first day motions of the Debtors. 10. Contemporaneously with the filing of this Motion, the Debtors filed the Plan and

Disclosure Statement. RELIEF REQUESTED 11. By this Motion and pursuant to sections 105, 502, 1125, 1126 and 1128 of the

Bankruptcy Code and rules 2002, 3017, 3018 and 3020 of the Bankruptcy Rules, the Debtors seek the entry of an order (the Approval Order, attached hereto as Exhibit A) approving: (a) the Disclosure Statement; (b) procedures for the solicitation and tabulation of votes to accept or reject the Plan; and (c) related notice and objection procedures.

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ARGUMENT I. The Disclosure Statement Contains Adequate Information and Should Be Approved 12. The Debtors request that the Disclosure Statement be approved as providing

adequate information within the meaning of section 1125 of the Bankruptcy Code. Under section 1125 of the Bankruptcy Code, a debtor must provide its creditors and interest holders with adequate information regarding the debtors proposed plan of reorganization: [A]dequate information means information of a kind, and in sufficient detail, as far as is reasonably practicable in light of the nature and history of the debtor and the condition of the debtors books and records...that would enable such a hypothetical investor of the relevant class to make an informed judgment about the plan .... [I]n determining whether a disclosure statement provides adequate information, the court shall consider the complexity of the case, the benefit of additional information to creditors and other parties in interest, and the cost of providing additional information . . . . 11 U.S.C. 1125(a)(1). In evaluating whether a disclosure statement provides adequate

information, courts adhere to Section 1125 of the Bankruptcy Codes instruction that making this determination is a flexible exercise based on the facts and circumstances of each case. See Oneida Motor Freight, Inc. v. United Jersey Bank, 848 F.3d 414, 417 (3d Cir. 1988) (From the legislative history of 1125 we discern that adequate information will be determined by the facts and circumstances of each case); First Am. Bank of New York v. Century Glove, Inc., 81 B.R. 274, 279 (D. Del. 1988) (noting that adequacy of disclosure for a particular debtor will be determined based on how much information is available from outside sources). 13. Courts, including those within the Third Circuit, acknowledge that determining

what constitutes adequate information for the purpose of satisfying Section 1125 of the Bankruptcy Code resides within the broad discretion of the court. See, e.g., Texas Extrusion Corp. v. Lockheed Corp. (In re Texas Extrusion Corp.), 844 F.2d 1142, 1157 (5th Cir. 1988) (The 4

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determination of what is adequate information is subjective and made on a case by case basis. This determination is largely within the discretion of the bankruptcy court); In re PC Liquidation Corp., 383 B.R. 856, 865 (E.D.N.Y. 2008) (The standard for disclosure is, thus, flexible and what constitutes adequate disclosure in any particular situation is determined on a case-by-case basis, with the determination being largely within the discretion of the bankruptcy court); In re River Village Associates, 181 B.R. 795, 804 (E.D. Pa. 1995) (same); In re Phoenix Petroleum Co., 278 B.R. 385, 393 (Bankr. E.D. Pa. 2001) (same); In re Lisanti Foods, Inc., 329 B.R. 491, 507 (Bankr. D. N.J. 2005) (same). This grant of discretion was intended to permit courts to tailor the

disclosures made in connection with a plan of reorganization to facilitate the effective reorganization of debtors in a broad range of businesses and circumstances. 14. Accordingly, the determination of the adequacy of information in a disclosure

statement must be made on a case-by-case basis, focusing on the unique facts and circumstances of an individual case. Courts generally examine the following elements, among others, when

evaluating whether a disclosure statement contains, if applicable, the following types of information: a. b. c. d. the circumstances that gave rise to the filing of the bankruptcy petition; a complete description of the available assets and their value; the source of the information provided in the disclosure statement; a disclaimer, which typically indicates that no statements or information concerning the debtor or its assets or securities are authorized, other than those set forth in the disclosure statement; the financial condition and performance of the debtor while in chapter 11; information regarding claims against the debtors estate; a liquidation analysis identifying the estimated return that creditors would receive if the debtors bankruptcy case were a case under chapter 7 of the Bankruptcy Code; 5

e. f. g.

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h. i. j. k. l. m.

the accounting and valuation methods used to produce the financial information in the disclosure statement; information regarding the future management of the debtor; a summary of the plan of reorganization; an estimate of all administrative expenses, including attorneys fees and accountants fees; the collectability of any accounts receivable; any financial information, valuations or pro forma projections that would be relevant to creditors determinations of whether to accept or reject the plan of reorganization; information relevant to the risks being taken by the creditors and interest holders; the existence, likelihood and possible success of non-bankruptcy litigation; and the relationship of the debtor with its affiliates.

n. o. p.

See, e.g., In re Scioto Valley Mortgage Co., 88 B.R. 168, 170-71 (Bankr. S.D. Ohio 1988). 15. The Disclosure Statement contains ample information with respect to the topics

identified above, including information with respect to: (a) a summary of the terms of the Plan; (b) the circumstances leading up to the filing of the Bankruptcy Cases; (c) information regarding the Claims against the Estate; (d) information regarding the structure of the Liquidating Trust; (e) a description of claims to be asserted by the Liquidating Trust and Fastship, LLC, the entity which will hold the IP Litigation (as defined in the Plan); (f) the method and timing of distributions under the Plan; (g) a liquidation analysis identifying the estimated return that creditors would receive if the Debtors Bankruptcy Cases were cases under chapter 7 of the Bankruptcy Code; and (h) appropriate disclaimers regarding the Courts approval of information only as contained in the Disclosure Statement. Accordingly, the Disclosure Statement contains adequate information

within the meaning of section 1125 of the Bankruptcy Code. 6

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II.

The Solicitation Procedures Should Be Approved A. 16. Establishment of a Voting Record Date Bankruptcy Rule 3017(d) provides that, for the purposes of soliciting votes in

connection with confirmation of a plan of reorganization, creditors and equity security holders shall include holders of stock, bonds, debentures, notes and other securities of record on the date the order approving the disclosure statement is entered or another date fixed by the court, for cause, after notice and a hearing. Fed. R. Bankr. P. 3017(d). Bankruptcy Rule 3018(a) contains a similar provision regarding determination of the record date for voting purposes. 17. The Debtors request that the Court establish the date that the Disclosure Statement

is approved as the record date (the Voting Record Date) for purposes of determining: (a) the creditors and equity holders who are entitled to vote to accept or reject the Plan; and (b) in the case of nonvoting classes, the creditors and interest holders who are entitled to receive non-voting materials. Under the time line set forth above, the Debtors propose May 31, 2012, the hearing date scheduled for the Disclosure Statement, as the Voting Record Date. B. 18. Nonvoting Classes Holders of Claims, as that term is defined in the Plan, in Class 4 are not entitled to

vote for or against the Plan. Holders of Class 4 Claims will not receive or retain any property on account of such Claims and, thus, are conclusively presumed to reject the Plan. See 11 U.S.C. 1126(g). C. 19. Approval of Solicitation Packages Bankruptcy Rule 3017(d) sets forth the materials that must be provided to holders

of Claims and Interests entitled to vote for the purpose of soliciting their votes and providing adequate notice of the hearing to confirm a chapter 11 plan. Specifically, Bankruptcy Rule 3017(d) provides, in relevant part, that:
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Upon approval of a disclosure statement except to the extent that the court orders otherwise with respect to one or more unimpaired classes of creditors or equity security holders the debtor in possession, trustee, proponent of the plan or clerk as the court orders, shall mail to all creditors and equity security holders, and in a chapter 11 reorganization case shall transmit to the United States trustee, a. b. c. d. the plan or a court-approved summary of the plan; the disclosure statement approved by the court; notice of the time within which acceptances and rejections of such plan may be filed; and any other information as the court may direct, including any court opinion approving the disclosure statement or a court-approved summary of the opinion.

In addition, notice of the time fixed for filing objections and the hearing on confirmation shall be mailed to all creditors and equity security holders in accordance with Rule 2002(b), and a form of ballot conforming to the appropriate Official Form shall be mailed to creditors and equity security holders entitled to vote on the Plan. 20. Contingent upon the Courts approval of the Disclosure Statement, the Debtors

propose to distribute, or cause to be distributed, solicitation packages (the Solicitation Packages) to all Holders of Claims or Equity Interests in Classes 1, 2, 3, 5 and 6 (the Voting Classes), including: (a) all persons or entities identified in the Debtors Schedules as holding liquidated, noncontingent and undisputed Claims in an amount greater than zero dollars, excluding scheduled claims that have been paid in full or superseded by filed proofs of claim; (b) all parties having timely filed proofs of claim, as reflected in the official claims register (i) in an amount greater than zero dollars, (ii) that are not contingent, unliquidated or disputed, and (iii) that have not been disallowed or expunged prior to the Solicitation Date (as defined below); (c) the assignee of a transferred and assigned claim (whether a filed or scheduled claim) whose transfer and assignment 8

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has been properly noted on the Courts docket and is effective pursuant to Bankruptcy Rule 3001(e) as of the close of business on the Voting Record Date and whose claims have not been disallowed or expunged prior to the Solicitation Date; and (d) any other known Holders of such Claims or Equity Interests as of the Voting Record Date. The Debtors expect to complete

distribution of the Solicitation Packages no later than June 4, 2012 (the Solicitation Date). 21. Each Solicitation Package shall include copies of: (a) a cover letter describing the

contents of the Solicitation Package; (b) the Approval Order (without exhibits); (c) the Confirmation Hearing Notice (as defined below); (d) an appropriate form of Ballot together with a pre-addressed return envelope addressed to FastShip, Inc. et al. Claims Processing, c/o Omni Management Group, 5955 DeSoto Avenue, Suite 100, Woodland Hills, California 91367 (the Voting Agent); (e) the Disclosure Statement (together with the Plan annexed thereto and all other appendices); and (f) such other materials as the Court may direct. The Debtors submit that the Solicitation Packages comply with Bankruptcy Rule 3017(d) and should be approved. D. 22. Approval of Form Ballots Bankruptcy Rule 3017(d) requires the Debtors to mail a form of ballot that

substantially conforms to Official Form No. 14 only to creditors and equity security holders entitled to vote on the plan. Fed. R. Bankr. P. 3017(d). The Debtors propose to distribute to creditors and equity security holders entitled to vote on the Plan one or more Ballots in the form attached to the proposed Approval Order as Exhibit A-1. The Ballot is based on Official Form No. 14, but have been modified to address the particular terms of the Plan. The Debtors propose that the Ballot will be distributed to Holders of Claims or Equity Interests in the classes entitled to vote to accept or reject the Plan. 23. The Debtors propose that the form of the Ballot shall provide that some Holders of

Claims or Equity Interests, who hold claims or equity interests in multiple Classes, shall receive
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multiple ballots so that they may submit a vote to accept or reject the plan for each Class in which they hold a claim or equity interest. 24. Holders of Claims in Class 4 will neither receive nor retain any property under the

Plan on account of such Interests. Accordingly, Class 4 is deemed to reject the Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, the Debtors do not propose any Ballots for this Class. E. 25. Voting Deadline Bankruptcy Rule 3017(c) provides that, [o]n or before approval of [a] disclosure

statement, the Court shall fix a time within which the holders of claims and interests may accept or reject [a] plan . . . . Fed. R. Bankr. P. 3017(c). The Debtors anticipate commencing the Plan solicitation period by mailing Ballots and other approved solicitation materials no later than the Solicitation Date. The Debtors propose that, to be counted as votes to accept or reject the Plan, all Ballots must be properly executed, completed and delivered to the Voting Agent: (i) by mail in the return envelope provided with each Ballot, (ii) by overnight courier, or (iii) by personal delivery so that, in each case, all Ballots are received by the Voting Agent no later than 5:00 p.m., Eastern time, on June 25, 2012 (the Voting Deadline). No Ballots may be submitted by facsimile or electronic mail and any Ballots submitted by facsimile or electronic mail will not be accepted or counted. III. The Tabulation Procedures Should Be Approved 26. Section 1126(c) of the Bankruptcy Code provides: A class of claims has accepted a plan if such plan has been accepted by creditors, other than any entity designated under subsection (e) of this section, that hold at least two thirds in amount and more than one-half in number of the allowed claims of such class held by creditors, other than any entity designated under subsection (e) of this section, that have accepted or rejected such plan.
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11 U.S.C. 1126(c). Similarly, section 1126(d) of the Bankruptcy Code provides: A class of interests has accepted a plan if such plan has been accepted by holders of such interests, other than any entity designated under subsection (e) of this section, that hold at least two-thirds in amount of the allowed interests of such class held by owners of such interests, other than any entity designated under subsection (e) of this section, that have accepted or rejected such plan. 11 U.S.C. 1126(d). Further, Bankruptcy Rule 3018(a) provides that the court after notice and hearing may temporarily allow the claim or interest in an amount which the court deems proper for the purpose of accepting or rejecting a plan. Fed. R. Bankr. P. 3018(a). 27. The Debtors propose that each Holder of a Claim or Equity Interest within a Class

entitled to vote to accept or reject the Plan be entitled to vote the amount of such Claim or Interest as set forth in the Schedules (as may be amended from time to time) unless: (a) such Holder has timely filed a proof of claim, in which event such Holder would be entitled to vote the amount of such Claim or Equity Interest as set forth in such proof of claim; or (b) the Debtors have satisfied such Claim or Equity Interest in accordance with orders of the Court, in which event such Holder would be entitled to vote only the amount of such Claim or Equity Interest that had not been satisfied (if any). The foregoing general procedure will be subject to the following exceptions: a. If a Claim or Equity Interest is deemed Allowed under the Plan or an order of the Court, such Claim or Equity Interest is Allowed for voting purposes in the deemed Allowed amount set forth in the Plan or the Courts order; If a Claim or Equity Interest is partially liquidated and partially unliquidated, the Debtors propose that the Claim or Equity Interest be Allowed for voting purposes only in the liquidated amount; If a Claim or Equity Interest has been estimated or otherwise Allowed for voting purposes by order of the Court prior to the Voting Deadline, such Claim or Equity Interest is temporarily Allowed in the amount so estimated or Allowed by the Court for voting purposes only, and not for purposes of allowance or distribution; 11

b.

c.

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d.

If a Claim or Equity Interest is listed in the Schedules as contingent, unliquidated or disputed and a proof of claim was not (a) filed by the applicable bar date for the filing of proofs of claim established by the Court or (b) deemed timely filed by an order of the Court prior to the Voting Deadline, then, unless the Debtors have consented in writing, the Debtors propose that such Claim or Equity Interest be disallowed for voting purposes and for purposes of allowance and distribution pursuant to Bankruptcy Rule 3003(c); If the Debtors have filed an objection to a claim before the Voting Deadline, the Debtors propose that such Claim or Equity Interest be disallowed for voting purposes only and not for purposes of allowance or distribution, unless the Claim or Equity Interest is temporarily allowed for voting purposes only, by Order of the Court, prior to the Voting Deadline; and Notwithstanding anything to the contrary contained herein, any creditor who has filed or purchased duplicate Claims or Equity Interests that are classified under the Plan in the same Class, shall be provided with only one Solicitation Package and one Ballot for voting a single Claim or Equity Interest in such Class, regardless of whether the Debtors have objected to such duplicate Claims or Equity Interests. Any Holder of a Claim or Claims payable contingent upon financial close is not entitled to vote such Claims that are contingent upon financial close.

e.

f.

g.

28.

The Debtors believe that the foregoing proposed tabulation procedures provide for

a fair and equitable voting process. If any Holder of Claims or Equity Interests seeks to challenge the allowance of its Claim or Equity Interest for voting purposes in accordance with the above procedures, the Debtors request that the Court direct such creditor or equity holder to serve on counsel for the Debtors and file with the Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim or Equity Interest so that an order is entered on such Rule 3018 Motion on or before the Voting Deadline. 29. The Debtors request that (a) whenever a creditor casts more than one Ballot voting

the same Claim(s) or Equity Interest(s) before the Voting Deadline, the last Ballot received before the Voting Deadline be deemed to reflect the voters intent and, thus, to supersede any prior 12

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Ballots and (b) holders with multiple Claims or Interests within a particular Class must vote all of their Claims or Equity Interests within such Class either to accept or reject the Plan and may not split their votes, and thus neither (i) any Ballot that partially rejects and partially accepts the Plan nor (ii) any Ballot filed by a holder with multiple Claims or Equity Interests within a Class who votes inconsistently will be counted. 30. The Debtors further propose that, without further order of the Court, the following

Ballots not be counted or considered for any purpose in determining whether the Plan has been accepted or rejected: (a) any Ballot that is properly completed, executed and timely returned to the Voting Agent, but does not indicate an acceptance or rejection of the Plan or that indicates both an acceptance and rejection of the Plan; (b) any Ballot actually received by the Voting Agent after the Voting Deadline, unless the Debtors shall have granted in writing an extension of the Voting Deadline with respect to such Ballot; (c) any Ballot that is illegible or contains insufficient information to permit the identification of the claimant; (d) any Ballot cast by a person or entity that does not hold a Claim or Equity Interest in a Class that is entitled to vote to accept or reject the Plan; (e) any Ballot cast for a Claim or Interest scheduled as unliquidated, contingent or disputed for which no proof of claim was timely filed; (f) unless expressly authorized by the Approval Order, any unsigned or non-originally signed Ballot; (g) any Ballot sent to any party other than the Voting Agent; and (h) any Ballot cast for a Claim or Equity Interest that has been disallowed (for voting purposes or otherwise). 31. Subject to any contrary order of the Court, the Debtors reserve the right to reject

any and all Ballots the acceptance of which, in the opinion of the Debtors, would not be in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules or the Order entered approving the Disclosure Statement. 13

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32.

Neither the Debtors, the Voting Agent nor any other person or entity will be under

any duty to provide notification of defects or irregularities with respect to delivered Ballots, nor will any of them incur any liability for failure to provide such notification. Rather, the Voting Agent may disregard, with no further notice, defective ballots as described above. 33. 34. The Debtors propose to file a Report of Plan Voting on or before June 27, 2012. The Debtors propose to file a Plan Supplement five (5) days prior to the Voting

Deadline and any and all other exhibits to the Plan with the Court five (5) days prior to the Confirmation Hearing. IV. The Confirmation Hearing Notice and Objection Procedures Should Be Approved 35. Section 1128 of the Bankruptcy Code provides that [a]fter notice, the court shall

hold a hearing on confirmation of a plan and that a party in interest may object to confirmation of a plan. 11 U.S.C. 1128. 36. Bankruptcy Rule 3017(c) provides: On or before approval of the disclosure statement, the court shall fix a time within which the holders of claims and interests may accept or reject the plan and may fix a date for the hearing on confirmation. Fed. R. Bankr. P. 3017(c). 37. The Debtors request that the Court schedule the Confirmation Hearing to

commence on June 28, 2012, at 10:00 a.m., or on such other date as is convenient to the Court. B. 38. Notice Procedures Bankruptcy Rule 2002(b) and (d) requires not less than twenty-eight (28) days

notice to all creditors and equity security holders of the time fixed for filing objections and the hearing to consider confirmation of a chapter 11 plan In accordance with Bankruptcy Rules 2002 and 3017(d), the Debtors propose to provide to all creditors and equity security holders a copy of 14

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the notice substantially in the form annexed to the proposed Approval Order as Exhibit A-2 (the Confirmation Hearing Notice), setting forth: (a) the date of approval of the Disclosure Statement; (b) the Voting Record Date; (c) the Voting Deadline; (d) the time fixed for filing objections to confirmation of the Plan; and (e) the time, date and place for the Confirmation Hearing. 2 39. The Debtors also request that the Court determine that they are not required to

distribute Solicitation Packages, Ballots, copies of the Disclosure Statement or Plan or any other notices to: (a) parties to executory contracts who do not hold either Allowed (for voting or otherwise) Claims or filed or scheduled Claims listed as contingent, unliquidated or disputed; or (b) holders of Claims against the Debtors that have not been classified in the Plan pursuant to section 1123(a)(1) of the Bankruptcy Code. 40. The Debtors submit that the foregoing procedures will provide adequate notice of

the Confirmation Hearing and, accordingly, request that the Court approve such notice as adequate. C. 41. Procedures for the Filing of Objections to Confirmation of the Plan Pursuant to Bankruptcy Rule 3020(b)(1), objections to confirmation of a plan must

be filed and served within a time fixed by the court. Fed. R. Bank. P. 3020(b)(1). The Confirmation Hearing Notice provides, and the Debtors request that the Court direct that, objections to confirmation of the Plan or proposed modifications to the Plan, if any, must: (a) be in writing; (b) conform to the Bankruptcy Rules and the Local Rules; (c) state the name and address of the objecting party and the amount and nature of the Claim or Interest of such party; (d) state
2

As to the Holders of Claims and Equity Interests in the Voting Classes, the Confirmation Hearing Notice shall be transmitted as part of each such Holders Solicitation Package on or before June 4, 2012. On April 25, 2012, the Court approved shortened notice of the Confirmation hearing and the objection and voting deadlines.

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with particularity the basis and nature of any objection to the Plan; and (e) be filed, together with proof of service, with the Court and served on the parties listed in the Confirmation Hearing Notice no later than 4:00 p.m. (prevailing Eastern time) on June 25, 2012 (the Plan Objection Deadline). Objecting parties shall serve filed objections upon counsel to the Debtors by mail, hand delivery, facsimile or email, so as to be received by 4:00 p.m. on June 25, 2012. 42. The Debtors further request leave to file a consolidated reply no later than June 27,

2012 to any Plan objections timely filed. 43. The proposed timing for filing and service of objections and proposed

modifications, if any, will afford the Court, the Debtors and other parties in interest sufficient time to consider the objections and proposed modifications prior to the Confirmation Hearing. NOTICE 44. This Motion has been served upon: (i) the Office of the United States Trustee; (ii)

the Debtors twenty (20) largest creditors; (iii) the DIP Lender; and (iv) all parties requesting notice pursuant to Bankruptcy Rule 2002. NO PRIOR REQUEST 45. No prior request for the relief requested herein has been made to this Court or any

other court in connection with the Bankruptcy Cases. WHEREFORE, for the reasons set forth herein, the Debtors respectfully request that this Court enter the Approval Order in the form submitted herewith: (a) approving the Disclosure Statement; (b) approving procedures for the solicitation and tabulation of votes to accept or reject the Plan; (c) approving related notice and objection procedures, and (d) granting such other and further relief as is just and proper.

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Dated: May 4, 2012

Respectfully submitted, BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP By: /s/ Raymond H. Lemisch Raymond H. Lemisch, Esquire (No. 4204) Jennifer E. Smith, Esquire (No. 5278) 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 (302) 442-7010 (Telephone) (302) 442-7012 (Facsimile) rlemisch@beneschlaw.com jsmith@beneschlaw.com -andKari Coniglio, Esquire (OH 0081463) 200 Public Square, Suite 2300 Cleveland, OH 44114 (216) 363-4500 (Telephone) (216) 363-4588 (Facsimile) kconiglio@beneschlaw.com Counsel for FastShip, Inc., FastShip Atlantic, Inc. and Thornycroft, Giles & Co., Inc., Debtors and Debtors in Possession

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., Debtors.
1

) ) ) ) ) ) )

Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

Re: D.I. ______

ORDER APPROVING (I) THE DISCLOSURE STATEMENT; (II) PROCEDURES FOR THE SOLICITATION AND TABULATION OF VOTES TO ACCEPT OR REJECT THE DEBTORS CHAPTER 11 PLAN; AND (III) RELATED NOTICE AND OBJECTION PROCEDURES Upon the motion (the Motion) 2 of the above-captioned debtors and debtors in possession (the Debtors) for the entry of an order approving: (i) the Disclosure Statement; (ii) procedures for the solicitation and tabulation of votes to accept or reject the Plan; and (iii) related notice and objection procedures; it appearing that the relief requested in the Motion is in the best interests of the Debtors, their estates, and other parties in interest; the Court having jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. 157 and 1334; consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b)(2); venue being proper before this Court pursuant to 28 U.S.C. 1408 and 1409; the Debtors having filed with the Court the Disclosure Statement and the Plan; the Court having reviewed the Disclosure Statement, the Motion, the papers in support thereof and the responses thereto, if any; and upon such documents and the record established at the Disclosure Statement hearing, the Court having found and determined that the legal and factual bases set forth in the

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS)) and Thornycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103. Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Motion.

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Motion and at the Hearing establish just cause for the relief granted herein and that the relief requested in the Motion is in the best interests of the Debtors, their estates, creditors and equity interest holders; and after due deliberation and sufficient cause appearing therefore; IT IS HEREBY FOUND THAT: A. Notice of the Disclosure Statement hearing was properly served upon the Debtors

creditors and equity security holders (the Holders of Claims or Equity Interests). B. The Disclosure Statement filed on May 4, 2012 (as the same may have been

amended and/or revised from time to time, prior to the Disclosure Statement hearing) contains adequate information within the meaning of section 1125 of title 11 of the Bankruptcy Code. C. The form of the Ballot annexed hereto as Exhibit A-1 is substantially consistent

with Official Form No. 14, adequately addresses the particular needs of the Bankruptcy Cases, and is appropriate for each Class of Claims and Equity Interests entitled to vote to accept or reject the Plan. D. The Ballot requires the furnishing of sufficient information to assure that duplicate

Ballots are not submitted and tabulated and that Ballots reflect the votes of creditor or equity security holders. E. Multiple Ballots shall be provided to Holders of Claims or Equity Interests, so that

those entities who hold claims or equity interests in two or more Classes may submit a vote to accept or reject the Plan for each Class in which they hold a Claim or Equity Interest. F. Ballots need not be provided to the Holders of Claims in Class 4 because the Plan

provides that such Holders will not receive or retain any property under the Plan on account of such Claims and, therefore, are deemed to reject the Plan on account of such Claims.

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G.

The period set forth below during which the Debtors may solicit acceptances to the

Plan is a reasonable and adequate period of time for Holders of Claims and Equity Interests to make an informed decision to accept or reject the Plan. H. The procedures for the solicitation and tabulation of votes to accept or reject the

Plan (as more fully set forth in the Motion and below) provide for a fair and equitable voting process and are consistent with section 1126 of the Bankruptcy Code. I. The Confirmation Hearing Notice substantially in the form annexed hereto as

Exhibit A-2, the procedures set forth below for providing notice to all Holders of Claims and Equity Interests of the time, date and place of the Confirmation Hearing, and the contents of the Solicitation Packages comply with Rules 2002 and 3017 of the Bankruptcy Rules and constitute sufficient notice to all interested parties. NOW, THEREFORE, IT IS HEREBY ORDERED THAT: 1. 2. 3. The Motion is granted as set forth herein. The Disclosure Statement is approved. May 31, 2012 is established as the Voting Record Date for purposes of this Order

and determining the Holders of Claims or Equity Interests who are entitled to vote for or against the Plan. 4. The Debtors are directed to distribute or cause to be distributed Solicitation

Packages to all Holders of Claims or Equity Interests in Classes 1, 2, 3, 5, and 6 (collectively, the Voting Classes), including: (a) all persons or entities identified in the Debtors Schedules as holding liquidated, noncontingent and undisputed Claims or Equity Interests in an amount greater than zero dollars, excluding scheduled Claims or Equity Interests that have been paid in full or superseded by filed proofs of claim, (b) all parties having timely filed proofs of claim, as

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reflected in the official claims register (i) in an amount greater than zero, (ii) that are not contingent, unliquidated or disputed, and (iii) that have not been disallowed or expunged prior to the Solicitation Date, (c) the assignee of a transferred and assigned Claim or Equity Interest (whether a filed or scheduled Claim or Equity Interest) whose transfer and assignment has been properly noted on the Courts docket and is effective pursuant to Bankruptcy Rule 3001(e) as of the close of business on the Voting Record Date and whose Claims or Equity Interests have not been disallowed or expunged prior to the Solicitation Date (as defined below), and (d) any other known Holders of Claims or Equity Interests as of the Voting Record Date. 5. The Solicitation Packages shall contain copies of: (a) a cover letter describing the

contents of the Solicitation Package; (b) the Approval Order (without exhibits); (c) the Confirmation Hearing Notice (as defined below); (d) an appropriate form of Ballot together with a pre-addressed return envelope addressed to the Voting Agent; and (e) the Disclosure Statement (together with the Plan annexed thereto and all other appendices). 6. The Confirmation Hearing Notice substantially in the form annexed hereto as

Exhibit A-2 is approved and (together with a copy of this Order without exhibits) shall be transmitted to all Holders of Claims and Equity Interests of the Debtors. 7. The Debtors are not required to distribute Solicitation Packages, Ballots, copies of

the Disclosure Statement or Plan or any other notices to: (a) parties to executory contracts who do not hold either Allowed (for voting or otherwise) Claims Equity Interests or filed or scheduled Claims or Equity Interests listed as contingent, unliquidated or disputed; or (b) Holders of Claims or Equity Interests that have not been classified in the Plan pursuant to section 1123(a)(1) of the Bankruptcy Code.

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8.

Solely for purposes of voting to accept or reject the Plan, not for the purposes of

the allowance of or distribution on account of a Claim of Equity Interest, and without prejudice to the rights of the Debtors in any other context, each Holder of a Claim or Equity Interest entitled to vote to accept or reject the Plan shall be entitled to vote the amount of such Claim or Equity Interest as set forth in the Schedules (as may be amended from time to time) unless such Holder has timely filed a proof of claim, in which event such Holder would be entitled to vote the amount of such Claim or Equity Interest as set forth in such proof of claim or proof of interest: a. If a Claim or Equity Interest is deemed Allowed under the Plan or an order of the Court, such Claim or Equity Interest is Allowed for voting purposes in the deemed Allowed amount set forth in the Plan or the Courts order; If a Claim or Equity Interest is partially liquidated and partially unliquidated, the Claim or Equity Interest is Allowed for voting purposes only in the liquidated amount; If a Claim or Equity Interest has been estimated or otherwise Allowed for voting purposes by order of the Court prior to the Voting Deadline, such Claim or Equity Interest is temporarily Allowed in the amount so estimated or Allowed by the Court for voting purposes only, and not for purposes of allowance or distribution; If a Claim or Equity Interest is listed in the Schedules as contingent, unliquidated or disputed and a proof of claim or interest was not (a) filed by the applicable bar date for the filing of proofs of claim established by the Court or (b) deemed timely filed by an order of the Court prior to the Voting Deadline, then, unless the Debtors have consented in writing, such Claim or Equity Interest is disallowed for voting purposes and for purposes of allowance and distribution pursuant to Bankruptcy Rule 3003(c); If the Debtors have filed an objection to a Claim or Equity Interest before the Voting Deadline, such Claim or Equity Interest is disallowed for voting purposes only and not for purposes of allowance or distribution, unless the Claim or Equity Interest is temporarily allowed for voting purposes only, by Order of the Court, prior to the Voting Deadline;

b.

c.

d.

e.

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f.

Notwithstanding anything to the contrary contained herein, any creditor who has filed or purchased duplicate Claims or Equity Interests that are classified under the Plan in the same Class, shall be provided with only one Solicitation Package and one Ballot for voting a single Claim or Equity Interest in such Class, regardless of whether the Debtors have objected to such duplicate Claims or Equity Interests; and Any Holder of a Claim payable contingent upon financial close is not entitled to vote such Claim that is contingent upon financial close and any such Ballot received for any such Claim shall not be counted.

g.

9.

If any Holder of a Claim or Equity Interest seeks to challenge the allowance of its

Claim or Equity Interest for voting purposes in accordance with the above procedures, such Holder of a Claim or Equity Interest must serve on counsel for the Debtors and file with the Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such Claim or Equity Interest so that an order is entered on such Rule 3018 Motion on or before the Voting Deadline. 10. As to any Holder of a Claim or Equity Interest filing a motion pursuant to

Bankruptcy Rule 3018(a), the Ballot of such Holder of a Claim or Equity Interest shall not be counted unless temporarily Allowed by the Court for voting purposes after notice and a hearing prior to the Voting Deadline. 11. If a Holder of a Claim or Equity Interest casts more than one Ballot voting the

same Claim(s) or Equity Interest(s) before the Voting Deadline, the last Ballot received before the Voting Deadline is deemed to reflect the voters intent and, thus, to supersede any prior Ballots. 12. Holders of Claims or Equity Interests with multiple Claims or Equity Interests

within a particular Class must vote all of their Claims or Equity Interests within a particular Class under the Plan either to accept or reject the Plan and may not split their votes, and thus
6

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neither (i) any Ballot that partially rejects and partially accepts the Plan nor (ii) any Ballot filed by a Holder of a Claim or Equity Interest with multiple Claims or Equity Interests within a Class who votes inconsistently will be counted. 13. Any Ballot that is properly completed, executed and timely returned to the Voting

Agent but does not indicate an acceptance or rejection of the Plan or indicates both an acceptance and a rejection of the Plan, shall not be counted. 14. Any Ballot actually received by the Voting Agent after the Voting Deadline shall

not be counted unless the Debtors granted an extension of the Voting Deadline with respect to such Ballot. 15. Any Ballot that is illegible or contains insufficient information to permit the

identification of the claimant shall not be counted. 16. Any Ballot cast by a person or entity that does not hold a Claim or Equity Interest

in a Class that is entitled to vote to accept or reject the Plan shall not be counted. 17. Any Ballot cast for a Claim or Equity Interest identified as unliquidated,

contingent or disputed and for which no proof of claim was timely filed shall not be counted. 18. 19. counted. 20. Any Ballot cast for a Claim or Equity Interest that has been disallowed (for voting Any unsigned Ballot or non-originally signed Ballot shall not be counted. Any Ballot sent directly to any party other than the Voting Agent shall not be

purposes or otherwise) shall not be counted. 21. Any Ballot transmitted to the Voting Agent by facsimile or other electronic means

shall not be counted.

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22.

The Debtors may reject any and all Ballots, the acceptance of which, in the

opinion of the Debtors, would not be in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules or this Order. 23. Neither the Debtors, the Voting Agent nor any other person or entity shall be

under any duty to provide notification of defects or irregularities with respect to delivered Ballots, nor shall the Debtors, the Voting Agent or any other person or entity incur any liability for failure to provide such notification. 24. The Voting Agent may disregard any and all defective ballots with no further

notice to any other person or entity. 25. The Debtors will file the Plan Supplement five (5) days prior to the Voting

Deadline and will file and provide any and all other exhibits to the Plan to the Court five (5) days prior to the Confirmation Hearing. 26. The Confirmation Hearing will be held at 10:00 a.m. (prevailing Eastern time )

on June 28, 2012; provided, however, that the Confirmation Hearing may be adjourned from time to time by the Court or the Debtors without further notice to parties other than an announcement in Court at the Confirmation Hearing or any adjourned Confirmation Hearing. 27. Objections to confirmation of the Plan or proposed modifications to the Plan, if

any, must: (a) be in writing; (b) conform to the Bankruptcy Rules and the Local Rules; (c) state the name and address of the objecting party and the amount and nature of the Claim or Equity Interest of such party; (d) state with particularity the basis and nature of any objection to the Plan; and (e) be filed, together with proof of service, with the Court and served on the Notice Parties, as listed in the Confirmation Hearing Notice, so as to be received by the Notice Parties

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on or before 4:00 p.m. (prevailing Eastern time) on June 25, 2012 (the Objection Deadline). Objections shall be served upon the Notice Parties by hand delivery, mail, facsimile or email. 28. Objections to confirmation of the Plan not timely filed and served in the manner

set forth above may not be considered and may be overruled. 29. No later than June 27, 2012, the Debtors shall file: (a) any consolidated reply to

any objections to the Plan; and (b) the Report of Plan Voting. 30. The Debtors are authorized to take or refrain from taking any action and

expending such funds necessary or appropriate to implement the terms of and the relief granted in this Order without seeking further order of the Court. 31. The Debtors are authorized to make non-substantive changes to the Disclosure

Statement, Plan, Ballots, the Confirmation Hearing Notice, any other notice related to the Plan or Disclosure Statement and all exhibits and appendices to any of the foregoing without further order of the Court, including, without limitation, changes to correct typographical and grammatical errors and to make conforming changes among the Disclosure Statement, the Plan and any other materials in the Solicitation Package prior to their distribution.

Dated: ____________________, 2012

Brendan L. Shannon United States Bankruptcy Judge

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EXHIBIT A-1 BALLOT IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) ) Case No. 12-10968 (BLS) FASTSHIP, INC., et al., ) (Jointly Administered) 1 ) Debtors. ) BALLOT FOR ACCEPTING OR REJECTING PLAN OF REORGANIZATION OF THE DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS 5:00 P.M., PREVAILING EASTERN TIME, ON JUNE 25, 2012 This Ballot is submitted to you to solicit your vote to accept or reject the Joint Liquidating Plan of FastShip Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the Plan). The Plan is Exhibit A to the Disclosure Statement for the Joint Liquidating Plan of FastShip Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the Disclosure Statement). Both the Plan and the Disclosure Statement are included in the materials accompanying this Ballot. Each capitalized term used but not otherwise defined herein shall have the meaning ascribed thereto in the Plan. Please use this Ballot to cast your vote to accept or reject the Plan. The Disclosure Statement has been approved by the Bankruptcy Court as providing adequate information to assist you in deciding how to vote on the Plan. The Bankruptcy Courts approval of the Disclosure Statement does not indicate approval of the Plan. The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you if the Plan: (1) for a class of Claims is accepted by the holders of at least two-thirds in amount and more than one-half in number of the Claims in each Impaired Class of Claims who vote on the Plan, (2) for a class of Equity Interests is accepted by at least two-thirds of the amount of Equity Interests in each Impaired Class of Equity Interests who vote on the Plans and (3) otherwise satisfies the applicable requirements of section 1129(a) of the Bankruptcy Code. If the requisite acceptances are not obtained, the Bankruptcy Court nonetheless may confirm the Plan if it finds that the Plan (a) provides fair and equitable treatment to, and does not unfairly discriminate against, the Class or Classes rejecting the Plan and (b) otherwise satisfies the requirements of section 1129(b) of the Bankruptcy Code.

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS)) and Thornycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

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You should review the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and the classification and treatment of your Claim or Equity Interests under the Plan. You may receive multiple ballots. If you hold Claims and/or Equity Interests in more than one Class or in multiple accounts, you are entitled to vote each separate Claim and Equity Interest. If insufficient Ballots are provided, simply make as many copies of a blank Ballot as are necessary so you will have a separate Ballot with which to vote each separate Claim and Equity Interest. The fact that you have received more than one Ballot does NOT mean that you have more than one Claim or Equity Interest to vote. Upon completion, this originally executed Ballot should be returned to the Debtors Voting Agent, Omni Management Group, by mail, overnight courier or personal delivery at the following address: FastShip, Inc. et al. Claims Processing c/o Omni Management Group 5955 DeSoto Avenue, Suite 100 Woodland Hills, California 91367 If your Ballot is not received by the Voting Agent on or before the Voting Deadline and such deadline is not extended, your vote will not count as either an acceptance or rejection of the Plan. Ballots will not be accepted by facsimile or electronic transmission. No unsigned Ballots or nonoriginally executed Ballots will be counted. If the Plan is confirmed by the Bankruptcy Court, it will be binding on you whether or not you vote. THE VOTING DEADLINE IS 5:00 P.M. EASTERN TIME ON JUNE 25, 2012. PLEASE READ THE FOLLOWING INSTRUCTIONS BEFORE COMPLETING THIS BALLOT. HOW TO VOTE: 1. 2. 3. 4. 5. COMPLETE ITEMS 1, 2 AND 3. REVIEW THE CERTIFICATION CONTAINED IN ITEM 4. SIGN AND DATE THE BALLOT. RETURN THE BALLOT IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. YOU MUST VOTE THE FULL AMOUNT OF YOUR CLAIM OR EQUITY INTEREST IN ANY ONE CLASS, EITHER TO ACCEPT OR TO REJECT THE PLAN AND MAY NOT SPLIT YOUR VOTE. ANY EXECUTED BALLOT RECEIVED THAT DOES NOT INDICATE EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN OR THAT INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN, WILL NOT BE COUNTED.
2

6.

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Item 1. Class. The undersigned is the holder of a Claim or Equity Interest as of May 31, 2012 designated as Class ____, pursuant to the Plan and Disclosure Statement votes to (check one box):
ACCEPT the Plan
REJECT the Plan

Item 2. Amount of Claim Voted. The undersigned certifies that as of the Petition Date the undersigned held the Claim or Equity Interest in the following amount: $ __________________. Item 3. Certification. By returning this Ballot, the undersigned Holder of the Claim or Equity Interest identified above certifies that (i) it has full power and authority to vote to accept or reject the Plan with respect to the Claim or Equity Interest identified above, (ii) it was the Holder of the Claim or Equity Interest identified above as of May 31, 2012, (iii) all Ballots to vote this Class ____ Claim or Equity Interest submitted by the Holder indicate the same vote to accept or reject the Plan that the Holder has indicated on this Ballot, and (iv) it has received a copy of the Disclosure Statement (including the exhibits thereto) and understands that the solicitation of votes for the Plan is subject to all the terms and conditions set forth in the Disclosure Statement and Plan. YOUR RECEIPT OF THIS BALLOT DOES NOT SIGNIFY THAT YOUR CLAIM HAS BEEN OR WILL BE ALLOWED. Name of Prepetition Claim or Equity Interest Holder: Account Number (if applicable): Social Security or Federal Tax I.D. No.: Signature: Print Name: Title: Street Address: City, State, Zip Code: Telephone Number: ( Date Completed: ) (If Appropriate) (Print or Type)

(Optional)

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This Ballot shall not constitute or be deemed a proof of claim or Equity Interest, an assertion of a Claim or Equity Interest, or the allowance of a Claim or Equity Interest. UPON COMPLETION, THIS BALLOT SHOULD BE RETURNED TO THE DEBTORS VOTING AGENT, AS DIRECTED. IF YOUR BALLOT IS NOT RECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING DEADLINE AND SUCH DEADLINE IS NOT EXTENDED, YOUR VOTE WILL NOT COUNT AS EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN. IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING PROCEDURES, OR IF YOU NEED A BALLOT OR ADDITIONAL COPIES OF THE DISCLOSURE STATEMENT OR OTHER ENCLOSED MATERIALS, PLEASE CONTACT THE VOTING AGENT AT (818) 906-8300.

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EXHIBIT A-2 CONFIRMATION HEARING NOTICE IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., Debtors.
4

) ) ) ) ) ) )

Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

NOTICE OF (A) ENTRY OF ORDER APPROVING DISCLOSURE STATEMENT AND SOLICITATION PROCEDURES; (B) DEADLINE FOR CASTING VOTES TO ACCEPT OR REJECT CHAPTER 11 PLAN; (C) HEARING TO CONSIDER CONFIRMATION OF CHAPTER 11 PLAN, AND (D) RELATED MATTERS PLEASE TAKE NOTICE OF THE FOLLOWING: 1. Pursuant to an order dated May ____, 2012 (Docket No. ____, the Approval Order), the United States Bankruptcy Court for the District of Delaware(the Court) has (a) approved the Disclosure Statement for the Joint Liquidating Plan of FastShip Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the Disclosure Statement) filed by the above-captioned debtors and debtors in possession (the Debtors) and (b) authorized the Debtors to solicit votes to accept or reject the Joint Liquidating Plan of FastShip Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (as may be amended, the Plan). 2. The Approval Order establishes May 31, 2012 as the Record Date for determining the holders of prepetition Claims and Equity Interests entitled to vote to accept or reject the Plan and establishes June 25, 2012 as the Voting Deadline for submission of ballots (the Ballots) to accept or reject the Plan. Holders of Claims and Equity Interests entitled to vote to accept or reject the Plan will receive the following materials: (a) this Notice, (b) a copy of the Approval Order (without exhibits) to which this Notice corresponds, (c) the Disclosure Statement, (d) the Plan, and (e) one or more Ballots (and return envelopes) to be used in voting to accept or reject the Plan (collectively, the Solicitation Package). Failure to follow the instructions set forth in the Ballot may disqualify that Ballot and the vote represented thereby. 3. Holders of (a) Unimpaired Claims and (b) Claims or Equity Interests that will receive no distribution under the Plan are not entitled to vote on the Plan. If you are not entitled to vote to accept or reject the Plan but believe that you should be entitled to vote to accept or reject the Plan, then you must serve on the Notice Parties (defined below) and file with the
4

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS)) and Thornycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

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Bankruptcy Court a motion for an order pursuant to Bankruptcy Rule 3018(a) (a Rule 3018(a) Motion) temporarily allowing such Claim or Equity Interest in a different amount for purposes of voting to accept or reject the Plan so that an order is entered on such Rule 3018 Motion on or before the Voting Deadline. The Ballot of any Holder of a Claim or Equity Interest filing a Rule 3018(a) Motion shall not be counted unless temporarily allowed by the Bankruptcy Court for voting purposes, after notice and a hearing, prior to the Voting Deadline. 4. A hearing to consider confirmation of the Plan (the Confirmation Hearing) will be held at the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware, 19801 on June 28, 2012, at 10:00 a.m., prevailing Eastern time. The Confirmation Hearing may be continued from time to time without further notice other than the announcement of the adjourned date at the Confirmation Hearing or any continued hearing. 5. Objections, if any, to the confirmation of the Plan must: (a) be in writing; (b) state the name and address of the objecting party and the nature of the Claim or Equity Interest of such party; (c) state with particularity the basis and nature of any objection; (d) be filed with the Court; and (e) be served so as to be received by the following parties (the Notice Parties) no later than 4:00 p.m., Eastern time, on June 25, 2012: (i) counsel for the Debtors, Raymond H. Lemisch, Esquire, Benesch, Friedlander, Coplan & Aronoff LLP, Raymond H. Lemisch, Esquire, Benesch, Friedlander, Coplan & Aronoff LLP, 222 Delaware Avenue, Suite 801, Wilmington, DE 19801, (302) 442-7012 (Fax), rlemisch@beneschlaw.com; and (ii) the Office of The United States Trustee, District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19810 (Attn: Juliet Sarkessian). 6. Requests for copies of the Disclosure Statement and the Plan by parties in interest may be made in writing to (i) the Voting Agent, FastShip, Inc. et al. Claims Processing, c/o Omni Management Group, 5955 DeSoto Avenue, Suite 100, Woodland Hills, California 91367 (818) 906-8300, or (ii) Raymond H. Lemisch, Esquire, Benesch, Friedlander, Coplan & Aronoff LLP, 222 Delaware Avenue, Suite 801, Wilmington, DE 19801 (302) 442-7005. UNLESS AN OBJECTION IS TIMELY FILED AND SERVED AS PROVIDED HEREIN, IT MAY NOT BE CONSIDERED AT THE HEARING. Dated: May ___, 2012 By: BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP /s/ Raymond H. Lemisch Raymond H. Lemisch, Esquire (No. 4204) Jennifer E. Smith, Esquire (No. 5278) 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 (302) 442-7010 (Telephone) (302) 442-7012 (Facsimile) rlemisch@beneschlaw.com jsmith@beneschlaw.com

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-andKari Coniglio, Esquire (OH 0081463) 200 Public Square, Suite 2300 Cleveland, OH 44114 (216) 363-4500 (Telephone) (216) 363-4588 (Facsimile) kconiglio@beneschlaw.com Counsel for FastShip, Inc., FastShip Atlantic, Inc. and Thornycroft, Giles & Co., Inc., Debtors and Debtors in Possession

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