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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE


In re:
FASTSHIP, INC., et al.,
Debtors.
1

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)
)
)
)
)
)
Chapter 11

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

Hearing Date: April 25, 2012 at 9:30 a.m. (ET)
Objection Deadline: April 18, 2012 at 4:00 p.m. (ET)

MOTION OF FASTSHIP INC. FOR ORDER PURSUANT TO SECTION 365(a)
OF THE BANKRUPTCY CODE AUTHORIZING REJECTION OF
PREPETITION CONSULTING AGREEMENT WITH THORNYCROFT,
GILES & ASSOCIATES, LTD. NUNC PRO TUNC TO THE PETITION DATE

FastShip, Inc. (FSI), debtor and debtor in possession in the above-captioned chapter 11
case (the Debtor), hereby moves (the Motion) the Court, pursuant to section section 365(a)
of Title 11 (the Bankruptcy Code) of the United States Code authorizing the Debtor to reject
FSIs prepetition consulting agreement with Thornycroft, Giles & Associates, Ltd. (TGA),
dated October 16, 2003. A proposed Order granting the relief sought herein is annexed hereto.
In support of this Motion, the Debtor respectfully represents as follows:
JURISDICTION
1. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 1334. This
proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A) and (N). Venue is proper
in this District and in this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory
predicates for the relief sought herein are sections 105(a) and 365(a) of the Bankruptcy Code and
Rule 6006(a) of the Bankruptcy Rules.
BACKGROUND

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. (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.


2
A. Overview of the Debtors Business and Need for
Protection Under Chapter 11 of the Bankruptcy Code.

2. The Debtors (FSI, along with related Chapter 11 debtors-in-possession, FastShip
Atlantic, Inc. (FSA) and Thornycroft, Giles & Co., Inc. (TGC)) 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.
3. 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.
4. 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.
5. 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.
6. 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
3
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.
7. 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.
8. At the same time that hope for the commercial business plan faded, the U.S. Navy
took delivery of 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.
9. Through the bankruptcy process, the Debtors will create a liquidating trust to
pursue and monetize the patent infringement litigation (the IP Litigation) against the U.S.
government and distribute the proceeds of such action to their creditors in an orderly fashion.
10. Accordingly, on March 20, 2012 (the Petition Date) the Debtors filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code.
11. The Debtors continue to operate their business and manage their assets as debtors-
in-possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.
12. To date, no trustee, examiner or official committee of unsecured creditors has
been appointed or designated in these cases.
4
B. The Consulting Agreement with TGA.

13. Prior to the Petition Date, FSI entered into a consulting agreement dated October
16, 2003, effective January 1, 2003 (the Consulting Agreement) with TGA, a copy of which is
annexed hereto as Exhibit A. TGA is an entity owned by David Giles, a former officer and
director of each of the Debtors and a significant shareholder of FSI.
14. Pursuant to the terms of the Consulting Agreement, TGA was required to provide
consulting services to FSI regarding technical matters relating to the FastShip Technology and
FastShip Project (as defined in the Consulting Agreement). The Consulting Agreement further
provided, inter alia, that TGA would (i) supervise patent development or oppositions relating to
the FastShip Technology; (ii) obtain editorial comments and articles relating to the FastShip
Technology and participate in conferences and symposiums as part of FSIs public relations
plan; (iii) develop political and military support for the FastShip Project; (iv) develop concepts
for other applications of the FastShip Technology; and (v) consult with FSIs other personnel and
consultants about the seaworthiness, propulsion, and performance of the FastShip Technology.
15. The Consulting Agreement provides for monthly compensation to TGA in the
amount of $17,500, payable as follows: (i) 50% in cash on the first day of the month and (ii)
50% in cash at Financial Close (as defined in the Consulting Agreement). The Consulting
Agreement further provides for a cash bonus of $175,000 and a stock bonus of 100,000 shares of
FSIs common stock at Financial Close.
16. As set forth in the Consulting Agreement, TGAs retention as an independent
contractor could be terminated by either party without cause upon 60 days written notice. The
Consulting Agreement further provides that FSI may terminate the agreement for cause, effective
as of delivery of written notice of same.
5
RELIEF REQUESTED AND BASES THEREFOR
17. Section 365(a) of the Bankruptcy Code empowers a debtor to reject prepetition
unexpired leases and executory contracts. See, e.g., City of Covington v. Covington Landing
Limited Partnership, 71 F.3d 1221 (6
th
Cir. 1995). The determination of whether a particular
executory contract may be rejected by a debtor is subject to the business judgment rule (i.e., if
the rejection of the contract reflects the reasonable business judgment of the debtor, the court
should approve the proposed rejection). See, e.g., In re HQ Global Holdings, Inc., 290 B.R. 507
(Bankr. D. Del. 2003); In re SIS Corp., 108 B.R. 608 (Bankr. N.D. Ohio 1989).
18. As of the Petition Date, the Consulting Agreement required FSI to pay TGA cash
compensation in consideration of its consulting services. Because the Consulting Agreement
would have required such continuing, mutual performance by FSI and TGA as of the Petition
Date, the Consulting Agreement is an executory contract within the meaning of section 365(a)
of the Bankruptcy Code. See, e.g., In re Continental Airlines, Inc., 154 B.R. 172 (Bankr. D. Del.
1993).
19. Here, rejection of the Consulting Agreement reflects FSIs sound business
judgment because, among other reasons, FSI has no need for TGAs services because FSI is no
longer pursuing financing to fund the FastShip Project and instead seeks to use the bankruptcy
process to create a liquidating trust to pursue and monetize the IP Litigation. Accordingly, FSI
should be authorized to reject the Consulting Agreement, nunc pro tunc to the Petition Date.
Further, since at least the Petition Date, TGA has provided no services to FSI and TGA. In
addition, TGAs owner, David Giles, has known since prior to the Petition Date that TGAs
services would not be necessary in the bankruptcy proceedings.
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NOTICE
20. Notice of this Motion has been given to: (a) the Office of the United States
Trustee; (b) each of the Debtors top twenty (20) unsecured creditors; (c) all parties requesting
notices in this bankruptcy case; (d) the Debtors DIP Lender; and (e) TGA. In light of the nature
of the relief requested herein, the Debtors submit that no other or further notice is required.
WHEREFORE, the Debtor requests that the Court enter an order, substantially in the
form attached hereto, authorizing FSI to reject the Consulting Agreement nunc pro tunc to the
Petition Date, and granting such other and further relief as is just and proper.

Dated: April 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

Proposed Counsel for FastShip, Inc., FastShip
Atlantic, Inc. and Thornycroft, Giles & Co., Inc.,
Debtors and Debtors in Possession
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: April 25, 2012 at 9:30 a.m. (ET)
Objection Deadline: April 18, 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) Thornycroft, Giles & Associates, Ltd.; 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 of FastShip, Inc. for Order Pursuant to Section
365(a) of the Bankruptcy Code Authorizing Rejection of Prepetition Consulting Agreement with
Thornycroft, Giles & Associates, Ltd. Nunc Pro Tunc to the Petition Date (the Motion).
You are required to file a response, if any, to the Motion, on or before April 18, 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 E. Smith, Esquire
BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP
222 Delaware Avenue, Suite 801
Wilmington, DE 19801


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. (0980) (Case No. 12-10970-BLS) and Thornycroft, Giles & Co., Inc.
(1142) (Case No. 12-10971. The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.
7112914_1.DOC
2
A HEARING ON THIS MATTER WILL BE HELD ON APRIL 25, 2012 AT 9:30 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: April 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
2300 BP Tower
Cleveland, OH 44114
(216) 363-4500
(216) 363-4588
kconiglio@beneschlaw.com

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




EXHIBIT A
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT is made and entered into as of October 16,2003 by
and between F ASTSHIP, INC., a corporation organized and existing under the laws of Delaware
(the "Company'') and THORNYCROFT, GILES & ASSOCIATES, LTD., an entity organized
and existing under the laws of England ("TGA'' or the "Consultant").
WITNESSETH
"WHEREAS, Thornycroft, Giles & Co., Inc., a wholly owned subsidiary of the Company,
has a patented semi-planing monohull design technology (the "FastShip Technology") in the
design and construction of a ileet of commercial cargo ships that will operate at speeds of 37 to
42 knots (the "FastShip Project");
WHEREAS, David L. Giles ("Giles"), who is a principal of TGA, has considerable
lmowledge, experience and expertise with respect to the FastShlp Technology; and
WHEREAS, the Company desires to retain TGA as a consultant, and TGA is willing to
provide consulting services to the Company, on the terms and conditions set forth herein;
THEREFORE, in consideration of the premises and the mutual covenants, terms and
conditions contained herein, the parties hereto agree as follows:
I. Consulting Services. The Company hereby retains TGA, and TGA hereby agrees
to serve, as a consultant to the Company on technical matters relating to the FastShip
Technology and the FastShip Project. TGA shall report to the Chief Executive Officer and/or the
President of the Company. The duties of TGA shall be defined by the Company's management
and shall include, but are not limited to, the following:
(a) Patents. TGA shall have responsibility for supervising the continuing
patent developments or oppositions relating to the FastShip Technology and for the filing
of new claims as appropriate.
(b) Public Relations. To ensure that the FastShip Project continues to generate
public interest, TGA shall work with the management of the Company to obtain editorial
comments and articles relating to the FastShip Technology in leading trade publications
and to participate in relevant conferences and symposiums.
(c) Financing and Political Contacts. TGA shall work with the management of
the Company to develop political and military support for the FastShip Project and.to raise
funds for the construction of the vessels.
(d) Further Development of Technology. TGA shall develop concepts and
ideas for other applications of the FastShip Technology involving innovation and
creativity in other areas than design and as may be requested by the management of the
Company.
(e) Technical Review. TGA shall consult with the Company's other technical
personnel and consultants to review and be involved in the oversight for design issues
involving the seaworthiness, propulsion, performance, structure and payload of the
FastShip Technology. TGA shall participate in discussions and be kept fully informed of
any proposed changes to the FastShip Technology and shall make recommendations to the
Company's Board of Directors with respect to any design issues or changes to the FastShip
Technology, including any concerns or issues that TGA may have with respect to such
design issues or changes.
2. Fee for Services. In consideration for the services to be performed by TGA
hereunder, the Company shall pay to TGA a fee of $17,500 per month payable as follows: (i)
50% in cash on the first day of the month and (ii) 50% in cash at the closing on the main
financing for the construction of the first FastShip vessels ("Financial Close"). After Financial
Close, the Company shall pay to TGA a fee of $17,500 per month payable in cash on the first
day of the month. At Financial Close, the Company shall pay to TGA (i) a cash bonus of
$175,000 and (ii) a stock bonus of 100,000 shares of the Company's Common Stock. The
compensation set forth in this Section 2 shall be renegotiated prior to Financial Close.
3. Expenses. The Company shall reimburse TGA for all reasonable and necessary
expenses incurred by TGA in connection with its performance of consulting
services hereunder.
4. Independent Contractor. It is understood and acknowledged that in performing the
consulting services contemplated by this Agreement, TGA is acting as an independent
contractor.
5. Term and Termination.
(a) This Agreement shall be effective as of January 1, 2003 and shall have a term of
three years following Financial Close. This Agreement may be extended upon terms mutually
agreeable to the Company and the Consultant prior to its expiration.
(b) The Consultant or the Company shall have the right to terminate this Agreement
upon 60 days written notice.
(c) The Company shall have the right to terminate this Agreement at any time for
"Cause" upon written notice to the Consultant, and such termination shall be effective upon
delivery of such notice. For purposes of this Agreement, "Cause" shall mean a material breach of
this Agreement by the Consultant (other than by reason of the death or disability of the
Consultant), including misappropriation of funds of the Company, conviction of a felony (provided
all right of appeal has been exhausted), willful and deliberate malfeasance, gross negligence, or
any act seriously impeding the Consultant's ability to represent the Company.
2
(d) If this Agreement is terminated for Cause by the Company or is terminated by the
Consultant, the Consultant shall be entitled to receive any unpaid. salary accrued to the date of
termination plus any unpaid expense reimbursement, reduced by any claim the Company may have
against the Consultant for breach of this Agreement or otherwise.
(e) If this Agreement is terminated by the Company in connection with Financial Close
or the sale of the Company, the Company shall pay the Consultant three times annual market
compensation ("market" as determined by an independent expert and to include salary and bonus
projections). In addition, the Company shall pay the Consultant any bonus or portion thereof
granted by the Board of Directors and earned by the Consultant but remaining unpaid on the date
of termination, plus any expense reimbursements due to the Consultant through such date.
(f) If Giles dies during the term of this Agreement, the Company shall pay to the
Consultant any unpaid fees, any bonus or portion thereof granted by the Board of Directors and
earned by the Consultant but remaining unpaid, and any unpaid expense reimbursement due
hereunder, in each case as of the date of Giles' death.
(g) In the event that Giles becomes physically or mentally disabled during the term of
this Agreement, the Consultant shall be entitled to receive its full fees for a period of 90 days
following the determination of such disability.
6. Confidentiality.
(a) TGA shall not, during t.he period of this Agreement hereunder or at any time
thereafter, unless specifically authorized by a resolution of the Board of Directors of the
Company, use or disclose to any person or entity, any confidential or secret information with
respect to the business or affairt;; of the Company, or any of its affiliates, including any
information concerning customers or prospective customers of the Company or its affiliates,
unless such information becomes generally available to the public (and only after it becomes so
available). TGA agrees that all confidential an4 other information, intellectual property, data and
products, including software and technical systems, and other property prepared, compiled or
developed by TGA while performing services for the Company hereunder shall be the property
ofthe Company. All files and records relating to the Company in TGA's possession shall be the
property of the Company and shall be returned to the Company upon the termination of this
Agreement.
(b) The Consultant agrees that it shall not publish any article, book or any other type
of written or electronic work relating to the business of the Company or the FastShip Technology
without the prior written consent of the Board of Directors until the earlier of (i) the completion
of an initial public offering, strategic sale or similar liquidity event of the Company or (ii) six
years from Financial Close. This limitation shall survive the termination of this Agreement.
7. Equitable Relief. TGA acknowledges and agrees that the restrictions contained in
Section 6 of this Agreement are reasonable and necessary to protect the legitimate business
3
interests of the Company. TGA further acknowledges and agrees that any breach of any
provision of Section 6 hereof will cause immediate and irreparable injury to the Company, and
that the Company shall be entitled to injunctive relief to prevent any such actual or threatened
breach. This Section 7 shall not be construed in such a manner as to prevent the Company from
pursuing any other remedies in law or equity to which it may be entitled as the result of any such
actual or threatened breach.
8. Non-competition. During the term of this Agreement and for a period of two
years following the termination of this Agreement, the Consultant shall not, without the prior
written consent of the Board of Directors of the Company, directly or indirectly, own, manage,
operate, fmance, join or control, or participate in the ownership, management, operation,
financing or control of, or be or become an officer, director, executive, pa.rtner, principal, agent,
representative or consultant of, or use or permit his name to be used in connection with, any
business or enterprise offering products or services that compete with the products and services
offered by the Company in the markets served by the Company.
Notwithstanding the foregoing, this Section 8 shall not be deemed to prohibit the passive
ownership by the Consultant of the capital stock of any corporation whose capital stock is
publicly traded on a stock exchange. If the provisions of this Section 8 should be found by a
court of competent jurisdiction to exceed the time, geographic, product or other limitations
permitted by applicable law, then such provisions shall be deemed reformed to the maximum
time, geographic, product or other limitations permitted by such law.
9. Notices. All notices, consents, approvals, requests, instructions and other
communications required by or related to this Agreement shall be in writing and shall be
delivered personally or shall be sent by registered or certified mail, return receipt requested, or
by telex or facsimile transmission, to the receiving party at the following address and
communication numbers:
If to the Company: FastShip, Inc.
123 Chestnut Street
Suite204
Philadelphia, Pennsylvania 19106
Tel: (215) 574-1770
Fax: (215) 574-1775
If to TGA: Thomycroft, Giles & Associates, Ltd.
106 Northside Clapham
London SW 4 9SH England
Tel: 011-44-171-228-7012
Fax: 011-44-171-924-7501
Attn: David L. Giles
4
Either party may change its address or communication numbers listed above by notifying the
other party of such change in the manner prescribed by this Section 9.
10. Binding Effect and Assignment. This Agreement shall inure to the benefit of and
be binding upon personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees of the parties hereto. Neither party may assign its rights or
obligations hereunder without the prior written consent of the other party hereto.
11. Entire Agreement. This Agreement constitutes the full and complete
understanding among the parties hereto with respect to the subject matter hereof, and supersedes
all prior agreements, arrangements and understandings, oral or written, between the parties
hereto with respect to the subject matter hereof.
12. Amendment. This Agreement may be amended or supplemented at any time
only by written instrument executed by both the Company and TGA.
13. Severability. Each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by applicable law. Should any term or provision of
this Agreement be held invalid, illegal or unenforceable, the remainder of this Agreement,
including the application of such term to the extent not invalid, illegal or unenforceable, shall not
be affected thereby, and this Agreement shall be interpreted as if such term or provision, to the
extent invalid, illegal or unenforceable, did not exist.
14. Section Headings. The headings in this Agreement are for convenience of
reference only and shall not be considered as part of this Agreement or limit or otherwise affect
the meaning hereof.
15. Payment of Litigation Costs. fu the event of any litigation between the parties in
connection with this Agreement, the unsuccessful party to such litigation shall pay to the
successful party all costs and expenses, including reasonable attorneys' fees, which costs and
expenses shall be included as part of any judgment rendered in such litigation in addition to the
other relief to which the successful party may be entitled.
16. Waiver. No waiver of any provision of this Agreement by either party hereto
shall be effective unless executed in writing or constitute a waiver of any other provision hereof.
17. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware except in regards to the provisions governing
choice of laws.
18. Counterparts. This Agreement may be executed and delivered, including
execution and delivery by facsimile transmission, in counterparts, each of which shall be deemed
an original and both of which together shall constitute one and the same instrument.
5
IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set
forth above.
F ASTSHIP, INC.
By:
Kathry Riepe Chambers
Executive Vice President
THE CONSULTANT
THORNYCROFT GILES & ASSOCIATES, LTD.
6
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 PURSUANT TO SECTION 365(a) OF THE BANKRUPTCY CODE
AUTHORIZING REJECTION OF PREPETITION CONSULTING
AGREEMENT WITH THORNYCROFT, GILES & ASSOCIATES, LTD.
NUNC PRO TUNC TO THE PETITION DATE

AND NOW, this _____ day of ____________________, 2012, upon
consideration of the Motion of FastShip Inc. for Order Pursuant To Section 365(a) of the
Bankruptcy Code Authorizing Rejection of Prepetition Consulting Agreement With Thornycroft,
Giles & Associates, Ltd. Nunc Pro Tunc to the Petition Date (the Motion) and upon further
consideration of any opposition thereto, and the Court finding that: (a) it has jurisdiction over
this matter pursuant to 28 U.S.C. 157 and 1334; (b) this is a core proceeding pursuant to 28
U.S.C. 157(b)(2); (c) venue of this proceeding and this Motion in this District is proper
pursuant to 28 U.S.C. 1408 and 1409; (d) due and proper notice of and an opportunity to be
heard with respect to the Motion having been provided and that no other or further notice need
be provided; (e) rejection of the Consulting Agreement
2
is beneficial to the bankruptcy estates;
and after due deliberation and good cause appearing therefor, both on the record and as otherwise
shown, it is hereby:
ORDERED, that the Motion is GRANTED; and it is further

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. (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.
2
Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Motion.
2
ORDERED, that the Consulting Agreement is rejected nunc pro tunc to the Petition
Date; and it is further
ORDERED, that the Debtors are AUTHORIZED to take all other and further
actions as it deems necessary and appropriate to effectuate the relief granted pursuant to this
Order in accordance with the Motion; and it is further
ORDERED, that the Court shall retain jurisdiction with respect to this Order and any
of the issues raised in the Motion.

______________________________________
HONORABLE BRENDAN L. SHANNON
United States Bankruptcy Judge









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