IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:

FASTSHIP, INC., et al.,
1


Debtors.

)
)
)
)
)
)
Chapter 11

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



APPLICATION FOR AN ORDER APPOINTING OMNI
MANAGEMENT GROUP AS CLAIMS AND NOTICING AGENT
FOR THE DEBTORS PURSUANT TO 28 U.S.C. 156(c), 11
U.S.C. 105(a) AND LR 2002-1(f)

FastShip, Inc. (FSI), FastShip Atlantic, Inc. (FSA) and Thornycroft, Giles & Co.,
Inc. (TGC, together with FSI and FSA, the Debtors and each individually, a Debtor),
debtors and debtors in possession in the above-captioned chapter 11 cases, hereby move for entry
of an order, substantially in the form of Exhibit C hereto (the Retention Order) pursuant to
section 156(c) of title 28 of the United States Code and section 105(a) of title 11 of the United
States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code), appointing Omni Management
Group as claims and noticing agent (Claims and Noticing Agent) in the Debtors cases (the
Section 156(c) Application). In support of the Section 156(c) Application, the Debtors
respectfully represent as follows:
JURISDICTION AND VENUE
1. The Court has jurisdiction over this matter under 28 U.S.C. 157 and 1334.
This is a core proceeding under 28 U.S.C. 157(b). Venue is proper in this district under 28
U.S.C. 1408 and 1409.

1

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.
BACKGROUND
2. On March 20, 2012 (the Petition Date), the Debtors filed separate voluntary
petitions under chapter 11 of the Bankruptcy Code. The Debtors continue to operate their
businesses and manage their properties as debtors in possession, pursuant to 1107(a) and 1108
of the Bankruptcy Code.
3. Pursuant to a separate application filed on the Petition Date, the Debtors requested
joint administration of the Debtors estates, as provided for in Rule 1015(b) of the Federal Rules
of Bankruptcy Procedure (the Bankruptcy Rules).
4. 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.
5. 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.
6. 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.
7. 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
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.
8. 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.
9. 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.
10. 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.
11. 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
12. This Section 156(c) Application is made pursuant to 28 U.S.C. 156(c), section
105(a) of the Bankruptcy Code and LR 2002-1(f) for an order appointing Claims and Noticing
Agent to act as the claims and noticing agent in order to assume full responsibility for the
distribution of notices and the maintenance, processing and docketing of proofs of claim filed in
the Debtors cases. The Debtors selection of Claims and Noticing Agent to act as the claims
and noticing agent has satisfied the Courts Protocol for the Employment of Claims and
Noticing Agents under 28 U.S.C. 156(c), in that the Debtors have obtained and reviewed
engagement proposals from at least three (3) court-approved claims and noticing agents to ensure
selection through a competitive process. Moreover, the Debtors submit, based on all engagement
proposals obtained and reviewed, that Claims and Noticing Agents rates are competitive and
reasonable given Claims and Noticing Agents quality of services and expertise. The terms of
retention are set forth in the Engagement Agreement annexed hereto as Exhibit A (the
Engagement Agreement); provided, however, that Claims and Noticing Agent is seeking
approval solely of the terms and provisions as set forth in this Application and the proposed
order attached hereto.
13. Although the Debtors have not yet filed their schedules of assets and liabilities,
they anticipate that there will be in excess of 300 entities to be noticed. In view of the number of
anticipated claimants and the complexity of the Debtors businesses, the Debtors submit that the
appointment of a claims and noticing agent is both necessary and in the best interests of both the
Debtors estates and their creditors.
14. Claims and Noticing Agent has acted as the claims and noticing agent in
numerous cases of comparable size, including several cases currently or recently pending in the
United States Bankruptcy Court for this District. By way of example, Claims and Noticing
Agent served as the claims and noticing agent for the debtor or committee in Mervyns Holding
Inc., Perkins Marie Callenders, Owens Corning, and Harry & David.
2

15. By appointing Claims and Noticing Agent as the claims and noticing agent in
these cases, the distribution of notices and the processing of claims will be expedited, and the
clerks office will be relieved of the administrative burden of processing what may be an
overwhelming number of claims. In support of this Section 156(c) Application, the Debtors
submit the Claims and Noticing Agents affidavit attached hereto as Exhibit B (the Claims and
Noticing Agent Affidavit).
16. This Section 156(c) Application pertains only to the work to be performed by
Claims and Noticing Agent under the Clerks delegation of duties permitted by 28 U.S.C.
156(c) and LR 2002-1(f), and any work to be performed by Claims and Noticing Agent outside
of this scope is not covered by this Section 156(c) Application or by any Order granting approval
hereof. Specifically, Claims and Noticing Agent will perform the following tasks in its role as
claims and noticing agent (the Claims and Noticing Services), as well as all quality control
relating thereto:
a) Prepare and serve required notices and documents in the cases in
accordance with the Bankruptcy Code and the Federal Rules of
Bankruptcy Procedure (the Bankruptcy Rules) in the form and manner
directed by the Debtors and/or the Court, including (i) notice of the
commencement of the cases and the initial meeting of creditors under
Bankruptcy Code 341(a), (ii) notice of any claims bar date, (iii) notices
of transfers of claims, (iv) notices of objections to claims and objections to
transfers of claims, (v) notices of any hearings on a disclosure statement
and confirmation of the Debtors plan or plans of reorganization, including
under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any
plan and (vii) all other notices, orders, pleadings, publications and other

2
Because of the voluminous nature of the orders cited herein, they are not attached to the Section 156(c)
Application. Copies of these orders, however, are available on request of the Debtors proposed counsel.
documents as the Debtors or Court may deem necessary or appropriate for
an orderly administration of the cases.
b) Maintain an official copy of the Debtors schedules of assets and liabilities
and statement of financial affairs (collectively, the Schedules), listing
the Debtors known creditors and the amounts owed thereto;
c) Maintain (i) a list of all potential creditors, equity holders and other
parties-in-interest; and (ii) a core mailing list consisting of all parties
described in sections 2002(i), (j) and (k) and those parties that have filed a
notice of appearance pursuant to Bankruptcy Rule 9010; update said lists
and make said lists available upon request by a party-in-interest or the
Clerk;
d) Furnish a notice to all potential creditors of the last date for the filing of
proofs of claim and a form for the filing of a proof of claim, after such
notice and form are approved by this Court, and notify said potential
creditors of the existence, amount and classification of their respective
claims as set forth in the Schedules, which may be affected by inclusion of
such information (or the lack thereof, in cases where the Schedules
indicate no debt due to the subject party) on a customized proof of claim
form provided to potential creditors;
e) Maintain a post office box or address for the purpose of receiving claims
and returned mail, and process all mail received;
f) For all notices, motions, orders or other pleadings or documents served,
prepare and file or cause to be filed with the Clerk an affidavit or
certificate of service within seven (7) business days of service which
includes (i) either a copy of the notice served or the docket numbers(s) and
title(s) of the pleading(s) served, (ii) a list of persons to whom it was
mailed (in alphabetical order) with their addresses, (iii) the manner of
service, and (iv) the date served;
g) Process all proofs of claim received, including those received by the
Clerks Office, and check said processing for accuracy, and maintain the
original proofs of claim in a secure area;
h) Maintain the official claims register for each Debtor (the Claims
Registers) on behalf of the Clerk; upon the Clerks request, provide the
Clerk with certified, duplicate unofficial Claims Registers; and specify in
the Claims Registers the following information for each claim docketed:
(i) the claim number assigned, (ii) the date received, (iii) the name and
address of the claimant and agent, if applicable, who filed the claim, (iv)
the amount asserted, (v) the asserted classification(s) of the claim (e.g.,
secured, unsecured, priority, etc.), (vi) the applicable Debtor, and (vii) any
disposition of the claim;
i) Implement necessary security measures to ensure the completeness and
integrity of the Claims Registers and the safekeeping of the original
claims;
j) Record all transfers of claims and provide any notices of such transfers as
required by Bankruptcy Rule 3001(e);
k) Relocate, by messenger or overnight delivery, all of the court-filed proofs
of claim to the offices of Claims and Noticing Agent, not less than weekly;
l) Upon completion of the docketing process for all claims received to date
for each case, turn over to the Clerk copies of the claims register for the
Clerks review (upon the Clerks request);
m) Monitor the Courts docket for all notices of appearance, address changes,
and claims-related pleadings and orders filed and make necessary
notations on and/or changes to the claims register;
n) Assist in the dissemination of information to the public and respond to
requests for administrative information regarding the case as directed by
the Debtors or the Court, including through the use of a case website
and/or call center;
o) If the case is converted to chapter 7, contact the Clerks Office within
three (3) days of the notice to Claims and Noticing Agent of entry of the
order converting the case;

(p) Thirty (30) days prior to the close of these cases, to the extent practicable,
request that the Debtors submit to the Court a proposed Order dismissing
the Claims and Noticing Agent and terminating the services of such agent
upon completion of its duties and responsibilities and upon the closing of
these cases;

(q) Within seven (7) days of notice to Claims and Noticing Agent of entry of
an order closing the chapter 11 cases, provide to the Court the final
version of the claims register as of the date immediately before the close
of the cases; and

(r) At the close of these cases, box and transport all original documents, in
proper format, as provided by the Clerks Office, to (i) the Federal
Archives Record Administration, located at Central Plains Region, 200
Space Center Drive, Lees Summit, MO 64064 or (ii) any other location
requested by the Clerks Office.

17. The Claims Registers shall be opened to the public for examination without
charge during regular business hours and on a case-specific website maintained by Claims and
Noticing Agent.
18. Claims and Noticing Agent shall not employ any past or present employee of the
Debtors for work that involves the Debtors bankruptcy cases.
19. The Debtors respectfully request that the undisputed fees and expenses incurred
by Claims and Noticing Agent in the performance of the above services be treated as
administrative expenses of the Debtors estates pursuant to 28 U.S.C. 156(c) and 11 U.S.C.
503(b)(1)(A) and be paid in the ordinary course of business without further application to or
order of the Court. Claims and Noticing Agent agrees to maintain records of all services
showing dates, categories of services, fees charged and expenses incurred, and to serve monthly
invoices on the Debtors, the office of the United States Trustee, counsel for the Debtors, counsel
for any official committee, if any, monitoring the expenses of the Debtors and any party-in-
interest who specifically requests service of the monthly invoices. If any dispute arises relating
to the Engagement Agreement or monthly invoices, the parties shall meet and confer in an
attempt to resolve the dispute; if resolution is not achieved, the parties may seek resolution of the
matter from the Court.
20. The Claims and Noticing Agent has not provided any services the Debtors prior to
the Petition Date.
21. In connection with its retention as claims and noticing agent, Claims and Noticing
Agent represents in the Claims and Noticing Agent Affidavit, among other things, that:
(a) Claims and Noticing Agent will not consider itself employed by the
United States government and shall not seek any compensation from the
United States government in its capacity as the claims and noticing agent
in the cases;

(b) By accepting employment in the cases, Claims and Noticing Agent waives
any rights to receive compensation from the United States government in
connection with the Debtors cases;

(c) In its capacity as the claims and noticing agent in the cases, Claims and
Noticing Agent will not be an agent of the United States and will not act
on behalf of the United States; and

(d) It is a disinterested person as that term is defined in section 101(14) of
the Bankruptcy Code with respect to the matters upon which it is to be
engaged.

22. To the extent that there is any inconsistency between this Application, the
Retention Order and the Engagement Agreement, the Retention Order shall govern.
23. This Section 156(c) Application complies with the Protocol for the Employment
of Claims and Noticing Agents under 28 U.S.C. 156(c) and conforms to the standard Section
156(c) Application in use in this Court.
24. No trustee, examiner, or creditors committee has been appointed in these chapter
11 cases. Notice of this Section 156(c) Application has been given to: (a) the Clerk of the
Court; (b) the United States Trustee for this region, (c) the Debtors twenty largest unsecured
creditors; and (d) the DIP Lender. In light of the nature of the relief requested herein, the
Debtors submit that no other or further notice is required.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


WHEREFORE, the Debtors request entry of an order, in the form annexed hereto as
Exhibit C, authorizing Omni Management Group to act as claims and noticing agent for the
maintenance and processing of claims and the distribution of notices.

Dated: March 20, 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

- and -

Kari Coniglio, Esquire (OH 0081463)
200 Public Square
2300 BP Tower
Cleveland, OH 44114
(216) 363-4500 (Telephone)
(216) 363-4588 (Facsimile)
kconiglio@beneschlaw.com

Proposed Counsel for FastShip, Inc., FastShip
Atlantic, Inc. and Thornycroft, Giles & Co., Inc.,
Debtors and Debtors in Possession


Doc 7044214 Ver 1



EXHIBIT A
Rc:
OMNI MANAGEMENT GROUP
www.omnimgt.oom Rate Sheet
HOURLY RATES FOR STANDARD AND CUSTOM SERVICES RATE/COST
Senior consultants $195.00 per hOU!
Consultants $125 $175 per how
Prolect Specialists hou
Programmin(l $117.00. $157.50 per hou
Clerical SupportiQuality Assurance $25.00 $67.50 per hou
PRINTING AND NOTICING SERVICES
Cop) $.08 per Image
Document folding and insertion No Charge
Labels/En:ope Printl;l
$.035each
$50.00 per 1,000
Quote upon requesl
Facsimile noticing $.10/image
A! cos
{Advance payment required for postage charges
over $10,000)
Envelopes Varies by size
NEWSPAPER LEGAL NOTICE PUBLISHING
Coordinate and Publish Legal Notice Quote prior to publishing
CLAIMS MANAGEMENT
Inputting proofs of claim $1.50 per claim
{These are flat ra1e charaes; no hourly rates are
applied to the Inputting of claims}
Scanning $.10/image
Remote Internet Access for claims managemen
Se!UJ) No charge
Access $250 per month, unlimited users
CREDITOR DATABASE
Waived for 3 months.
Under 1 0,000 records No charge,
Over 1 0,000 records .05 per record,
Data Storage Over 100,000 records . 04 per record
Per lmaae Slorage No charge
INF RMA ONA . WEBSITE
Creation, configuration and initial setup No charge
Data entry/information updates $75.00 per hou
Programming and customization $117-$157.50
Debtor Website Hosting Noch
Committee Website Hosting No charge
Scanning
VIRTUAL DATA ROOMS Quote upon reques
CALL CENTERS I DEDICATED LINE
Creation, configuration and initial setup No charge
Hosting Fee $5.50 per month
Usage $.0825 per minute
Service rates (actual talk and log-entry time $67.50 per hou
CASE DOCKET/CLAIMS REGISTER No charge
SOUCITATION AND TABULATION
Plan and Disclosure Statement Mailinqs Quoted prior to printinc
Ballot Tabulation Standard hourly rates
SCHEDULES/SoFA
Preparation and updating of Schedules and SoFAs $58.50 $195.00 per hou
PRE-PETITION CONSULTING SERVICES
(e.g. , preparation of cash flow, analysis of cash management system,
evaluation of insurance coverage, assist with payroll, assist
I procurement and distribution of cashiers checks) Standard hourly rates
1 of2
OMNI MANAGEMENT GROUP, LLC
www.omnlmgt.com Rate Sheet
UST REPORTING COMPLIANCE Standard hourly rates a p p ~
(e.g . assist debtors to meet satisfy jurlsdicational requirements,
!preparation of monthly operating and PQSt-conflrmation reports)
UQUIOATING/DISBIJRSING AGENT Standard hourly rates a p p i ~
(e.g., comply with Plan requirements, preparation of disbursement
reports, payout calculations, check generation, bank reconciliations)
MISCELlANEOUS
Telephone chames At cos
Del !vel}' At cos
Archival OVD/CO-Rom $40.00 _Q_er C()py
REALTIME REPORTS
Claims Dashboard No charge
Claim Reports
~
Solicitation Dashboard No
Tabulation Dashboard No
Sollcltatlon Reports $25.QQI
Service List Manager $0.05 par party, per aenarated lisq
2of2



EXHIBIT B
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
FASTSHIP, INC., et al., ) Case No. 12-
-'-----"-=---=--
I
Debtors.
) (Joint Administration Pending)
)
)
)
DECLARATION OF' ERIC SCHWARZ IN SUPPORT OF THE
APPLICATION FOR AN ORDER APPOINTING OMNI
MANAGEMENT GROUP AS CLAIMS AND NOTICING AGENT
FOR THE DEBTORS PURSUANT TO 28 U.S.C. 156(c), 11
U.S.C. 105(a) AND LR 2002-l(f)
Eric Schwarz of Omni Management Group ("Omni"), makes this Declaration
pursuant to 28 U.S.C. 1746 and states:
2
1. I am a senior vice-president of Omni, a data processing company
specializing in the administration of bankruptcy cases. Omni has been involved in bankruptcy
administrative services for over 40 years.
2. I submit this declaration in support of the APPLICATION FOR AN
ORDER APPOINTING OMNI MANAGEMENT GROUP AS CLAIMS AND NOTICING AGENT
FOR THE DEBTORS PURSUANT TO 28 USC 156(c), 11 USC 105(a) AND LR 2002-1(/)
(the "Application") filed by the above-captioned debtors and debtors in possession in the above-
2
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 50 I, Philadelphia, P A 19103.
Certain of the disclosures herein relate to matters within the knowledge of other professionals at Omni and are
based on information provided by them.
referenced chapter 11 cases (the "Debtors"). Except as otherwise noted, I have personal
knowledge of the matters set forth herein.
3
3. Omni is one ofthe country's leading chapter 11 administrators with
expertise in noticing, claims processing, claims reconciliation and distribution and other
administrative services. Omni is well qualified to provide the Debtors with experienced services
as noticing and claims agent and to assist the Debtors in the preparation of reports required by
the United States Trustee. By way of example, Omni served as the claims and noticing agent for
the debtor or committee in Mervyn's Holding Inc., Perkins Marie Callender's, Owens Corning,
and Harry & David.
4
4. The creditor matrices in the Debtors' cases aggregate over 200 parties to
whom certain notices must be sent.
5. To the best of my knowledge, information and belief, insofar as I have
been able to ascertain after reasonable inquiry by myself or other Omni employees, other than in
connection with this engagement, neither I, nor Omni nor any of its management, employees,
agents or affiliates, have any connection with the Debtors, their creditors, the United States
Trustee for the District of Delaware, or any other party with an actual or potential interest in
these chapter 11 cases, or their respective attorneys or accountants, except as set forth below:
3
Omni is not employed by, and has not been employed by any entity other than the
Debtors in matters related to these chapter 11 cases.
Certain of the disclosures herein relate to matters within the knowledge of other professionals at Omni and are
based on information provided by them.
4
Because of the voluminous nature of the orders cited herein, they are not attached to the Section 156(c)
Application. Copies ofthese orders, however, are available on request of the Debtors' proposed counsel.
From time to time, Omni has provided services, and likely will continue to
provide services, to certain creditors of the Debtors and various other parties
adverse to the Debtors in matters wholly unrelated to these chapter 11 cases. As
described below, however, Omni has undertaken a detailed search to determine,
and to disclose, whether it is providing or has provided, services to any significant
creditor, investors, insider or other party in interest in such unrelated matters.
Omni provides services in connection with numerous cases, proceedings and
transactions unrelated to these chapter 11 cases. Those unrelated matters involve
numerous attorneys, financial advisors and creditors, some of whom may be
claimants or parties with actual or potential interests in these chapter 11 cases, or
may represent such parties.
Omni personnel may have business associations with certain creditors of the
Debtors unrelated to these chapter 11 cases. In addition, in the ordinary course of
its business, Omni may engage counsel or other professionals in unrelated matters
who now represent, or who may in the future represent, creditors or other parties
in interest in these chapter 11 cases.
6. Omni searched its client database to determine whether it had any
relationships with the Debtors and their affiliates, the officers and directors of the Debtors, the
attorneys and other professionals of the Debtors, any significant secured and unsecured creditors
and other potentially adverse parties.
7. Based on that search, Omni represents that, to the best of its knowledge,
Omni knows of no fact or situation that would represent a conflict of interest for Omni with
regard to the Debtors. Based on the information available to me, I believe that Omni is a
"disinterested person" within the meaning of section 101 ( 14) of the Bankruptcy Code in that
Omni and its personnel:
a. are not creditors, equity security holders or insiders of the Debtors;
b. are not and were not, within two years before the date of the filing
of the Debtors' Chapter 11 petitions, directors, officers or employees of
the Debtors; and
c. do not have an interest materially adverse to the interests of the
Debtors' estates or any class of creditors or equity security holders, by
reason of any direct or indirect relationship to, connection with, or interest
in, the Debtors or any investment banker for an outstanding security of the
Debtors.
8. Omni submits that it holds no adverse interest as to the matters for which
it has been employed by the Debtors. Certain individuals affiliated with Omni may render
claims and noticing services to the Debtors on a part time basis, while others have been and/or
will continue to be engaged full time. To the extent such individuals are employed on a part-
time basis, Omni submits that there are no simultaneous or prospective engagements existing
which would constitute a conflict or adverse interest as to the matters for which it has been
employed by the Debtors, nor would Omni staff such part-time temporary staff on any future
matter that would constitute a conflict or adverse interest to these matters.
9. Omni has represented and may in the future represent certain interested
parties in matters wholly unrelated to these chapter 11 cases, either individually or as part of
representation of a committee of creditors or interest holders.
10. Omni represents, among other things, that:
(a) It will not consider itself employed by the United States
government and shall not seek any compensation from the United
States government in its capacity as Claims and Noticing Agent;
(b) By accepting employment in this bankruptcy case, Omni waives
any right to receive compensation from the United States
government;
(c) In its capacity as Claims and Noticing Agent, Omni will not be an
agent of the United States and will not act on behalf of the United
States; and
(d) Omni will not employ any past or present employees of the
Debtors in connection with its work as Claims and Noticing Agent.
11. According to the books and records of Omni in the 90 days prior to the
Petition Date, Omni was not paid a retainer (the "Retainer"). There were no pre-petition fees or
expenses incurred by Omni. There are no amounts owed to Omni as of the Petition Date.
12. Subject to the Court's approval, the Debtors have agreed to compensate
Omni for administrative services rendered in connection with these Chapter 11 cases pursuant to the
Engagement Letter entered into, by and between the Debtors and Omni, a lrue and correct copy
of which is attached as Exhibit A to the Application. Payments are to be based upon the submission
to the Debtors by Omni of a billing statement, which includes a detailed listing of services, expenses
and supplies, at the end of each calendar month.
13. The compensation arrangement provided for in the Engagement Letter is
consistent with and typical of arrangements entered into by Omni and other such firms with
respect to rendering similar services for clients such as the Debtor.
14. Despite the efforts described above to identify and disclose Omni's
connections with parties in interest in these chapter 11 cases, Omni is unable to state with
certainty that every client relationship or other connection has been disclosed. In this regard, if
Omni discovers additional information that requires disclosure, Omni will file a supplemental
disclosure with the Court.
15. Omni reserves the right to supplement this Declaration in the event that
Omni discovers any facts bearing on matters described in this Declaration regarding Omni
employment with the Debtors.
16. Omni will comply with all requests ofthe Clerk ofthe Court and the
guidelines promulgated by the Judicial Conference of the United States for the implementation
of 28 U.S.C. 156(c).
Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that, to the best
of my knowledge and after reasonable inquiry, the foregoing is true and correct.
/t:i17f
Executed this_!_/___ day of I{MoA at Woodland Hills, California.
~ ~



EXHIBIT C
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

FASTSHIP, INC., et al.,
1


Debtors.

)
)
)
)
)
)
)
Chapter 11

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

Re: Docket No. ______


ORDER AUTHORIZING RETENTION AND APPOINTMENT
OF OMNI MANAGEMENT GROUP AS CLAIMS AND NOTICING
AGENT FOR THE DEBTORS PURSUANT TO 28 U.S.C. 156(c),
11 U.S.C. 105(a) AND LR 2002-1(f)
Upon the application (the Application) of FastShip, Inc., et al., debtors and debtors-in-
possession (the Debtors), for an order authorizing the retention and appointment of Omni
Management Group as Claims and Noticing Agent (Claims and Noticing Agent), under 28
U.S.C. 156(c), Section 105(a) of the Bankruptcy Code
2
and LR 2002-1(f) and to, among other
things, (i) distribute required notices to parties in interest, (ii) receive, maintain, docket and
otherwise administer the proofs of claim filed in the Debtors cases, and (iii) provide such other
administrative services as required by the Debtors that would fall within the purview of
services to be provided by the Clerks Office and upon the affidavit of Eric Schwarz submitted in
support of the Application; and the Debtors having estimated that there are in excess of 300
creditors and parties in interest in these cases, many of which are expected to file proofs of
claim, and it appearing that the receiving, docketing and maintaining of proofs of claim would be
unduly time consuming and burdensome for the Clerk; and the Court being authorized under 28

1

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.
2
Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the
Application.
U.S.C. 156(c) to utilize, at the Debtors expense, outside agents and facilities to provide notices
to parties in title 11 cases and to receive, docket, maintain, photocopy and transmit proofs of
claim; and the Court being satisfied that Claims and Noticing Agent has the capability and
experience to provide such services and that Claims and Noticing Agent does not hold an interest
adverse to the Debtors or the estates respecting the matters upon which it is to be engaged; and
good and sufficient notice of the Application having been given; and no other or further notice
being required; and it appearing that the employment of Claims and Noticing Agent is in the best
interests of the Debtors, the estates and creditors; and sufficient cause appearing therefor; it is
hereby
ORDERED, that, notwithstanding the terms of the Engagement Letter attached to the
Application, the Application is approved solely as set forth in this Order; and it is further
ORDERED, that the Debtors are authorized to retain Claims and Noticing Agent
effective March 20, 2012 under the terms of the Engagement Agreement, and Claims and
Noticing Agent is authorized and directed to perform noticing services and to receive, maintain,
record and otherwise administer the proofs of claim filed in these cases, and all related tasks, all
as described in the Application (the Claims and Noticing Services); and it is further
ORDERED, that Claims and Noticing Agent shall serve as the custodian of court records
and shall be designated as the authorized repository for all proofs of claim filed in these cases
and is authorized and directed to maintain official claims registers for each of the Debtors and to
provide the Clerk with a certified duplicate thereof upon the request of the Clerk; and it is further
ORDERED, that Claims and Noticing Agent is authorized and directed to obtain a post
office box or address for the receipt of proofs of claim; and it is further
ORDERED, that Claims and Noticing Agent is authorized to take such other action to
comply with all duties set forth in the Application; and it is further
ORDERED, that the Debtors are authorized to compensate Claims and Noticing Agent
in accordance with the terms of the Engagement Agreement upon the receipt of reasonably
detailed invoices setting forth the services provided by Claims and Noticing Agent and the rates
charged for each, and to reimburse Claims and Noticing Agent for all reasonable and necessary
expenses it may incur, upon the presentation of appropriate documentation, without the need for
Claims and Noticing Agent to file fee applications or otherwise seek Court approval for the
compensation of its services and reimbursement of its expenses; and it is further
ORDERED, that Claims and Noticing Agent shall maintain records of all services
showing dates, categories of services, fees charged and expenses incurred, and shall serve
monthly invoices on the Debtors, the office of the United States Trustee, counsel for the Debtors,
counsel for any official committee, if any, monitoring the expenses of the Debtors and any party-
in-interest who specifically requests service of the monthly invoices; and it is further
ORDERED, that the parties shall meet and confer in an attempt to resolve any dispute
which may arise relating to the Engagement Agreement or monthly invoices, and that the parties
may seek resolution of the matter from the Court if resolution is not achieved; and it is further
ORDERED, that pursuant to section 503(b)(1)(A) of the Bankruptcy Code, the fees and
expenses of Claims and Noticing Agent under this Order shall be an administrative expense of
the Debtors estates; and it is further
ORDERED, that the Debtors shall indemnify Claims and Noticing Agent under the
terms of the Engagement Agreement; and it is further
ORDERED, that Claims and Noticing Agent shall not be entitled to indemnification,
contribution or reimbursement pursuant to the Engagement Agreement for services other than the
services provided under the Engagement Agreement, unless such services and the
indemnification, contribution or reimbursement therefore are approved by the Court; and it is
further
ORDERED, that notwithstanding anything to the contrary in the Engagement
Agreement, the Debtors shall have no obligation to indemnify Claims and Noticing Agent, or
provide contribution or reimbursement to Claims and Noticing Agent, for any claim or expense
that is either: (i) judicially determined (the determination having become final) to have arisen
from Claims and Noticing Agents gross negligence, willful misconduct, or fraud; (ii) for a
contractual dispute in which the Debtors allege the breach of Claims and Noticing Agents
contractual obligations if the Court determines that indemnification, contribution or
reimbursement would not be permissible pursuant to In re United Artists Theatre Co., et al., 315
F.3d 217 (3d Cir. 2003), or (iii) settled prior to a judicial determination under (i) or (ii), but
determined by this Court, after notice and a hearing, to be a claim or expense for which Claims
and Noticing Agent should not receive indemnity, contribution or reimbursement under the terms
of the Engagement Agreement as modified by this Order; and it is further
ORDERED, that if, before the earlier of (i) the entry of an order confirming a chapter 11
plan in these cases (that order having become a final order no longer subject to appeal), or (ii) the
entry of an order closing these cases, Claims and Noticing Agent believes that it is entitled to the
payment of any amounts by the Debtors on account of the Debtors indemnification, contribution
and/or reimbursement obligations under the Engagement Agreement (as modified by this Order),
including without limitation the advancement of defense costs, Claims and Noticing Agent must
file an application therefore in this Court, and the Debtors may not pay any such amounts to
Claims and Noticing Agent before the entry of an order by this Court approving the payment.
This paragraph is intended only to specify the period of time under which the Court shall have
jurisdiction over any request for fees and expenses by Claims and Noticing Agent for
indemnification, contribution or reimbursement, and not a provision limiting the duration of the
Debtors obligation to indemnify Claims and Noticing Agent. All parties in interest shall retain
the right to object to any demand by Claims and Noticing Agent for indemnification,
contribution or reimbursement; and it is further
ORDERED, that in the event Claims and Noticing Agent is unable to provide the
services set out in this order, Claims and Noticing Agent will immediately notify the Clerk and
Debtors attorney and cause to have all original proofs of claim and computer information turned
over to another claims and noticing agent with the advice and consent of the Clerk and Debtors
attorney; and it is further
ORDERED, that the Debtors may submit a separate retention application, pursuant to 11
U.S.C. 327 and/or any applicable law, for work that is to be performed by Claims and Noticing
Agent but is not specifically authorized by this Order; and it is further
ORDERED, that the Debtors and Claims and Noticing Agent are authorized to take all
actions necessary to effectuate the relief granted pursuant to this Order in accordance with the
Application; and it is further
ORDERED, that, notwithstanding any term in the Engagement Agreement to the
contrary, the Court retains jurisdiction with respect to all matters arising from or related to the
implementation of this Order; and it is further
ORDERED, that Claims and Noticing Agent shall not cease providing claims processing
services during the case(s) for any reason, including nonpayment, without an order of the Court;
and it is further
ORDERED, that in the event of any inconsistency between the Engagement Agreement,
the Application and the Order, the Order shall govern.


Dated: , 2012




HONORABLE BRENDAN L. SHANNON
United States Bankruptcy Judge

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