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) (Joint Administration Pending)

APPLICATION FOR ORDER PURSUANT TO SECTION 327(a) OF THE BANKRUPTCY CODE AUTHORIZING EMPLOYMENT AND RETENTION OF BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP AS ATTORNEYS FOR THE DEBTORS AND DEBTORS-IN-POSSESSION FastShip, Inc., (FSI), FastShip Atlantic, Inc. (FSA) and Thornycroft, Giles & Co., Inc. (TCG and together with FSI and TGC, the Debtors) hereby apply (the Application) for an order authorizing the employment and retention of Benesch, Friedlander, Coplan & Aronoff LLP (BFC&A or the Firm) as attorneys for the Debtors under section 327(a) of Title 11 (the Bankruptcy Code) of the United States Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules). In support of this Application, the Debtors submit the Declaration of Roland K. Bullard, II in Support of Chapter 11 Petitions and Requests for First Day Relief and the Verified Statement of Raymond H. Lemisch (the Lemisch Affidavit), and respectfully represent as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and

1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). The venue of the Debtors chapter 11 cases and this Application is proper pursuant to 28 U.S.C. 1408 and 1409. Section

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309), FastShip Atlantic, Inc. (0980) and Thornycroft, Giles & Co., Inc. (1142). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

327(a) of the Bankruptcy Code and Bankruptcy Rule 2014 provide the statutory predicates for the relief sought herein. BACKGROUND 2. Simultaneously herewith (the Petition Date), the Debtors filed with this Court

voluntary petitions for relief under chapter 11 of the Bankruptcy Code. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors are continuing to operate their businesses and manage their property and assets as debtors in possession. No trustee, examiner or

committee of creditors has yet been appointed in the Debtors chapter 11 cases. 3. The Debtors are composed of three interrelated entities, each of which is a

Delaware corporation. FSI was formed in 1997. Shortly thereafter FSA and TGC were merged into, and then became, wholly-owned subsidiaries of FSI. 4. The Debtors are privately held companies that have sought to raise seed capital to

implement a business plan using patented ship technology to revolutionize international freight transportation. The new ships would provide service speeds three times faster than traditional sea freight with previously unheard-of reliability. On a door-to-door basis, the resulting service would be comparable to airfreight at half the cost. 5. TGC holds U.S. and international patents for its unique design (the Design) for

a ship that operates at high speeds carrying heavy loads of freight in open-ocean conditions in virtually any weather. The Debtors believe the Design will be of significant commercial and military value, particularly in a world of expanding trade, global manufacturing, and just-in-time supply-chain methods. 6. For many years, the Debtors focused their efforts on creating the first commercial

service using the Design to demonstrate the value of the new technology in commercial use. To this end, the Debtors developed a business plan for a freight service on the North Atlantic trade 2

route, which business plan required the Debtors to build four ships using the Design with specialized cargo-handling systems calling on dedicated terminals in Philadelphia, Pennsylvania and Cherbourg, France. 7. In order to construct the ships and fully fund the business plan, the Debtors sought

to raise $2 billion in financing. During the period from 1998 to 2008, the Debtors were close to raising the necessary capital to launch the business plan on three occasions, but were unable to close on the required financing because of political and markets setbacks. 8. The combination of deal fatigue and the collapse of the global economy in 2008-

2009 forced the Debtors to abandon their original commercial business plan. 9. At the same time that hope for the commercial business plan faded, the U.S. Navy

entered into a contract to build a new class of high speed combat vessels, the first of which was built and delivered at a cost of $650 million. The Debtors believe that the design of this vessel infringes on TGCs patents. As a result, the Debtors believe a strong claim exists against the U.S. government for patent infringement. The Debtors attempted to reach a negotiated

settlement with the U.S. government by filing an administrative claim in April 2008. Fully two years later, the U.S. government summarily denied the Debtors claim on what the Debtors, and their technical advisors, believe to be meritless grounds. 10. Through the bankruptcy process, the Debtors will create a liquidating trust to

pursue and monetize the patent infringement litigation against the U.S. government and distribute the proceeds of such action to their creditors in an orderly fashion. RELIEF REQUESTED AND REASONS THEREFOR 11. By this Application, the Debtors seek to employ and retain BFC&A as the

Debtors bankruptcy counsel for the prosecution of the Debtors chapter 11 cases. Accordingly, the Debtors respectfully request entry of an order under section 327(a) of the Bankruptcy Code 3

authorizing the Debtors to employ and retain BFC&A as the Debtors attorneys, effective as of the Petition Date, to perform the legal services that will be necessary during the Debtors chapter 11 cases, as more fully described below. 12. The Debtors have selected BFC&A as its attorneys because of, among other

reasons, the Firms extensive experience in and knowledge of business reorganizations under chapter 11 of the Bankruptcy Code. BFC&A is well suited for the type of representation required by the Debtors, inasmuch as the Firm possesses substantial bankruptcy, debt restructuring, creditors rights, environmental, labor, finance and litigation expertise, and BFC&As attorneys have had significant roles in many large bankruptcy cases and reorganizations under the Bankruptcy Code. Moreover, BFC&A is familiar with the Debtors business and financial affairs and many of the potential legal issues that may arise in the context of these reorganization cases. Accordingly, the Debtors believe that BFC&A is well qualified and able to represent the Debtors in these cases in a most efficient and responsive manner. NECESSITY FOR EMPLOYMENT AND PROFESSIONAL SERVICES TO BE RENDERED 13. The services of BFC&A are necessary to enable the Debtors to discharge their

duties as debtors-in-possession. Subject to the jurisdiction and further order of this Court, BFC&A will undertake to render the following services to the Debtors: a. Advising the Debtors of their rights, powers, and duties as debtors-inpossession continuing to operate and manage their businesses and properties; Attending meetings and negotiating with representatives of creditors and other parties in interest; Preparing on behalf of the Debtors all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and reviewing all financial and other reports to be filed with the Court in this chapter 11 case;

b. c.

d.

Advising the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices, and other papers that may be filed and served in this chapter 11 case; Advising the Debtors concerning, and assisting in the negotiation and documentation of, the refinancing or sale of their assets, debt and lease restructuring, executory contract and unexpired lease assumptions, assignments or rejections, and related transactions; Reviewing the nature and validity of liens asserted against the Debtors property and advising the Debtors concerning the enforceability of such liens; Advising the Debtors concerning the actions that they might take to collect and recover property for the benefit of their estates; Counseling the Debtors in connection with the formulation, negotiation, and confirmation of a plan or plans of reorganization and related documents; and Performing such other legal services for and on behalf of the Debtors as may be necessary or appropriate in the administration of its chapter 11 case and business, including advising and assisting the Debtors with respect to debt restructuring, corporate governance issues related to such restructuring, stock or asset dispositions and general business and litigation matters.

e.

f.

g. h.

i.

14.

It is necessary and essential that the Debtors, as debtors-in-possession, employ the

Firm to render the foregoing professional services. 15. capacity. CONNECTIONS WITH THE DEBTORS, THEIR CREDITORS, THEIR INSIDERS, AND THEIR RESPECTIVE ATTORNEYS AND ACCOUNTANTS 16. To the best of the Debtors knowledge, the partners and associates of BFC&A do BFC&A has indicated a willingness to act on behalf of the Debtors in such

not have any connection with the Debtors, their creditors, their insiders, their shareholders, or their respective attorneys or accountants, except as set forth in the Lemisch Affidavit, a true and accurate copy of which is annexed hereto as Exhibit A.

17.

As set forth in the Lemisch Affidavit: a. b. c. d. Neither BFC&A nor any attorney at the Firm holds or represents an interest adverse to the Debtors estates. Neither BFC&A nor any attorney at the Firm is or was a creditor, an equity security holder or an insider of the Debtors. Neither BFC&A nor any attorney at the Firm is or was, within two years before the Petition Date, a director, officer, or employee of the Debtors. BFC&A does not have an interest materially adverse to the interests of the Debtors estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, or connection with, or interest in the Debtors, or for any other reason.

18.

No attorney at BFC&A is related to any United States District Judge or United

States Bankruptcy Judge for the District of Delaware or to the United States Trustee for such district or to any known employee in the office thereof. PROPOSED COMPENSATION 19. During the 90 days prior to the commencement of this case, BFC&A was not paid

approximately any amounts for current legal services provided to the Debtors in connection with (1) the evaluation of the Debtors financial restructuring alternatives and (2) the Debtors determination to seek relief under the Bankruptcy Code and preparation of the necessary firstday documents and pleadings. Further, as of the filing of the Debtors petitions, all amounts owed to BFC&A by the Debtors were released and waived by BFC&A. 20. BFC&A received funds from the Debtors in the amount of $3,138 to pay for the
2

filing fees associated with filing three chapter 11 petitions. 21. Subject to allowance by the Court, BFC&A will charge the Debtors for its legal

services on an hourly basis in accordance with its ordinary and customary hourly rates as in
2

BFC&A also rendered prepetition legal services to the Debtors assisting the Debtors in assessing their respective financial conditions and how they could best proceed to maximize the return to their respective creditors.

effect on the date services are rendered. The current hourly rates charged by the primary or lead BFC&A attorneys and paraprofessionals who are expected to provide professional services to the Debtor are as follows: Partners: Associates:
3

Raymond H. Lemisch Kari B. Coniglio Jennifer E. Smith

$625.00 $295.00 $265.00 $200.00 $240.00

Paralegals:

Lisa Behra Elizabeth Hein

22.

The Debtors understand that BFC&A will bill its customary reimbursements as

charged generally to bankruptcy and non-bankruptcy clients alike, and in accordance with applicable guidelines. BFC&A is customarily reimbursed for all expenses incurred by it in connection with the representation of a client in a given matter. Such expenses include, without limitation, travel costs, long distance calls, express mail, special or hand deliveries, copying costs, document processing, computerized legal research, court fees, transcript costs and, in general, all identifiable expenses that would not have been incurred except for representation of a particular client. 23. BFC&A intends to apply to this Court for allowance of compensation and

reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules and orders of this Court. NOTICE 24. No trustee, examiner, or creditors committee has been appointed in this chapter

11 case. Notice of this Motion has been given to: (a) the United States Trustee for this region, (b) the Debtors twenty largest unsecured creditors; and (c) IP Co. LLC, the lender . In light of
3

It has been the historical practice of BFC&A to reset its hourly rates annually, effective October of each year.

the nature of the relief requested herein, the Debtors submit that no other or further notice is required. WHEREFORE, the Debtors request entry of an order authorizing the Debtors to employ and retain BFC&A under a general retainer to represent the Debtors in the prosecution of these chapter 11 cases, and that the Court grant the Debtors such other and further relief as is just and proper. Dated: March 20, 2012 FASTSHIP, INC., Debtor and Debtor in Possession By: /s/ Roland K. Bullard Roland K. Bullard President and Chief Executive Officer

FASTSHIP ATLANTIC, INC. Debtor and Debtor in Possession By: /s/ Roland K. Bullard Roland K. Bullard President

THORNYCROFT, GILES & CO., INC. Debtor and Debtor in Possession By: /s/ Roland K. Bullard Roland K. Bullard President

8
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EXHIBIT A

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

)
)

Chapter 11 Case No. 12-10968 (BLS) (Joint Administration Pending)

) )
) )

VERIFIED STATEMENT OF RAYMOND H. LEMISCH AND DISCLOSURE PURSUANT TO 11 U,S,C, 329 AND 504 AND RULES 2014(a), 2016(b) AND 5002 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE STATE OF DELAWARE COUNTY OF NEW CASTLE )

)
) Raymond H. Lemisch, being first duly cautioned and sworn, deposes and says: 1. I am a partner of Benesch, Friedlander, Coplan & Aronoff LLP ("BFC&A" or the

"Firm"), a law firm that maintains an office for the practice of law at 222 Delaware Avenue, Suite 801, Wilmington, Delaware 1980 I. I am admitted to practice, inter alia, before the Supreme Court of the State of Delaware, all inferior courts therein as well as the United States District Court for the District of Delaware. I make this statement: (a) in support of the retention ofBFC&A as counsel for FastShip, Inc., et al., debtors and debtors-in-possession in these chapter 11 cases (the "Debtors") and (b) in accordance with sections 327(a) and 329 ofTitle 11 (the "Bankruptcy Code") ofthe United States Code, and Rules 2014,2016, and 5002 ofthe Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"). 2. Over the last several weeks, BFC&A has advised the Debtors regarding their

current financial condition, their legal restructuring alternatives, and their decision to seek relief under the Bankruptcy Code.
The Debtors, along with the last four digits of each Debtor's tax identification number, are as follows: FastShip, Inc. (8309), FastShip Atlantic, Inc. (0980) and Thomycroft, Giles & Co., Inc. (1142). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

3.

BFC&A has extensive experience and knowledge in business reorganizations

under chapter II of the Bankruptcy Code and believes that it is qualified to represent the Debtors in these cases in a cost-effective, efficient, and timely manner.
SERVICES TO BE RENDERED

4. these cases:

The Debtors have requested that BFC&A render the following legal services in

(a)

Advising the Debtors of their rights, powers, and duties as debtors-inpossession continuing to operate and manage their businesses and property; Attending meetings and negotiating with representatives of creditors and other parties in interest; Preparing on behalf of the Debtors all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents, and reviewing all financial and other reports to be filed with the Court in these chapter 11 cases; Advising the Debtors concerning, and preparing responses to, applications, motions, pleadings, notices, and other papers that may be filed and served in these chapter 11 cases; Advising the Debtors concerning, and assisting in the negotiation and documentation of, the refinancing or sale of its assets, debt and lease restructuring, executory contract and unexpired lease assumptions, assignments or rejections, and related transactions; Reviewing the nature and validity of liens asserted against the Debtors' property and advising the Debtors concerning the enforceability of such liens; Advising the Debtors concerning the actions that they might take to collect and recover property for the benefit of their estates; Counseling the Debtors in connection with the formulation, negotiation, and confirmation of a plan or plans of reorganization and related documents; and Performing such other legal services for and on behalf of the Debtors as may be necessary or appropriate in the administration of its chapter 1I case and business, including advising and assisting the Debtors with respect to debt restructuring, corporate governance issues related to such
2

(b) (c)

(d)

(e)

(t)

(g) (h)

(i)

restructuring, stock or asset dispositions and general business and litigation matters. 5. Subject to this Court's approval of the Application, BFC&A is willing to serve as

Debtors' counsel and to perform the services described above.

DISINTERESTEDNESS OF PROFESSIONALS

6.

Except as otherwise set forth herein, to the best of my knowledge the partners, of

counsels, and associates of BFC&A (i) do not have any connection with the Debtors, their creditors, their insiders, their shareholders, or their respective attorneys or accountants, or with the United States Trustee or any person employed in the office of the United States Trustee, or with the Court, (ii) are "disinterested persons," as that term is defined in section 101 ( 14) of the Bankruptcy Code, as modified by section 1107(b) ofthe Bankruptcy Code, and (iii) do not hold or represent any interest adverse to the Debtors' estates. 7.
2

BFC&A does not represent and has not represented any entity, other than the

Debtors, in matters related to these chapter 11 cases. 8. BFC&A represented, represents and in the future likely will represent certain

creditors of the Debtors and other parties in interest in matters unrelated to the Debtors, the Debtors' reorganization cases, or such entities' claims against or interests in the Debtors. The review of the entities listed in Schedule 1 has revealed that BFC&A currently represents, or has represented the following entities on matters unrelated to the Debtors:

The statements contained herein respecting BFC&A and its partners, associates and counsel are based upon a conflicts check of the Firm's client database as of March 19, 2012. The Firm's database includes information from as far back as 1984. The entities subject to the conflicts check include, inter alia, the Debtors' prepetition secured creditors, the top twenty unsecured creditors ofthe Debtors as of March 19,2012, which list is currently being updated, and those equity security holders of the Debtors holding 5% or more of the equity securities issued by the Debtors. The entities subject to the conflicts check are set forth on Schedule I attached hereto and incorporated herein by reference.

(a)

Royal Bank of Scotland PLC ("RBS") BFC&A represents entities that are affiliates ofRBS in other matters wholly unrelated to the Debtors and these cases. Richard L. Foster Mr. Foster is a creditor and shareholder of the Debtors. BFC&A represents Mr. Foster in other matters wholly unrelated to the Debtors and these cases.

(b)

9.

Pursuant to Bankruptcy Rule 2014, the Firm will provide the Court with

supplemental information regarding the Firm's connections with the Debtors or any of their creditors, if any, as that information becomes available.

PROPOSED COMPENSATION
10. BFC&A intends to apply to the Court for compensation and reimbursement of

expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules for this District, and orders of this Court. Subject to allowance by the Court, BFC&A will charge the Debtors for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates as in effect on the date services are rendered. The current hourly rates charged by the primary or lead BFC&A attorneys and paraprofessionals who are expected to provide professional services to the Debtors are as follows: Partners: Associates: Raymond H. Lemisch Kari B. Coniglio Jennifer E. Smith Paralegals: Lisa Behra Elizabeth Hein
3

$625.00 $295.00 $265.00 $200.00 $240.00

The hourly rates set forth above are subject to annual adjustments to reflect economic and other conditions. Other attorneys and paralegals may from time to time serve the Debtors in connection with the matters herein described.

It has been the historical practice of BFC&A to reset its hourly rates annually, effective October of each year.

11.

BFC&A will bill its customary reimbursements as charged generally to

bankruptcy and non-bankruptcy clients alike. BFC&A is customarily reimbursed for all expenses incurred by it in connection with the representation of a client in a given matter. Such expenses include, without limitation, travel costs, long distance calls, express mail, special or hand deliveries, copying costs, document processing, computerized legal research, court fees, transcript costs and, in general, all identifiable expenses that would not have been incurred except for representation of a particular client. BFC&A is customarily reimbursed for all expenses incurred by it in connection with the representation of a client in a given matter. 12. During the 90 days prior to the commencement of this case, BFC&A was not paid

approximately any amounts for current legal services provided to the Debtors in connection with (1) the evaluation of the Debtors' financial restructuring alternatives and (2) the Debtors' determination to seek relief under the Bankruptcy Code and preparation of the necessary firstday documents and pleadings. Further, as ofthe filing of the Debtors' petitions, all amounts owed to BFC&A by the Debtors were released and waived by BFC&A. 13. BFC&A received funds from the Debtors in the amount of$3,138 to pay for the
4

filing fees associated with filing three chapter 11 petitions. 14. No promises have been received by BFC&A, or any member or associate thereof,

as to compensation or reimbursement of expenses in connection with the Debtors' chapter 11 cases. There is no agreement of any nature, other than the partnership agreement of the Firm, as to the sharing of any compensation to be paid to the Firm.

BFC&A also rendered prepetition legal services to the Debtors assisting the Debtors in assessing their respective financial conditions and how they could best proceed to maximize the return to their respective creditors.

15.

I hereby attest that the attorneys at BFC&A who will be working on this

engagement are familiar with the Bankruptcy Code, the Bankruptcy Rules, and the Local Bankruptcy Rules for this District, and shall comply with them. FURTHER AFFIANT SA YETH NAUGHT.

SWORN TO BEFORE ME and subscribed in my presence this 20 day of March, 2012.

SCHEDULE 1 a. Debtors FastShip Atlantic, Inc. FastShip, Inc. Thornycroft, Giles & Co., Inc. b. Non-debtor affiliates c. All pre- and post-petition lenders (include all members of lending groups) IP Co., LLC d. Current and former D&Os of the Debtors Bullard, Roland K. II Carlin, Andrew R. Chambers, Kathryn R. Colgan, Dennis J. Jr. Giles, David Laurent Rankin, Christopher J. e. Top 20-50 unsecured creditors, making sure to include members of any creditors committee AD I Consulting Aegis Property Group Argent Group Ltd. Blank Rome LLP Conrail Cornelison, Ronald F. Corporate Support Services DEJP Holdoings LLC Duane Morris Fountain, Michael Hearn, Peter IZAR Contrucciones Navales S.A. Jonathan Byrnes & Co. Opencroft Ltd. Osprey (U.K.) Ltd. Pedersen, Einar Sloane, A. Richard Strategic Advisors The Royal Bank of Scotland pic Urban Engineers, Inc. f. Stalking horse purchaser (if known)

g. Major equity holders, and, if there is an equity committee, the members of that committee Asson, Phyllis A. Asson, Thomas H. Bancroft, Ellen Coffin Bancroft, Frederic W. Beck, Thomas C. Bendor Grosvenor Benoliel, Peter A. Bishopsgate Settlement c/o Gabriella Grosvenor Bridges, David C. Bromiey, James H. Brown,Richard P., Jr. Carlin, David P. Carlin, Philip E. Carlin, William E. Camemark, Anne Marie Camemark, Curt Chambers, William B. Chimerine, Lawrence Christie, Guy Churton, Christopher H. Churton, Crispin Colgan, Dennis J. Colgan Enterprises Cornelison, Ronald F. Cunningham, Lynn P. Daub, W. John, III David Carlin Family Investments, LLC Davidson Trust Company Day, Rodney D. III Delaware River Port Authority DeYore, Richard A. Dillon, Joseph A. Dillon, Marie M. Dougherty, William V. III DuPont, Elise W. Dunn, David E. Edelman, John Edelman, Margaret Estate of Admiral of the Fleet The Lord Forrest E. Mars, Jr. Revocable Trust Forster, Charlotte Katherine Foster, Richard L. Giles, David L.

Giles Family Trust Giles, Thomas L. Giles, William Leonard Giles, Henry John Giles, Katherine Sarah Giles, Robert David Giles, Tamsin Giller, Katharine C. Graham, William A. IV Goss Family Trust Grosvenor, Gabriella M. Haas, John C. Hamhass Carlyle Holdings Hamilton, Ian Harris, Timothy A. Hearn, David W. Hearn, Elizabeth F. Hearn, Josephine W. Hearn, Peter Hill, Jefferson B. Hill, Joseph J. Hill, Elizabeth B. Holmes, Joan R. Huff, Lawrence Hurd, Janet Heymann Jenkins, David N. Johnson, Collister, Jr. McAlain, Robert McDonough, Henry C. McKeel, Margarett McKeel Family Partners, L.P. McKeel, Sam S. Monster, Johannes C. Nancy M. Boyes Family Trust Nichols, Michael T. Nichols, Rosemary Nimol Limited Osprey Ltd. Phillipps, Geoffrey Piasecki, V.W. Pitts, Henry C. Posada Verde L.P. Rankin, Christopher J. Rankin, Ingrid Ransom, Clifford F., II Reilly, Thomas J., Jr.

Sangberg ApS Saunders, David Clive John Sayre, Clifford M. Shiekman, Laurence Z. Sheikman, Marjorie Silverman, Milton C. Soper, Belinda Soper, James Anthony Starefossen Forvaltning A/S Stephansky, Anne STH-05 ApS Strategic Advisors Ltd. Terminal Holdings LP The Berl Bernhard Trust The Estate of John J.F. Sherrerd The Executors ofT. Martin Clucas, Decea The Stepney Gulston Trust Tolson, Jay Trust UA Dora B. Hillman et al. TTS Technology ASA Wells, Anthony R. Whelan, Daniel J. Williams, Stephen Anthony Wright, Carolyn G. Wright, David R. Wright, Patricia Zug, Jim

h. Major litigation parties

i.

Judges of Delaware Bankruptcy Court Carey, Kevin J. Gross, Kevin Shannon, Brendan L. Sontchi, Christopher S. Walrath, Mary F. Walsh, Peter J. Office of US Trustee Buchbinder, David DeAngelis, Roberta Hackman, Benjamin Kenney, Mark Klauder, David Leamy, Jane Patton, Tiiara

j.

Sarkessian, Juliet Schepacarter, Richard Tinker, Thomas Patrick

Doc 7044484 Yer I

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) (Joint Administration Pending) Re: Docket No. _____

ORDER PURSUANT TO SECTION 327(a) OF THE BANKRUPTCY CODE AUTHORIZING EMPLOYMENT AND RETENTION OF BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP AS ATTORNEYS FOR DEBTORS AND DEBTORS-IN-POSSESSION Upon the application (the Application) of FastShip, Inc., et al., the debtors and debtorsin-possession in the above-captioned chapter 11 cases (the Debtors) for entry of an order authorizing the employment and retention of the firm of Benesch, Friedlander, Coplan & Aronoff LLP (BFC&A or the Firm) as the Debtors attorneys pursuant to section 327(a) of Title 11 (the Bankruptcy Code) of the United States Code; and the Court having reviewed the verified statement of Raymond H. Lemisch (the Lemisch Affidavit), a member of the Firm; and the Court being satisfied based on the representations made in the Application and the Lemisch Affidavit that the attorneys represent no interest adverse to the Debtors estates with respect to matters upon which they are to be engaged, that they are disinterested persons as that term is defined under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code; that notice of the Application was provided to the Office of the United States Trustee for this region and requisite parties in interest and that such notice is sufficient, and that employment of the Firm is necessary and would be in the best interests of the estates; and sufficient cause appearing therefor, it is hereby

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309), FastShip Atlantic, Inc. (0980) and Thornycroft, Giles & Co., Inc. (1142). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

ORDERED THAT: 1. 2. The Application is granted. In accordance with section 327(a) of the Bankruptcy Code, the Debtors, as

debtors-in-possession, shall be and hereby are authorized to employ and retain the firm of BFC&A as attorneys, effective as of the Petition Date.

Dated: ________________, 2012 HONORABLE BRENDAN L. SHANNON, United States Bankruptcy Judge

Doc 7044485 Ver 1