IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re:
F ASTSHIP, INC., et al.,
Debtors.
1
)
)
)
)
)
)
)
Chapter 11
Case No. 12-10968 (BLS)
(Jointly Administered)
Objection Deadline: August 13, 2012 at 4:00p.m.
(ET)
SECOND INTERIM AND FINAL APPLICATION OF THE BROWNSTEIN
CORPORATION FOR COMPENSATION FOR SERVICES RENDERED AND
REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO THE DEBTORS
FOR THE INTERIM PERIOD FROM JUNE 1, 2012 THROUGH JULY 12, 2012 AND
THE FINAL PERIOD FROM MARCH 20, 2012 THROUGH JULY 12, 2012
Name of Applicant:
Authorized to Provide Professional
Services to:
Date of Retention:
Interim Period for which Compensation
and Reimbursement of Expenses is Sought
Amount of Compensation Sought as
Actual, Reasonable, and Necessary
Amount of Expense Reimbursement
Sought As Actual, Reasonable, and
Necessary:
Final Period for which Compensation and
Reimbursement of Expenses is Sought
Amount of Compensation Sought as
Actual, Reasonable, and Necessary
The Brownstein Corporation
Debtors
April23, 2012 nunc pro tunc to March 20,
2012
June 1, 2012 through July 12,2012
$5,827.50
$36.63
March 20, 2012 through July 12, 2012
$20,842.50
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 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.
7240391 v1
Amount of Expense Reimbursement
Sought As Actual, Reasonable, and
Necessary:
This is a final fee application.
$73.26
PREVIOUSLY FILED FEE APPLICATIONS
Fl
A
.
Total F1 Total c
....
Filed Requested Expenses of No
Requested Objection
Filed
06/18/12 Filed 7/6112
[Docket No. 114] $15,015.00 $36.63 Docket No.
3/20/12-5/31/12 138
Totals: $15,015.00 $36.63
TIMEKEEPER SUMMARY
Name of Professional Position with the Hourly Total
Applicant and Number Billing Rate
of Years in that Position
Howard B. Brownstein, President since 1999. $525.00
CTP
TOTAL HOURS BILLED:
TOTAL COMPENSATION:
BLENDED RATE:
$262.50
2
40.70
$20,842.50
$512.10
Cumulative
Hours
03/20/12-
07/12/12
38.70
2.00
A Howt>ri A llm:vt>ri
Fees Expenses
$12,012.00 $36.63
$12,012.00 $36.63
Total Total
Billed Cumulative
Hours Fees 03/20/12 -
06/01/12- 07/12/12
07/12/12
10.60 $20,317.50
1.00 $525.00
COMPENSATION BY PROJECT CATEGORY
Project Category Total Total Total Total Fees
Cumulative Hours Cumulative 06/01112-
Hours 06/01112- Fees 07/12112
I I
03/20/12-
I
07/12/12 03/20/12-
I
07/12/12 07/12/12
Business Operations 19.40 6.60 $10,185.00 $3,465.00
Case Administration 5.10 1.20 $2,677.50 $630.00
Fee/Employment Application 3.00 0.00 $1,575.00 $0.00
Plan and Disclosure Statement 11.20 2.80 $5,880.00 $1,470.00
Travel 2.00 1.00 $525.00 $262.50
1
Travei time charged at 50% of professional's homly rate.
2
7240391 v1
Total Fees
06/01/12-
07/12/12
$5,565.00
$262.50
Project Category Total Total Total Total Fees
Cumulative Hours Cumulative 06/01112-
Hours 06/01112-
I
Fees 07112/12
I
03/20/12- 07/12/12 03/20/12-
07/12/12 07/12/12
Totals 40.70 1 111.60 l $20,842.50 I $5,827.50 I
EXPENSE SUMMARY
Expense Category Service Provider Total Cumulative Total Expenses
Expenses 06/01112-07/12/12
03/20/12-07/12/12
Mileage $73.26 $36.63
Total $73.26 $36.63
3
7240391 v1
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)
Debtors.
Objection Deadline: August 13, 2012 at 4:00p.m.
(ET)
SECOND INTERIM AND FINAL APPLICATION OF THE BROWNSTEIN
CORPORATION FOR COMPENSATION FOR SERVICES RENDERED AND
REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO THE DEBTORS
FOR THE INTERIM PERIOD FROM JUNE 1, 2012 THROUGH JULY 12, 2012 AND
THE FINAL PERIOD FROM MARCH 20, 2012 THROUGH JULY 12, 2012
Pursuant to 11 U.S.C. 327 and 1103 and Rule 2014 of the Federal Rules of
Bankruptcy Procedure, The Brownstein Corporation (hereinafter "Brownstein") hereby submits
its Second Interim and Final Application (the "Application") for Compensation for Services
Rendered and Reimbursement of Expenses as Financial Advisor to the Debtors for the Interim
Period from June 1, 2012 through July 12, 2012 (the "Interim Fee Period") and the Final Period
from March 20,2012 through the July 12,2012 (the "Final Fee Period"). In support of its
Application, Brownstein respectfully represents as follows:
I. JURISDICTION
1. This Court has jurisdiction over this application pursuant to 28 U.S.C. 1334.
This proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A). Venue is proper in
this District and in this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for
the relief sought herein are sections 105(a) and 331 of the Bankruptcy Code and Bankruptcy
Rule 2016.
7240391 v1
II. BACKGROUND
A. Case Commencement
2. On March 20, 2012 (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. Pursuant to sections 1107 and
1108 of the Bankruptcy Code, the Debtors continue to operate their businesses and manage their
properties as debtors in possession. To date, no trustee, examiner or official committee of
unsecured creditors has been appointed or designated in these cases.
B. Retention of Brownstein
3. On March 20, 2012, the Debtors filed an application to employ Brownstein as its
financial advisor. The Bankruptcy Court entered an Order dated April 23, 2012 employing
Brownstein as financial advisor to the Debtors effective as of the Petition Date.
III. SUMMARY OF SERVICES
4. Brownstein provided a variety of services to the Debtors during the Interim Fee
Period including, but not limited to: (i) advising Debtors and Debtors' counsel concerning
financial issues incident to their chapter 11 cases; (ii) participating in meetings with Debtors and
stakeholders; (iii) reviewing the draft plan of reorganization and disclosure statement and
providing input; and (iv) planning for exit from bankruptcy and bringing of patent litigation case
as part of liquidation trustee role.
IV. ACTUAL AND NECESSARY EXPENSES INCURRED
5. Brownstein has incurred total out of pocket disbursements during the Interim Fee
Period in the amount of $36.63. This disbursement sum is broken down into categories of
charges and is included in attachments hereto.
2
7240391 v1
6. Brownstein represents as follows with regard to its charges for actual and
necessary costs and expenses during the Interim Fee Period:
(a) Copy charges are $.10 per page, which charge is reasonable and
customary in the legal industry representing costs of copy materials, outside service costs,
acquisition, maintenance, storage and operation of copy machines and copy center, together with
a margin for recovery of lost expenditures.
(b) Incoming facsimiles are not billed.
(c) Outgoing facsimiles are billed at the rate of $1.00 per page. The cost
represents operator time, maintaining several dedicated facsimile telephone lines, supplies and
equipment, and includes a margin for recovery of lost expenditures.
V. VALUATION OF SERVICES
7. Professionals of Brownstein have expended a total of 11.60 hours in connection
with this matter during the Interim Fee Period. A detailed breakdown ofthe hours spent and
services performed by each professional is set forth in attachments hereto.
8. The nature of the work performed by these persons is fully set forth in the
attachments contained in this Application. The rates charged are Brownstein's normal hourly
rates for work ofthis character. The reasonable value of the services rendered by Brownstein to
the Debtors during the Interim Fee Period is $5,827.50.
9. At all relevant times, Brownstein has been a disinterested person as that term is
defined in 101 (14) of the Bankruptcy Code and has not represented nor held any interest
adverse to the interest of the Debtors.
10. Brownstein has reviewed the requirements of Local Bankruptcy Rule 2016-2 and
believes that this Application complies with the requirements of same.
3
7240391 v1
11. All services for which compensation is requested by Brownstein were performed
for or on behalf of the Debtors, and not on behalf of other persons. There is no agreement or
understanding between Brownstein and any other persons, other than members of the firm, for
the sharing of compensation to be received for services rendered in these cases.
12. In accordance with the factors enumerated in 11 U.S. C. 330, the amount
requested is fair and reasonable given (a) the complexity of these cases, (b) the time expended,
(c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs
of comparable services other than in a case under this title.
WHEREFORE, Brownstein respectfully requests compensation for professional services
rendered to the Debtors in the sum of $5,827.50 and reimbursement of actual and necessary
expenses incurred in the sum of $36.63 for the Interim Fee Period from June 1, 2012 through
July 12, 2012, and final approval of compensation in the amount of $20,842.50 and
reimbursement of expenses in the amount of $73.26 for the Final Period from March 20, 2012
through July 12, 2012, and such other rei ief as this Cou deems just and proper.
Dated: July 2012
By:
7240391 v1

Howard B. Brownstein, CTP
The Brownstein Corporation
441 East Hector Street, Suite 205
Conshohocken, P A 19428
Telephone: ( 61 0) 13 00
Facsimile: ( 61 0)
Financial Advisor to FastShip, Inc., FastShip
Atlantic, Inc. and Thornycrofi, Giles & Co., Inc.,
Debtors and Debtors in Possession
4
CERTJFICA TION OF RESPONSIBLE PROFESSIONAL
Pursuant to the Guidelines for Applications for Compensation and Reimbursement of
Expenses Adopted by the Executive Office for the United States Trustees Pursuant to the
Bankruptcy Reform Act 1994, effective January 30, 1996 ("U.S.T. Guidelines") and Local
Bankruptcy Rule 2016-2 (the "Local Bankruptcy Rules"), the undersigned, as responsible
professional, ce1tifies (a) I have read the foregoing application, (b) to the best of my knowledge,
information, and belief formed after reasonable inquiry, the compensation and expense
reimbursement sought conforms with the U.S.T. Guidelines and the Local Bankruptcy Rules, and
(c) the compensation and expense reimbursement requested are billed at rates and in accordance
with practices no less favorable to the Debtors than those customarily employed by Brownstein
generally.
Dated: July 2012
By:
7240391 v1
Howard B. Brownstein, CTP
The Brownstein Corporation
441 East Hector Street, Suite 205
Conshohocken, PA 19428
Telephone: (610) 828-1300
Facsimile: (610) 956-6688
Financial Advisor to FastShip, Inc., FastShip
Atlantic, Inc. and Thornycrofi, Giles & Co., Inc.,
Debtors and Debtors in Possession
5
FSI Time Worksheet
HBB
Case Plan & Fee/Emplmt Business Date Hours Description
Admin Disc. Stmt. Appl'n Operations
0.20 1-Jun 0.20 Review draft cover letter to creditors; corr counsel
0.80 1-Jun 0.80 Revise First Interim Fee Application and invoice; corr counsel
0.20 4-Jun 0.20 T/C client
1.10 5-Jun 1.10 Attend client Board of Directors Mtg (telephonic)
0.20 5-Jun 0.20 T/C counsel
0.90 8-Jun 0.90 Review/revise draft Board minutes; corr client, counsel
0.20 8-Jun 0.20 Corr counsel re First Interim Fee Application; provide detail
0.30 14-Jun 0.30 Review revised draft LLC operating agmt; corr counsel
0.30 14-Jun 0.30 Review revised draft funding agmt; corr counsel
0.50 14-Jun 0.50 review/revise draft Consulting Agmt; corr counsel
0.30 14-Jun 0.30 Corr client, counsel re D&O coverage
0.20 14-Jun 0.20 Review proposed budget for Liquidating Trust; corr client
0.40 14-Jun 0.40 Review/revise draft Liquidating Trust agmt; corr counsel
0.30 15-Jun 0.30 T/C corr client re cash flow schematics
0.20 15-Jun 0.20 Review revised LLC agmt
0.20 15-Jun 0.20 Corr client, counsel re D&O coverage
0.30 15-Jun 0.30 Review drafts & finalize consulting and funding agmts; corr client, counsel
0.30 18-Jun 0.30 Review/revise draft Liquidating Trust agmt; T/C, corr counsel
0.10 18-Jun 0.10 Corr client, counsel re tax issues and LLC structure
0.10 19-Jun 0.10 Corr client, counsel re tax issues and LLC structure
0.20 19-Jun 0.20 Review revised draft funding agmt; corr counsel
0.20 20-Jun 0.20 Review revised drafts of funding and operating agmts
0.10 24-Jun 0.10 Corr client re analysis of balloting results
0.20 25-Jun 0.20 Corr counsel, client re Plan Confirmation process & objections
0.20 25-Jun 0.20 Review revised POR & Supplement docs
0.20 26-Jun 0.20 T/C counsel re objections to Plan Confirmation
0.10 26-Jun 0.10 Review OUST's proposed changes to Order
0.10 27-Jun 0.10 Corr client, counsel re Conrail Proof of Claim
0.20 27-Jun 0.20 Corr counsel re Plan revision and U.S. government objection
0.60 28-Jun 0.60 Attend meeting with client and counsel in preparation for hearing on Plan confirmation
1.00 28-Jun 1.00 Attend hearing on Plan confirmation
0.10 5-Jul 0.10 Review corr re Conrail proof of claim
0.10 5-Jul 0.10 Process LLC EIN application
0.20 12-Jul 0.20 Review & execute final agreements for Effective Date
1.20 2.80 0.00 6.60 10.60
1.00 Travel time between Conshohocken PA and Wilmington
to attend meetings and court hearing on Plan Confirmation on 6/28

7243281 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)


CERTIFICATE OF SERVICE
I, Raymond H. Lemisch, Esquire, hereby certify that on July 19, 2012, a true and correct
copy of the foregoing document was served via overnight delivery, postage prepaid, upon all
parties on the attached list.
Dated: July 19, 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
Telephone: (302) 442-7006
Facsimile: (302) 442-7012
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

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.



7243281 v1

Juliet Sarkessian, Esq.
Office of the U.S. Trustee
844 King Street
Suite 2207
Wilmington, DE 19801

FastShip, Inc.
1608 Walnut Street
Suite 501
Philadelphia, PA 19103
IP Co. LLC
c/o Donald E. Stout, Esq.
Antonelli, Terry, Stout & Kraus, LLP
Suite 1800
1300 North Seventeenth Street
Arlington, VA 22209