In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
) Chapter 11
)
F ASTSHIP, INC., et al., ) Case No. 12-10968 (BLS)
) (Jointly Administered)
~ Re: Docket No. _J__
)
l
Debtors.
ORDER PURSUANT TO SECTIONS 327(a) AND 1107 OF THE
BANKRUPTCY CODE AUTHORIZING EMPLOYMENT AND
RETENTION OF THE BROWNSTEIN CORPORATION AS FINANCIAL
ADVISOR TO THE DEBTORS AND DEBTORS-IN-POSSESSION
Upon the application (the "Application") ofFastShip, Inc., et al. (the "Debtors") for entry
of an order authorizing the employment and retention of The Brownstein Corporation ("TBC" or
the "Firm") as financial advisor to the Debtors pursuant to section 327( a) and 1107 of Title 11
(the "Bankruptcy Code") of the United States Code; and the Court having reviewed the verified
statement of Howard Brod Brownstein (the "Brownstein Affidavit") as well as the supplemental
verified statement of Howard Brod Brownstein (the "Supplemental Affidavit"), President and
CEO of the Firm; and the Court being satisfied based on the representations made in the
Application, the Brownstein Affidavit and the Supplemental Affidavit, that the Firm's
professionals neither hold nor represent any interest adverse to the Debtors' estates, that they are
disinterested persons as that term is defined under section 1 01 ( 14) of the Bankruptcy Code, as
modified by section 11 07(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
The Debtors, along with the last four digits of each Debtor's tax identification number, are as follows:
FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS))
and Thomycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is
1608 Walnut Street, Suite 501, Philadelphia, PA 19103.



and that such notice is sufficient, and that employment of the Firm is necessary and would be in
the best interests of the Debtors' estates; and sufficient cause appearing therefor, it is hereby
ORDERED THAT:
1. The Application is granted, as set forth herein.
2. In accordance with section 327(a) and 328(a) ofthe Bankruptcy Code,
Bankruptcy Rules 2014 and 2016 and Local Rule 2014-1, the Debtors are authorized to employ
and retain TBC as the Debtors' financial advisor on the terms generally set forth in the
Application, effective as of the Petition Date.
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3. Notwithstanding any language in the Advisory Agreemene to the contrary, no
payments shall be made to TBC without prior court approval. TBC will file with this Court
interim compensation motions for the monthly payment of fees, subject to a customary holdback,
pursuant to the guidelines established in an interim compensation motion for case professionals
filed with the Court in accordance with the procedures set forth in Section 330 and 331 of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court and any other applicable
procedures and orders of the Court.
4. Notwithstanding anything in this Order, the Application, the Brownstein
Affidavit, the Supplemental Affidavit, or the Advisory Agreement to the contrary, the United
States Trustee for the District of Delaware shall retain rights to object to any fees requested by
TBC based on the reasonableness standard provided for in Section 330 of the Bankruptcy Code.
All tenns not defined herein shall have the same meaning as ascribed to them in the Application.
The tenn "Advisory Agreement" includes the Advisory Agreement, effective as of May 13,2011, and the First
Modification Agreement, effective as of May 13, 20 II, which are attached as exhibits to the Application.



5. The Debtors are authorized to indemnify and hold harmless TBC, its professionals
and employees, pursuant to the terms and conditions set forth in the Advisory Agreement,
subject to the following conditions:
(a) TBC shall not be entitled to indemnification, contribution, or
reimbursement for services other than the services provided under the Advisory Agreement,
unless such services and the indemnification, contribution, or reimbursement therefor are
approved by the Court;
(b) Notwithstanding anything to the contrary in the Advisory Agreement, the
Debtors shall have no obligation to indemnify any person, or provide contribution or
reimbursement to any person, for any claim or expense to the extent that it is either (i) judicially
determined (the determination having become final and no longer subject to appeal) to have
arisen from that person's gross negligence or willful misconduct; (ii) for a contractual dispute in
which the Debtors allege the breach ofTBC's contractual obligations unless the Court
determines that indemnification, contribution, or reimbursement would be permissible pursuant
to In reUnited Artist Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to judicial
determination as to the exclusions set forth in clauses (i) and (ii), but determined by this Court,
after notice and a hearing, to be a claim or expense for which that person should not receive
indemnity, contribution, or reimbursement under the terms of the Advisory Agreement as
modified by this Order;
(c) During the pendency of the Debtors' cases, the limitation of liability
provision in the Advisory Agreement shall have no force or effect.
(d) If, before the earlier of (i) the entry of an order confirming a chapter 11
plan in these Chapter 11 Cases (that order having become a final order no longer subject to



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appeal) and (ii) the entry of an order closing these Chapter 11 Cases, TBC believes that it is
entitled to payment of any amounts by the Debtors on account ofthe Debtors' indemnification,
contribution, or reimbursement obligations under the Advisory Agreement as modified by this
Order), including without limitation the advancement of defense costs, TBC must file an
application before this Court, and the Debtors may not pay any such amounts to TBC before the
entry of an order by this Court approving the payment. This subparagraph (d) is intended only to
specify the period of time under which this Court shall have jurisdiction over any request for
payment by TBC for indemnification, contribution, or reimbursement, and not a provision
limiting the duration of the Debtors' obligation to indemnify TBC.
6. To the extent that this Order in inconsistent with the Advisory Agreement with
respect to the terms and conditions ofTBC's retention and employment by the Debtors in these
Chapter 11 Cases, the terms of this Order shall govern .
7. Notwithstanding anything to the contrary contained herein, any payment to be
made, or authorization contained, hereunder shall be subject to the requirements imposed on the
Debtors under any approved debtor-in-possession financing facility.
8. The Debtors are authorized to take all actions necessary to effectuate the relief
granted pursuant to this Order in accordance with the Application.
9. Notwithstanding anything to the contrary in the Application, the Brownstein
Affidavit, the Supplemental Affidavit or the Advisory Agreement, during the course of the
Debtors' cases, this Court shall retain exclusive jurisdiction with respect to all matters arising or
related to the implementation and enforcement of this Order, and the execution or interpretation
of the Advisory Agreement.

I 0. Notwithstanding anything to the contrary in the Advisory Agreement, there shall
be no automatic renewal of the terms of the Advisory Agreement after any Ending Date.
II. Notwithstanding anything to the contrary in the Advisory Agreement, nothing
herein approves the payment of any bonuses to any persons or entities.


United States Bankruptcy Judge


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