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)

Hearing Date: June 28, 2012 at 10:00 a.m. (ET)
Objection Deadline: June 21, 2012 at 4:00 p.m. (ET)


MOTION FOR ENTRY OF AN ORDER UNDER BANKRUPTCY CODE
SECTION 365 AUTHORIZING DEBTOR TO ASSUME AND ASSIGN UNEXPIRED
LEASE OF STORAGE SPACE TO LIQUIDATING TRUST

FastShip, Inc. (the Debtor, together with FSA and TGC, the Debtors) hereby moves
(this Motion) the Court, pursuant to Bankruptcy Code section 365 and Bankruptcy Rule
6006(a), for entry of an order authorizing it to assume the License Agreement (the Agreement)
between the Debtor and 1608 Retail Associates LP (the Lessor) and assign the Agreement to
the liquidating trust (the Liquidating Trust) to be established pursuant to the terms of the Joint
Liquidating Amended Plan of FastShip Inc. and its Subsidiaries Pursuant to Chapter 11 of the
United States Bankruptcy Code (the Plan) [Doc. No. 95]. In support of the Motion, the Debtor
states as follows:
JURISDICTION
1. The Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and
1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue of the Debtors
jointly administered chapter 11 cases and this Motion is proper pursuant to 28 U.S.C. 1408

1

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. (FSA) (0980) (Case No. 12-10970 (BLS)) and
Thornycroft, Giles & Co., Inc. (TGC) (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors
is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.
2
and 1409. The statutory predicates for the relief sought herein are section 365 of the Bankruptcy
Code and Bankruptcy Rule 6006(a).
BACKGROUND
2. On March 20, 2011 (the Petition Date), the Debtors filed voluntary petitions for
relief under chapter 11 of the Bankruptcy Code. The Court entered an order directing the joint
administration of these cases for administrative purposes only.
3. As has previously been explained to this Court in detail,
2
the Debtors filed these
chapter 11 cases in order to create a liquidating trust to pursue and monetize an IP Claim
3
against
the U.S. Government and to distribute the proceeds of such litigation to the Debtors creditors in
an orderly fashion.
4. In order to fulfill that purpose, on May 30, 2012, the Debtors filed the Plan,
pursuant to which the Liquidating Trust is to be formed for the liquidation and distribution of the
Debtors assets, including a portion of the proceeds of the IP Claim. In order to carry out the
intention of the Trust, the Trustee of the Liquidating Trust (the Trustee) must have access to
the Debtors books and records which are currently stored in the storage facility rented from the
Lessor.
5. Pursuant to the terms of the Agreement with the Lessor,
4
the Debtor is currently
under a month-to-month lease obligation whereby the Debtor enjoys the use and enjoyment of
the storage facility in exchange for payment of $170.00 per month. Prior to the Petition Date, the
Debtor was current in all obligations to the Lessor and the Debtor has timely made all post-
petition payments.

2

See Declaration of Roland K. Bullard, II In Support of Chapter 11 Petitions and Requests for First Day Relief (the
Declaration) [Docket No. 9].

3
IP Claim, as used herein, shall have the definition given to it in the Declaration.
3
6. The Plan provides that all agreements not assumed and assigned per separate
motion shall be rejected as of the Effective Date (as defined in the Plan). Accordingly, to ensure
that the Agreement is assumed and assigned so that the Trustee may continue to maintain access
to the Debtors books and records, the Debtor seeks the relief sought herein.
RELIEF REQUESTED AND THE REASONS THEREFOR
7. By this Motion, Debtor seeks authority, under section 365(a) of the Bankruptcy
Code, to assume and assign to the Liquidating Trust, the Agreement between the Debtor and the
Lessor.
8. Section 365(a) of the Bankruptcy Code provides that, subject to court approval, a
debtor may assume or reject any executory contract or unexpired lease.
5

9. Although the statute is silent as to the standards guiding a court in determining
whether to approve a debtors request to assume or reject a lease or contract, courts have
typically employed the so-called business judgment rule to measure the decision by
management to assume or reject an executory contract or unexpired lease.
6

10. Thus, courts normally respect managements business judgment absent
extraordinary circumstances that suggest the decision is uninformed, is made in bad faith, or
otherwise represents an abuse of the discretion entrusted to management.
7

11. In this case, the Debtor has determined, based upon its business judgment, that
assumption and assignment of the Agreement to the Liquidating Trust is in the best interests of
its estate and its creditors. The Agreement is an important component of the Plan and the

4
A copy of the Agreement is attached hereto as Exhibit A.
5
11 U.S.C. 365(a).
6
See In re Federal Mogul Global, Inc., 293 B.R. 124 (D. Del. 2003).
7
See Lubrizol Enterprises v. Richmond Metal Finishers, 756 F.2d 1043, 1047 (4th Cir. 1985) (The issue presented
for the first instance for judicial determination of the bankruptcy court is whether the decision of the debtor that
4
Liquidating Trust as the Agreement provides the Liquidating Trust with an inexpensive safe
place for the continued storage of the Debtors books and records. The retention of such
documents is crucial to the Liquidating Trusts ability to carry out its duties in liquidating and
distributing the Debtors assets.
12. Absent assumption and assignment of the Agreement to the Liquidating Trust, the
Liquidating Trust would incur additional expenses in finding substitute storage and transporting
the Debtors books and records to an alternative storage facility.
13. As explained above, the Debtor is current in all pre and post-petition obligations
owed to the Lessor. Further, pursuant to the terms of the Plan, funding is available for the
Liquidating Trust to pay all expenses, including the amounts that will be owed to the Lessor
under the Agreement once assigned to the Liquidating Trust. The Debtor asserts that the budget
and funding under the Plan constitute adequate assurance of future performance by the
Liquidating Trust.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

rejection will be advantageous is so manifestly unreasonable that it could not be based on sound business
judgment, but only bad faith, or whim or caprice.).
5
WHEREFORE, the Debtor respectfully requests that the Court enter an order authorizing
it to assume and assign the Agreement to the Liquidating Trust pursuant to section 365(a) of the
Bankruptcy Code, such relief effective as of the Effective Date of the Plan, and granting the
Debtor such other and further relief as the Court deems just and proper.
Dated: June 5, 2012
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, 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




Doc 7185638 Ver 1
7187388 v1
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)

Hearing Date: June 28, 2012 at 10:00 a.m. (ET)
Objection Deadline: June 21, 2012 at 4:00 p.m. (ET)


NOTICE OF MOTION

TO: (1) the Office of the United States Trustee; (2) the Debtors twenty largest unsecured
creditors; (3) the DIP Lender; (4) 1608 Retail Associates LP; and (5) all parties
requesting notice pursuant to Bankruptcy Rule 2002
PLEASE TAKE NOTICE that FastShip, Inc., et al. (the Debtors), by and through their
undersigned counsel, have filed the Motion for Entry of an Order Under Bankruptcy Code
Section 365 Authorizing Debtor to Assume and Assign Unexpired Lease of Storage Space to
Liquidating Trust (the Motion).
You are required to file a response, if any, to the Motion, on or before June 21, 2012 at
4:00 pm. (ET).
At the same time, you must serve a copy of the response upon the Debtors attorneys:
Raymond H. Lemisch, Esquire
Jennifer R. Hoover, Esquire
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
222 Delaware Avenue, Suite 801
Wilmington, DE 19801

Kari B. Coniglio, Esquire
200 Public Square, Suite 2300
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
Cleveland, OH 44114




1

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. (FSA) (0980) (Case No. 12-10970 (BLS)) and
Thornycroft, Giles & Co., Inc. (TGC) (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors
is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.
7187388 v1
A HEARING ON THIS MATTER WILL BE HELD ON JUNE 28, 2012 AT 10:00
A.M. (ET) BEFORE THE HONORABLE BRENDAN L. SHANNON AT THE UNITED
STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET
STREET, 6
TH
FLOOR, COURTROOM NO. 1, WILMINGTON, DELAWARE 19801.
IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT
MAY GRANT THE RELIEF REQUESTED WITHOUT FURTHER NOTICE OR HEARING.
Dated: June 5, 2012
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, 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






EXHIBIT A
LICENSE AGREEMENT
This License Agreement is made thisCday of \,!\.-'-{ 20 1608 Retail Associates LP,
a Pennsylvania Limited Partnet:ship with an office c/o Cushman Wakefield,.lnc. ofPA, 1608 Walnut
Street, Philaclclphia, P A J91 Q3 (Licensor) and Management Partners, LLC, Fastship....., with an
office at 1608 Walnut Street, Suite 501. Philadelphia, PA 19103 (Licensee) and sets forth the terms and
conditions upon )vhich Licensor hereby grants and Licensee hereby accepts a license to use a Storage
Cubicle in the Basement level of the building known as Condominium Unit 1 of the 1608 Walhut Street
Condominium located at 1608 Walnut Street in Philadelphia, PA. (Building).
1 . . . .
PREMISES: Stora,ge Cubicle number #1 0
COMMENCEMENT DATE: 8/1/2010 .
TERM:J:N"ATION DATE: TI1e.term ofthis License Agreement shall expire (1) calendar year from the
Connrieucement Da\e. provided however, the ten11 hereof shall automatically be extended for one or
more successive thirty . .(30) day.period(s) unless Licensee or Licensor notifies the other, in "Writing, 60
..... Qi!Y.!Lil1 .. tqterminale this License at the conclusiou of the then current sixty (60)
- -day-term:------ ----
USE FEE: $ 170.00 per month, payable in advance and without offset on the 'first day of each calendar
month to the Licensor at its above address. (or any other address desiJ;,'llated byLicensor). The monthly
rate will 3'Yo. in each year on the anniversary date of this Agreement. If the commencement date
occurs on a date other than the first day of the month, the rent for that month shall be pro-rated.
' '
. LATE-P.AYM:ENTz Foreach month that the Use Fee due hereunder iB not fhlly p:tid bytl:\1itbith'bfthe
., iilintofS% ofthe . .. . , . . .. . . ..
USE; , . ]=>rerois<;',s ;Will ho usedsolely for' document storage and general office "sitpplies and of
. No hazardo)ls, dangerous, explosive or obnoxious substances ot materials (including
foodstuffs or may be used or stored in the Premises. Only materials owned by Licensee may
wi:t:hinJhe :Premises, which shall he maintained in a clean and orderly manner.
USE)\ ll\([pRQVElvfE:NTi Licensee accepts the Premises in its as-is where-is condition and Licensor
no perfo!nJ any work in respect thereh . . . .. . . ' . . ...
'
SURRENDER OF: CUBICLE: At the end of the term of this Agreement, Licensee 11.gn:es to smrender
the Cubicle to Licensor in broom clean condition and in good order and repair (ordinary wear and tear
excepted). If Licel)_se.e fail to removeany of its property, the Use Fee shall cblltinue to be due and
payable .until all of Licensee's property has been removed. Licensor shall provide written notice to
Licensee to remove its property no later than 30 days after surrender. If, after Licensor gives s\lch written
notice to remove, Licensee's pn;>perty is still uot removed, then from and after 30 days after such written
notice, Licensor. may enter the Premises and remove the property and deliver same to License.e at ,
Licensee's sole cost and Licensee agrees that Licensor shall have noliabiliiywhatsoevei for
dainage, destruction.or loss to the property resulting from the utilization of the aforementioned remedy.
" I i .: '" , ;. . ! ' ' : , "
.herelmd,eishaUbe 'io. th(;: of ai!d LkenS'ee
hereni;_ ,...; .i .. ,
, I , \; ' 1, ' ' '
0
/' : '.0"!' :,,;' o:,: '
',i:
.':. .:.r,'d(
_, /
.... , ... '':''.
'. ''
SERVICES PRo\riDBD :BV OWNER: Licensor shall have no responsibility to provide any services.
SUBLETTING/ ASSIGNMENT: Licensee may not assign this License Agfeement or sublet the Premises
or allow it to be used qr occupied by any person or entity without Licensor's prior written consent (which
Licensor may grantor wi.tl:JJ:told in its sole discret.i.on).
INilE.MNJFICATJON AND RELEASES: . Licensee acknowledges that Licensor has no
responsibility for the loss, damage, and theft or in any other manner in respect to property materials
contained in the Licensee agrees to indemnify, defend and hold Licensor harmless from any
Joss, cost, clain), danlage or expense (induding, without liraitation, reaso11able. legal fees) suffered in
connection with Licensee's use or occt\pancy of the Premises Licensee releases Licensor ft;om all
liability for loss, cost or expense suffered in conhecti(m With the Premises and the pf6jlerty and materials
CO!ltained t}1erein, It is understood that this Agreement creates a license only and that the Licensee does
. not have and shall not claim at any time any interest or estate of any kind or exten.t whatsoever in the
Premises by virtue of the License or its use of the Premises hereunder.
SECURITY DEPOSIT: .Upon the exebuti.on'of this Agreement, Licensee shall deposit with JA.censor, in ..... .
addition to the first months Use Fee, au additional sum equano thiee (3) months Use Fee, 9f $510.00as
a security deposit (Security Deposit) for the faithful perfom1ance of the tenps and conditions of this
License. The Security Deposit shall be retained by Licensor until the expiration of this Agreement and
shall be returned to Licensee without interest provided that Licensee am! complied with
and condition.s of this Agreement. Otherwise, the. Security Deposit may be retained by Licensor as
liquidated damages, or, at its option, applied by Licensor against actual loss, damage or injury chargeable
to Licensee hereunder. If Licensor determines that such loss, damage or injury exceeds the Security
Deposit, LicqlS<:c shall promptly ay any such excess. ,
IN WITNESS WHEREOF, Licensor and Licensee have executed this License Agreement as of the date
aud year first above written.
1608 Retail Associates L.P.
(Licensor) . . .
By Reb
Gener
. License
2
',,, L. ..n. .... _#4.- .,.,. . .. ',_,. .. ...... - ..-----""'-'""''
"""-"-'"'"'
(Licensee)
By: ,
. " J..<.-

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: Docket No. ____

ORDER AUTHORIZING DEBTOR TO ASSUME AND ASSIGN
UNEXPIRED LEASE OF STORAGE SPACE TO LIQUIDATING TRUST

This matter came before the Court upon the motion (the Motion) of FastShip, Inc. (the
Debtor, together with FSA and TGC, the Debtors), pursuant to Bankruptcy Code section 365
and Bankruptcy Rule 6006(a), for entry of an order authorizing the Debtor to assume the License
Agreement
2
(the Agreement) between the Debtor and 1608 Retail Associates LP (the Lessor)
and assign the Agreement to the liquidating trust (the Liquidating Trust) to be established
pursuant to the terms of the Joint Liquidating Amended Plan of FastShip Inc. and its Subsidiaries
Pursuant to Chapter 11 of the United States Bankruptcy Code (the Plan) [Doc. No. 95], with
such relief to be effective upon the entry of the Effective Date of the Plan; the Court, having
reviewed the Motion and the relief requested therein finds as follows:
A. The Court has jurisdiction over this matter to 28 U.S.C. 157 and 1334 and this
is a core proceeding pursuant to 28 U.S.C. 157(b)(2).
B. Due and sufficient notice of the Motion has been given to all requisite parties in
interest. No objections to the relief requested were interposed prior to or at the time of the
hearing.

1

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. (FSA) (0980) (Case No. 12-10970 (BLS)) and
Thornycroft, Giles & Co., Inc. (TGC) (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors
is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.
2
C. The legal and factual bases set forth in the Motion establish just cause for the
relief granted herein, including without limitation, the determination that the Liquidating Trust
can provide adequate assurance of future performance.
D. The granting of the Motion is in the best interests of the Debtor and its estate and
creditors.
IT IS THEREFORE ORDERED, ADJUDGED AND DECREED as follows:
1. The Motion is hereby granted.
2. Pursuant to Bankruptcy Code section 365(a), the Debtor is authorized to assume
and assign the Agreement to the Liquidating Trust, effective as of the Effective Date of the Plan.
3. The 14-day stay of the effectiveness of this order pursuant to Bankruptcy Rule
6006(d) is hereby waived.

Dated: June _____, 2012
THE HONORABLE BRENDAN L. SHANNON
United States Bankruptcy Judge



2
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Motion.
Doc 7187324 Ver 1