Et Al.

___________________ ,, ___ _
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Inre:
)
)
)
)
)
)
)
Chapter 11
FASTSHIP, INC., et al.,
Case No. 12-10968 (BLS)
(Jointly Administered)
Debtors.
1
Re: D.I. 86
ORDER APPROVING (I) THE DISCLOSURE STATEMENT; (II) PROCEDURES
FOR THE SOLICITATION AND TABULATION OF VOTES TO ACCEPT
OR REJECT THE DEBTORS' CHAPTER 11 PLAN; AND (III) RELATED
NOTICE AND OBJECTION PROCEDURES
Upon the motion (the "Motion")
2
of the above-captioned debtors and debtors in
possession (the "Debtors") for the entry of an order approving: (i) the Disclosure Statement; (ii)
procedures for the solicitation and tabulation of votes to accept or reject the Plan; and (iii) related
notice and objection procedures; it appearing that the relief requested in the Motion is in the best
interests of the Debtors, their estates, and other parties in interest; the Court having jurisdiction
over the matters raised in the Motion pursuant to 28 U.S.C. 157 and 1334; consideration of
the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C.
157(b)(2); venue being proper before this Court pursuant to 28 U.S.C. 1408 and 1409; the
Debtors having filed with the Court the Disclosure Statement and the Plan; the Court having
reviewed the Disclosure Statement, the Motion, the papers in support thereof and the responses
thereto, if any; and upon such documents and the record established at the Disclosure Statement
hearing, the Court having found and determined that the legal and factual bases set forth in the
2
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.
Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Motion.
- - - - - - - - - - - - - - - - - - - ~ - - - ~
Motion and at the Hearing establish just cause for the relief granted herein and that the relief
requested in the Motion is in the best interests of the Debtors, their estates, creditors and equity
interest holders; and after due deliberation and sufficient cause appearing therefore;
IT IS HEREBY FOUND THAT:
A. Notice of the Disclosure Statement hearing was properly served upon the Debtors'
creditors and equity security holders (the "Holders of Claims or Equity Interests").
B. The Disclosure Statement filed on May 4, 2012 (as the same may have been
amended and/or revised from time to time, prior to the Disclosure Statement hearing) contains
"adequate information" within the meaning of section 1125 of title 11 of the Bankruptcy Code.
C. The forms of the Ballot annexed hereto as Exhibit A-1 are each substantially
consistent with Official Form No. 14, adequately address the particular needs of the Bankruptcy
Cases, and is appropriate for each Class of Claims and Equity Interests entitled to vote to accept or
reject the Plan.
D. Each Ballot requires the furnishing of sufficient information to assure that duplicate
Ballots are not submitted and tabulated and that Ballots reflect the votes of creditor or equity
security holders.
E. Multiple Ballots shall be provided to Holders of Claims or Equity Interests, so that
those entities who hold claims or equity interests in two or more Classes may submit a vote to
accept or reject the Plan for each Class in which they hold a Claim or Equity Interest.
F. Ballots need not be provided to the Holders of Claims in Class 4 because the Plan
provides that such Holders will not receive or retain any property under the Plan on account of
such Claims and, therefore, are deemed to reject the Plan on account of such Claims.
2
G. The period set forth below during which the Debtors may solicit acceptances to the
Plan is a reasonable and adequate period of time for Holders of Claims and Equity Interests to
make an informed decision to accept or reject the Plan.
H. The procedures for the solicitation and tabulation of votes to accept or reject the
Plan (as more fully set forth in the Motion and below) provide for a fair and equitable voting
process and are consistent with section 1126 of the Bankruptcy Code.
I. The Confirmation Hearing Notice substantially in the form annexed hereto as
Exhibit A-2, the procedures set forth below for providing notice to all Holders of Claims and
Equity Interests of the time, date and place of the Confirmation Hearing, and the contents of the
Solicitation Packages comply with Rules 2002 and 3017 of the Bankruptcy Rules and constitute
sufficient notice to all interested parties.
NOW, THEREFORE, IT IS HEREBY ORDERED THAT:
1. The Motion is granted as set forth herein.
2. The Disclosure Statement is approved.
3. May 31, 2012 is established as the Voting Record Date for purposes of this Order
and determining the Holders of Claims or Equity Interests who are entitled to vote for or against
the Plan.
4. June 25, 2010 at 5:00p.m. (ET) is established as the Voting Deadline.
5. The Debtors are directed to distribute or cause to be distributed Solicitation
Packages to all Holders of Claims or Equity Interests in Classes 1, 2, 3, 5, and 6 (collectively, the
"Voting Classes"), including: (a) all persons or entities identified in the Debtors' Schedules as
holding liquidated, noncontingent and undisputed Claims or Equity Interests in an amount
greater than zero dollars, excluding scheduled Claims or Equity Interests that have been paid in
3
full or superseded by filed proofs of claim, (b) all parties having filed proofs of claim, as
reflected in the official claims register (i) in an amount greater than zero, (ii) that are not
contingent, unliquidated and as to which no objection has been filed, and (iii) that have not been
disallowed or expunged prior to the Solicitation Date, (c) the assignee of a transferred and
assigned Claim or Equity Interest (whether a filed or scheduled Claim or Equity Interest) whose
transfer and assignment has been properly noted on the Court's docket and is effective pursuant
to Bankruptcy Rule 3 001 (e) as of the close of business on the Voting Record Date and whose
Claims or Equity Interests have not been disallowed or expunged prior to the Solicitation Date
(as defined below), and (d) any other known Holders of Claims or Equity Interests as of the
Voting Record Date.
6. The Solicitation Packages shall contain copies of: (a) a cover letter describing the
contents of the Solicitation Package; (b) the Approval Order (without exhibits); (c) the
Confirmation Hearing Notice (as defined below); (d) an appropriate form of Ballot together with
a pre-addressed return envelope addressed to the Voting Agent; and (e) the Disclosure Statement
(together with the Plan annexed thereto and all other appendices).
7. The Confirmation Hearing Notice substantially in the form annexed hereto as
Exhibit A-2 is approved and (together with a copy of this Order without exhibits) shall be
transmitted to all Holders of Claims and Equity Interests of the Debtors.
8. The Debtors are not required to distribute Solicitation Packages, Ballots, copies of
the Disclosure Statement or Plan or any other notices to: (a) parties to executory contracts who
do not hold either Allowed (for voting or otherwise) Claims Equity Interests or filed or
scheduled Claims or Equity Interests listed as contingent, unliquidated or disputed; or (b)
Holders of Claims or Equity Interests that have not been classified in the Plan pursuant to section
4
1123(a)(l) of the Bankruptcy Code. The Debtors shall, however, serve such parties with the
Confirmation Hearing Notice.
9. Solely for purposes of voting to accept or reject the Plan, not for the purposes of
the allowance of or distribution on account of a Claim of Equity Interest, and without prejudice
to the rights of the Debtors in any other context, each Holder of a Claim or Equity Interest
entitled to vote to accept or reject the Plan shall be entitled to vote the amount of such Claim or
Equity Interest as set forth in the Schedules (as may be amended from time to time), reduced for
any post-petition payments that have been made on account of such claim, unless such Holder
has filed a proof of claim, in which event such Holder would be entitled to vote the amount of
such Claim or Equity Interest as set forth in such proof of claim or proof of interest except that:
a. If a Claim or Equity Interest is deemed "Allowed" under the Plan or an
order of the Court, such Claim or Equity Interest is Allowed for voting
purposes in the deemed "Allowed" amount set forth in the Plan or the
Court's order;
b. If a Claim or Equity Interest is partially liquidated and partially
unliquidated, the Claim or Equity Interest is Allowed for voting purposes
only in the liquidated amount;
c. If a Claim or Equity Interest has been estimated or otherwise Allowed for
voting purposes by order of the Court prior to the Voting Deadline, such
Claim or Equity Interest is temporarily Allowed in the amount so
estimated or Allowed by the Court for voting purposes only, and not for
purposes of allowance or distribution;
d. If a Claim or Equity Interest is listed in the Schedules as contingent,
unliquidated or disputed and a proof of claim or interest in a liquidated
and non-contingent amount was not filed, then unless the Debtors have
consented in writing, such Claim or Equity Interest is disallowed for
voting purposes only;
e. If the Debtors have filed an objection to a Claim or Equity Interest before
the Voting Deadline, such Claim or Equity Interest is disallowed for
voting purposes only and not for purposes of allowance or distribution,
unless the Claim or Equity Interest is temporarily allowed for voting
purposes only, by Order of the Court, prior to the Voting Deadline;
5
- - - - - - - - - - - - - - - - - - - ~ ~ - - - ~
Notwithstanding anything to the contrary contained herein, any creditor
who has filed or purchased duplicate Claims or Equity Interests that are
classified under the Plan in the same Class, shall be provided with only
one Solicitation Package and one Ballot for voting a single Claim or
Equity Interest in such Class, regardless of whether the Debtors have
objected to such duplicate Claims or Equity Interests; and
g. Any Holder of a Claim payable contingent upon financial close (closing
on the financing which enables the Debtors to build a ship using the
FastShip design technology) is not entitled to vote such Claim that is
contingent upon financial close and any such Ballot received for any such
Claim shall not be counted.
10. If any Holder of a Claim or Equity Interest seeks to challenge the allowance of its
Claim or Equity Interest for voting purposes in accordance with the above procedures, such
Holder of a Claim or Equity Interest must serve on counsel for the Debtors and file with the
Court a motion for an order pursuant to Bankruptcy Rule 3018(a) temporarily allowing such
Claim or Equity Interest so that an order can be entered on such Rule 3018 Motion on or before
the Voting Deadline. The Debtors do not intend to file objections to Claims or Equity Interests
prior to the Confirmation Hearing, if such hearing occurs on or before June 28, 2012, but if they
do, any such objection shall be filed no later than June 15, 2012, or within two (2) days after the
filing of a Proof of Claim, if such Proof of Claim is filed after the June 1, 2012 Bar Date.
11. As to any Holder of a Claim or Equity Interest filing a motion pursuant to
Bankruptcy Rule 3018(a), the Ballot of such Holder of a Claim or Equity Interest shall not be
counted unless temporarily Allowed by the Court for voting purposes after notice and a hearing
prior to the Voting Deadline.
12. If a Holder of a Claim or Equity Interest casts more than one Ballot voting the
same Claim(s) or Equity Interest(s) before the Voting Deadline, the last Ballot received before
6
the Voting Deadline is deemed to reflect the voter's intent and, thus, to supersede any prior
Ballots.
13. Holders of Claims or Equity Interests with multiple Claims or Equity Interests
within a particular Class must vote all of their Claims or Equity Interests within a particular
Class under the Plan either to accept or reject the Plan and may not split their votes, and thus
neither (i) any Ballot that partially rejects and partially accepts the Plan nor (ii) any Ballot filed
by a Holder of a Claim or Equity Interest with multiple Claims or Equity Interests within a Class
who votes inconsistently will be counted.
14. Any Ballot that is properly completed, executed and timely returned to the Voting
Agent but does not indicate an acceptance or rejection of the Plan or indicates both an acceptance
and a rejection of the Plan, shall not be counted.
15. Any Ballot actually received by the Voting Agent after the Voting Deadline shall
not be counted unless the Debtors granted an extension of the Voting Deadline with respect to
such Ballot.
16. Any Ballot that is illegible or contains insufficient information to permit the
identification of the claimant shall not be counted.
17. Any Ballot cast by a person or entity that does not hold a Claim or Equity Interest
in a Class that is entitled to vote to accept or reject the Plan shall not be counted.
18. Any Ballot cast for a Claim or Equity Interest identified as unliquidated,
contingent or disputed and for which no proof of claim was filed shall not be counted.
19. Any unsigned Ballot or non-originally signed Ballot shall not be counted.
20. Any Ballot sent directly to any party other than the Voting Agent shall not be
counted.
7
------------------111 ___ _
21. Any Ballot cast for a Claim or Equity Interest that has been disallowed (for voting
purposes or otherwise) shall not be counted.
22. Any Ballot transmitted to the Voting Agent by facsimile or other electronic means
shall not be counted.
23. Neither the Debtors, the Voting Agent nor any other person or entity shall be
under any duty to provide notification of defects or irregularities with respect to delivered
Ballots, nor shall the Debtors, the Voting Agent or any other person or entity incur any liability
for failure to provide such notification.
24. The Voting Agent may disregard any and all defective ballots with no further
notice to any other person or entity.
25. The Debtors will file the Plan Supplement five (5) days prior to the Voting
Deadline and will file and provide any and all other exhibits to the Plan to the Court five (5) days
prior to the Confirmation Hearing.
26. The Confirmation Hearing will be held at 10:00 a.m. (prevailing Eastern time)
on June 28, 2012; provided, however, that the Confirmation Hearing may be adjourned from
time to time by the Court or the Debtors without further notice to parties other than an
announcement in Court at the Confirmation Hearing or any adjourned Confirmation Hearing.
27. Objections to confirmation of the Plan or proposed modifications to the Plan, if
any, must: (a) be in writing; (b) conform to the Bankruptcy Rules and the Local Rules; (c) state
the name and address of the objecting party and the amount and nature of the Claim or Equity
Interest of such party; (d) state with particularity the basis and nature of any objection to the
Plan; and (e) be filed, together with proof of service, with the Court and served on the Notice
Parties, as listed in the Confirmation Hearing Notice, so as to be received by the Notice Parties
8
on or before 4:00 p.m. (prevailing Eastern time) on June 25, 2012 (the "Objection Deadline").
Objections shall be served upon the Notice Parties by hand delivery, mail, facsimile or email.
28. Objections to confirmation of the Plan not timely filed and served in the manner
set forth above may not be considered and may be overruled.
29. No later than June 27, 2012, the Debtors shall file: (a) any consolidated reply to
any objections to the Plan; and (b) the Report of Plan Voting.
30. The Debtors are authorized to take or refrain from taking any action and
expending such funds necessary or appropriate to implement the terms of and the relief granted
in this Order without seeking further order of the Court.
31. The Debtors are authorized to make non-substantive changes to the Disclosure
Statement, Plan, Ballots, the Confirmation Hearing Notice, any other notice related to the Plan or
Disclosure Statement and all exhibits and appendices to any of the foregoing without further
order of the Court, including, without limitation, changes to correct typographical and
grammatical errors and to make conforming changes among the Disclosure Statement, the Plan
and any other materials in the Solicitation Package prior to their distribution.
Dated: M 2 - ~ ~ \
'2012
\
9
EXHIBIT A-1- BALLOTS
In re: ) Chapter 11
)
FASTSHIP, INC., eta/., ) Case No. 12-10968 (BLS)
) (Jointly Administered)
Debtors.' )
)
BALLOT FOR CLASS 1 FOR ACCEPTING OR REJECTING PLAN OF
REORGANIZATION OF THE DEBTORS UNDER CHAPTER ll OF THE
BANKRUPTCY CODE
THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN
IS 5:00 P.M., PREVAILING EASTERN TIME, ON JUNE 25, 2012
This Ballot is submitted to you to solicit your vote to accept or reject the Joint Liquidating Plan
of FastShip Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy
Code (the "Plan"). The Plan is Exhibit A to the Disclosure Statement for the Joint Liquidating
Plan of FastS hip Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy
Code (the "Disclosure Statement"). Both the Plan and the Disclosure Statement are included in
the materials accompanying this Ballot. Each capitalized term used but not otherwise defined
herein shall have the meaning ascribed thereto in the Plan.
Please use this Ballot to cast your vote to accept or reject the Plan. The Disclosure Statement has
been approved by the Bankruptcy Court as providing adequate information to assist you in
deciding how to vote on the Plan. The Bankruptcy Court's approval of the Disclosure Statement
does not indicate approval of the Plan.
The Plan can be confirmed by the Bankruptcy Court and thereby made binding on you if the
Plan: ( 1) for a class of Claims - is accepted by the holders of at least two-thirds in amount and
more than one-half in number of the Claims in each Impaired Class of Claims who vote on the
Plan, (2) tor a class of Equity Interests - is accepted by at least two-thirds of the amount of
Equity Interests in each hnpaired Class of Equity Interests who vote on the Plans and (3)
otherwise satisfies the applicable requirements of section 1129(a) of the Bankruptcy Code. If the
requisite acceptances are not obtained, the Bankruptcy Court nonetheless may confirm the Plan if
it finds that the Plan (a) provides fair and equitable treatment to, and does not unfairly
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 Thomycrotl, Giles & Co., Inc.
( 1142)(Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA
19103.
7181483 v1
discriminate against, the Class or Classes rejecting the Plan and (b) otherwise satisfies the
requirements of section 1129(b) of the Bankruptcy Code.
You should review the Disclosure Statement and the Plan before you vote. You may wish to
seek legal advice concerning the Plan and the classification and treatment of your Claim or
Equity Interests under the Plan. You may receive multiple ballots. If you hold Claims and/or
Equity Interests in more than one Class or in multiple accounts, you are entitled to vote each
separate Claim and Equity Interest.
Upon completion, this originally executed Ballot should be returned to the Debtors' Voting
Agent, Omni Management Group, by mail, overnight courier or personal delivery so that the
ballot is received by June 25, 2012 at 5:00p.m. (ET) at the following address:
FastS hip, Inc. eta/. Claims Processing
c/o Omni Management Group
5955 DeSoto Avenue, Suite 100
Woodland Hills, California 91367
If your Ballot is not received by the Voting Agent on or before the Voting Deadline and such
deadline is not extended, your vote will not count as either an acceptance or rejection of the Plan.
Ballots must bear the original signature of the Claim or Equity Interest Holder. Ballots will not
be accepted by facsimile or electronic transmission. No unsigned Ballots or non- originally
executed Ballots will be counted. If the Plan is confirmed by the Bankruptcy Court, it will be
binding on you whether or not you vote.
THE VOTING DEADLINE IS 5:00 P.M. EASTERN TIME ON JUNE 25, 2012.
PLEASE READ THE FOLLOWING
INSTRUCTIONS BEFORE COMPLETING THIS BALLOT.
HOW TO VOTE:
1. COMPLETE ITEMS I, 2 AND 3.
2. REVIEW THE CERTIFICATION CONTAINED IN ITEM 3.
3. SIGN AND DATE THE BALLOT.
4. RETURN THE BALLOT IN THE ENCLOSED PRE-ADDRESSED ENVELOPE.
5. YOU MUST VOTE THE FULL AMOUNT OF YOUR CLAIM OR EQUITY
INTEREST IN ANY ONE CLASS, EITHER TO ACCEPT OR TO REJECT THE PLAN
AND MAY NOT SPLIT YOUR VOTE.
6. ANY EXECUTED BALLOT RECEIVED THAT DOES NOT INDICATE EITHER AN
ACCEPTANCE OR REJECTION OF THE PLAN OR THAT INDICATES BOTH AN
ACCEPTANCE AND A REJECTION OF THE PLAN, WILL NOT BE COUNTED.
2
7181483 v1
Item l. Class. The undersigned is the holder of a Claim or Equity Interest as of May 31, 2012
designated as Class 1, pursuant to the Plan and Disclosure Statement votes to (check one box):
ACCEPT the Plan 0 REJECT the Plan 0
Item 2. Amount of Claim Voted. The undersigned certifies that as of the Petition Date the
undersigned held the Claim or Equity Interest in the following amount: ~ $ ____ _
Item 3. Certification. By returning this Ballot, the undersigned Holder of the Claim or Equity
Interest identified above certifies that (i) it has full power and authority to vote to accept or reject
the Plan with respect to the Claim or Equity Interest identified above, (ii) it was the Holder of the
Claim or Equity Interest identified above as of May 31,2012, (iii) all Ballots to vote this Class l
Claim or Equity Interest submitted by the Holder indicate the same vote to accept or reject the
Plan that the Holder has indicated on this Ballot, and (iv) it has received a copy of the Disclosure
Statement (including the exhibits thereto) and understands that the solicitation of votes for the
Plan is subject to all the terms and conditions set forth in the Disclosure Statement and Plan.
YOUR RECEIPT OF THIS BALLOT DOES NOT SIGNIFY
THAT YOUR CLAIM HAS BEEN OR WILL BE ALLOWED.
Name of Prepetition Claim or Equity Interest Holder: -------------
(Print or Type)
Account Number (if applicable):-----------------
Social Security or Federal Tax I.D. No.: ______________ _
(Optional)
Signature: ------------------------------
Print Name: _________________________ _
Title:----------------------------
(If Appropriate)
Street Address:------------------------
City, State, Zip Code: ____________________ _
Telephone Number:__.__.___ __________________ _
Date Completed:. ______________________ _
This Ballot shall not constitute or be deemed a proof of claim or Equity Interest, an assertion of a
Claim or Equity Interest, or the allowance of a Claim or Equity Interest.
3
7181483 v1
UPON COMPLETION, THIS BALLOT SHOULD BE RETURNED TO THE
DEBTORS' VOTING AGENT, AS DIRECTED. IF YOUR BALLOT IS NOT
RECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING
DEADLINE AND SUCH DEADLINE IS NOT EXTENDED, YOUR VOTE
WILL NOT COUNT AS EITHER AN ACCEPTANCE OR REJECTION OF
THE PLAN.
IF YOU HAVE ANY QUESTIONS REGARDING THIS BALLOT OR THE VOTING
PROCEDURES, OR IF YOU NEED A BALLOT OR ADDITIONAL COPIES OF THE
DISCLOSURE STATEMENT OR OTHER ENCLOSED MATERIALS, PLEASE
CONTACT THE VOTING AGENT AT (818) 906-8300 or FastShip@omnimgt.com
4
7181483 v1
-------------------------------
In re: ) Chapter 11
)
Debtors.
1
)
)
REORGANIZATION OF THE DEBTORS UNDER CHAPTER 11 OF THE
BANKRUPTCY CODE
of FastShip Inc. and Its Subsidiaries Pursuant to Chapter ll of the United States Bankruptcy
Plan of FastShip Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy
Plan: (1) for a class of Claims- is accepted by the holders of at least two-thirds in amount and
Plan, (2) for a class of Equity Interests - is accepted by at least two-thirds of the amount of
Equity Interests in each Impaired Class of Equity Interests who vote on the Plans and (3)
otherwise satisfies the applicable requirements of section ll29(a) of the Bankruptcy Code. If the
requirements of section 1129(b) of the Bankruptcy Code.
The Debtors, along with the last four digits of each Debtor's tax identification number, are as follows: FastShip, Inc. (1!309)
(Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (091!0) (Case No. 12-10970 (BLS)) and Thomycroft, Giles & Co., Inc.
( 1142) (Case No. 12-10971 (BLS)). The mailing address tor the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA
19103.
7181483 v1
ballot is received by June 25,2012 at 5:00p.m. (ET) at the following address:
FastShip, Inc. et al. Claims Processing
THE VOTING DEADLINE IS 5:00P.M. EASTERN TIME ON JUNE 25, 2012.
HOW TO VOTE:
1. COMPLETE ITEMS 1, 2 AND 3.
Item l. Class. The undersigned is the holder of a Claim or Equity Interest as of May 31, 20 12
2
7181483 v1
undersigned held the Claim or Equity Interest in the following amount:!!:,$ ____ _
Claim or Equity Interest identified above as of May 31, 2012, (iii) all Ballots to vote this Cll'lss 2
(Print or Type)
Social Security or Federal Tax I. D. No.: ______________ _
(Optional)
Signature: --------------------------
Print Name: ____________________________ ___
Title:------------------------------
(If Appropriate)
Street Address: -------------------------------------
City, State, Zip Code:. ______________________________ __
Telephone Number: __.__ __ .___ __________________________ _
Date Completed: _________________________ _
3
7181483 v1
THE PLAN.
DISCLOSURE STATEMENT OR OTHER ENCLOSED MATERIALS, PLEASE CONTACT
THE VOTING AGENT AT (818) 906-8300 or FastShip@omnimgt.com
4
7181483 v1

I
In re: ) Chapter 11
)
Debtors.
1
)
)
BANKRUPTCY CODE
IS 5:00 P.M., PREY AILING EASTERN TIME, ON JUNE 25, 2012
Plan of FastS hip Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy
otherwise satisfies the applicable requirements of section 1129(a) of the Bankruptcy Code. If the
it tinds that the Plan (a) provides fair and equitable treatment to, and does not unfairly
requirements of section ll29(b) of the Bankruptcy Code.
The Debtors, along with the last four digits of each Debtor's tax identification number, are as tbllows: 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.
7181483 v1
seek legal advice concerning the Plan and the classitication and treatment of your Claim or
ballot is received by June 25,2012 at 5:00p.m. (ET) at the following address:
HOW TO VOTE:
l. COMPLETE ITEMS 1, 2 AND 3.
Item l. Class. The undersigned is the holder of a Claim or Equity Interest as of May 31, 2012
7181483 v1
.)
.,
undersigned held the Claim or Equity Interest in the following amount: .:::.$____ _
Claim or Equity Interest identified above as of May 31, 2012. (iii) all Ballots to vote this Class 3
Statement (including the exhibits thereto) and understands that the solicitation of votes tor the
(Print or Type)
Social Security or Federal Tax I.D. No.:. ______________ _
(Optional)
Signature: --------------------------
Print Name:
---------------------------------------
Title:----------------------------------
(If Appropriate)
Street Address:-----------------------------
City, State, Zip Code: ___________________ _
Telephone Number: ...l.---J'-----------------------------------
Date Completed: _____________________________ _
3
7181483 v1
THE PLAN.
4
7181483 v1
In re: ) Chapter 11
)
F ASTSHIP, INC., eta/., ) Case No. 12-10968 (BLS)
Debtors.
1
)
)
BANKRUPTCY CODE
Plan of FastShip Inc. and Its Subsidiaries Pursuant to Chapter II of the United States Bankruptcy
does not indicate approval ofthe Plan.
Plan: (I) for a class of Claims - is accepted by the holders of at least two-thirds in amount and
otherwise satisfies the applicable requirements of section ll29(a) of the Bankruptcy Code. Ifthe
discriminate against, the Class or Classes rejecting the Plan and (b) otherwise sa tis ties the
requirements of section II29(b) of the Bankruptcy Code.
The Debtors, along with the last four digits of each Debtor's tax identification number, are as follows: FastShip, Inc. (S309)
(Case No. 12-10968 (BLS)}, FastShip Atlantic, Inc. (091<0) (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 50 I, Philadelphia, PA
19103.
7181483 v1
--------------------- - - ~ ~ ---- ----
ballot is received by June 25, 2012 at 5:00 p.m. (ET) at the following address:
FastShip, Inc. eta/. Claims Processing
HOW TO VOTE:
I. COMPLETE ITEMS I, 2 AND 3.
Item l. Class. The undersigned is the holder of a Claim or Equity Interest as of May 3I, 20 I2
2
7181483 v1
Item 2. Amount of Claim Voted. The undersigned certities that as of the Petition Date the
undersigned held. the Claim or Equity Interest in the following amount: .$ _____ .
the Plan with respect to the Claim or Equity Interest identitied above, (ii) it was the Holder of the
Claim or Equity Interest identified above as of May 31, 2012, (iii) all Ballots to vote this f'll'lss 5
Plan is subject to all the terms and conditions set torth in the Disclosure Statement and Plan.
(Print or Type)
(Optional)
Signature: -------------------------------
Print Name:
------------------------------
Title:--------------------------------
(If Appropriate)
Street Address:
---------------------------
City, State, Zip Code: ______________________ _
Telephone Number: -'------''----------------------------
Date Completed: ________________________ _
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THE PLAN.
THE VOTING AGENT AT (818) 9 0 6 ~ 8 3 0 0 or FastShip@omnimgt.com
4
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In re: ) Chapter 11
)
Debtors.' )
)
REORGANIZATION OF THE DEBTORS UNDER CHAPTER ll OF THE
BANKRUPTCY CODE
IS 5:00P.M., PREVAILING EASTERN TIME, ON JUNE 25,2012
Plan of FastShip Inc. and Its Subsidiaries Pursuant to Chapter ll of the United States Bankruptcy
otherwise satisfies the applicable requirements of section ll29(a) of the Bankruptcy Code. If the
requirements of section ll29(b) ofthe Bankruptcy Code.
The Debtors, along with the last four digits of each Debtor's tax identitication number, are as follows: FastS hip, Inc. (8309)
(Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. I 2-10970 (BLS)) and Thomycrotl, Giles & Co., Inc.
(I 142)(Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA
19103.
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ballot is received by June 25, 2012 at 5:00 p.m. (ET) at the following address:
THE VOTING DEADLINE IS 5:00P.M. EASTERN TIME ON JUNE 25, 2012.
HOW TO VOTE:
I. COMPLETE ITEMS I, 2 AND 3.
Item 1. Class. The undersigned is the holder of a Claim or Equity Interest as of May 3I, 2012
2
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undersigned held the Claim or Equity Interest in the following amount: !!!$ ____ _
Claim or Equity Interest identified above as of May 31, 20 12, (iii) all Ballots to vote this Class 6
(Print or Type)
(Optional)
Signature: -----------------------------
Print Name: _______________________ _
Title:-----------------------------
(If Appropriate)
Street Address:-----------------------
City, State, Zip Code:. ___________________ _
Telephone Number: _.._____.[....__ _________________ _
Date Completed:. ______________________ _
RECEIVED BY THE VOTlNG AGENT ON OR BEFORE THE VOTING
3
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THE PLAN.
4
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~

In re:
EXHIBIT A-2- CONFIRMATION HEARING NOTICE
) Chapter ll
)
FASTSHIP, INC., eta!.,
) Case No. 12-l 0968 (BLS)
Debtors.
1
)
)
)
NOTICE OF (A) ENTRY OF ORDER APPROVING DISCLOSURE STATEMENT AND
SOLICITATION PROCEDURES; (B) DEADLINE FOR CASTING VOTES TO ACCEPT
OR REJECT CHAPTER 11 PLAN; (C) HEARING TO CONSIDER CONFIRMATION
OF CHAPTER 11 PLAN, AND <Dl RELATED MATTERS
PLEASE TAKE NOTICE OF THE FOLLOWING:
l. Pursuant to an order dated May __ , 2012 [Docket No. _j (the "Approval
Order"), the United States Bankruptcy Court for the District of Delaware(the "Court") has (a)
approved the Disclosure Statement for the Joint Liquidating Plan of FastShip Inc. and Its
Subsidiaries Pursuant to Chapter ll of the United States Bankruptcy Code (the "Disclosure
Statement") filed by the above-captioned debtors and debtors in possession (the "Debtors") and
(b) authorized the Debtors to solicit votes to accept or reject the Joint Liquidating Plan of
FastShip Inc. and Its Subsidiaries Pursuant to Chapter ll of the United States Bankruptcy Code
(as may be amended, the "Plan").
2. The Approval Order establishes May 31, 2012 as the Record Date for
determining the holders of prepetition Claims and Equity Interests entitled to vote to accept or
reject the Plan and establishes June 25, 2012 as the Voting Deadline tor submission of ballots
(the "Ballots") to accept or reject the Plan. Holders of Claims and Equity Interests entitled to
vote to accept or reject the Plan will receive the following materials: (a) this Notice, (b) a copy of
the Approval Order (without exhibits) to which this Notice corresponds, (c) the Disclosure
Statement, (d) the Plan, and (e) one or more Ballots (and return envelopes) to be used in voting
to accept or reject the Plan (collectively, the "Solicitation Package"). Failure to follow the
instructions set forth in the Ballot may disqualifY that Ballot and the vote represented thereby.
3. Holders of (a) Unimpaired Claims and (b) Claims or Equity Interests that will
receive no distribution under the Plan are not entitled to vote on the Plan. If you are not entitled
to vote to accept or reject the Plan but believe that you should be entitled to vote to accept or
reject the Plan, then you must serve on the Notice Parties (detined below) and file with the
The Debtors, along with the last four digits of each Debtor's tax identification number, are as follows:
FastS hip. 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 SOl, Philadelphia, PA 19103.
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Bankruptcy Court a motion for an order pursuant to Bankruptcy Rule 3018(a) (a "Rule 3018(a)
Motion") temporarily allowing such Claim or Equity Interest in a different amount for purposes
of voting to accept or reject the Plan so that an order is entered on such Rule 3018 Motion on or
before the Voting Deadline, which is June 25,2012 at 5:00p.m. (ET). The Ballot of any Holder
of a Claim or Equity Interest tiling a Rule 3018(a) Motion shall not be counted unless
temporarily allowed by the Bankruptcy Court for voting purposes, after notice and a hearing,
prior to the Voting Deadline.
4. A hearing to consider confirmation of the Plan (the "Confirmation Hearing") will
be held at the United States Bankruptcy Court tor the District of Delaware, 824 North Market
Street, Wilmington, Delaware, 19801 on June 28, 2012, at 10:00 a.m., prevailing Eastern
time. The Confirmation Hearing may be continued from time to time without further notice
other than the announcement of the adjourned date at the Confirmation Hearing or any continued
hearing.
5. Objections, if any, to the confirmation ofthe Plan must: (a) be in writing; (b) state
the name and address of the objecting party and the nature of the Claim or Equity Interest of such
party; (c) state with particularity the basis and nature of any objection; (d) be filed with the
Court; and (e) be served so as to be received by the following parties (the "Notice Parties") no
later than 4:00p.m., Eastern time, on June 25, 2012: (i) counsel for the Debtors, Raymond H.
Lemisch, Esquire, Benesch, Friedlander, Coplan & Aronoff LLP, Raymond H. Lemisch,
Esquire, Benesch, Friedlander, Coplan & Aronoff LLP, 222 Delaware Avenue, Suite 801,
Wilmington, DE 19801, (302) 442-7012 (Fax), rlemisch@beneschlaw.com; and (ii) the Office
of The United States Trustee, District of Delaware, 844 King Street, Suite 2207, Lockbox 35,
Wilmington, Delaware 19810 (Attn: Juliet Sarkessian), (302) 573-6497 (Fax},
Juliet.M.Sarkessian@usdoj .gov.
6. Requests for copies of the Disclosure Statement and the Plan by parties in interest
may be made in writing to (i) the Voting Agent, FastShip, Inc. et a/. Claims Processing, c/o
Omni Management Group, 5955 DeSoto Avenue, Suite 100, Woodland Hills, California 91367
(818) 906-8300, FastShip@omnimgt.com, or (ii) Raymond H. Lemisch, Esquire, Benesch,
Friedlander, Coplan & Aronoff LLP, 222 Delaware Avenue, Suite 801, Wilmington, DE 19801
(302) 442-7005, rlemisch@beneschlaw.com. Copies of the Disclosure Statement and Plan are
also available on the Omni Management Group website: http://omnimgt.com/SBLite/FastShip.
UNLESS AN OBJECTION IS TIMELY FILED AND SERVED AS PROVIDED
HEREIN, IT MAY NOT BE CONSIDERED AT THE HEARING.
Dated: May _, 20 12
BENESCH, FRIEDLANDER,
COPLAN & ARONOFF LLP
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By: Is/ Raymond H Lemisch
Raymond H. Lemisch, Esquire (No. 4204)
Jennifer E. Smith, Esquire (No. 5278)
222 Delaware A venue, Suite 80 I
Wilmington, DE 1980 I
2
3
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(302) 442-7010 (Telephone)
(302) 442-7012 (Facsimile)
rlemisch@beneschlaw .com

-and-
Kari Coniglio, Esquire (OH 0081463)
200 Public Square, Suite 2300
Cleveland, OH 44114
(216) 363-4500 (Telephone)
(216) (Filcsimile)
kconiglio@beneschlaw.com
Counsel for FastShip, Inc., FastShip Atlantic, Inc.
and Thornycro.fi, Giles & Co., Inc.,
Debtors and Debtors in Possession

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_________________ ,, _ _

IN THE UNITED STATES BANKRUPTCY COURT

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