In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
FASTSHIP, INC., et al.,
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) Chapter 11
)
) Case No. 12-10968 (BLS)
Debtors.
) (Joint Administration Pending)
)
) Re: Docket No.5
ORDER AUTHORIZING AND ESTABLISHING PROCEDURES FOR
INTERIM PAYMENT OF COMPENSATION AND REIMBURSEMENT
OF EXPENSES TO PROFESSIONALS PURSUANT TO SECTIONS
105(A) AND 331 OF THE BANKRUPTCY CODE
Upon the motion of FastShip, Inc. ("FSI"), FastShip Atlantic, Inc. ("FSA") and
Thomycroft, Giles & Co., Inc. ("TGC", together with FSI and FSA, the "Debtors" and each
individually, a "Debtor"), debtors and debtors in possession, pursuant to sections 105(a) and 331
of Title 11 of the United States Code (the "Bankruptcy Code") for entry of an order authorizing
and establishing procedures for interim payment of compensation and reimbursement of
expenses to professionals retained in these cases (the "Motion"); the Court having reviewed the

Motion, and having heard the statements of counsel for the Debtors in support thereof and the
relief requested therein; and it appearing that the Court has jurisdiction over this matter pursuant
to 28 U.S.C. 157 and 1334, and it appearing that sections 105(a), 331, 327 ofthe Bankruptcy
Code, Bankruptcy Rule 2016, and Local Rule 2016-1 provide the statutory bases supporting the
Motion, and it appearing that this matter is a core proceeding under 28 U.S.C. 157(b); and it
appearing that the Motion is in the best interests of the Debtors, their estates and creditors, and
adequate notice of the Motion and opportunity for objection having been given; and it appearing
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.



_________________ ,, ___ _
that no other notice need be given; and after due deliberation and sufficient cause therefore, it is
hereby:
ORDERED that the Motion is GRANTED as set forth herein; and it is further
ORDERED that except as otherwise provided in an order of the Court authorizing the
retention of a particular ProfessionaP, that Professionals may submit requests and applications
for, and the Debtors may pay the Professionals, interim compensation and reimbursement of
expenses for services rendered and expenses incurred in this case in accordance with and subject
to the following Interim Fee Payment Procedures:
a. On or before the 25th day of each month following the month for which
compensation is sought, beginning with April 2012, each Professional
seeking interim compensation under these Interim Fee Payment
Procedures shall file with the Court an application (the "Monthly Fee
Application"), pursuant to section 331 of the Bankruptcy Code, for interim
approval and allowance of compensation for services rendered and
reimbursement of expenses incurred during the immediately preceding
month (the "Compensation Period") and serve a copy of such Monthly Fee
Application on: (a) Debtors, 1608 Walnut Street, Suite 50I, Philadelphia,
PA I9103; (b) counsel for the Debtors, Raymond H. Lemisch, Esq.,
Benesch Friedlander Coplan & Aronoff LLP, 222 Delaware A venue,
Suite 80 I, Wilmington, DE I980 I; (c) counsel for the Committee (if any);
(d) the lender, IP Co. LLC, c/o Donald E. Stout, Esq., Antonelli, Terry,
Stout & Kraus, LLP, Suite 1800, 1300 North Seventeenth Street,
Arlington, VA 22209; and (e) Office of the United States Trustee, 844
King Street, Suite 2207, Wilmington, DE I980I, Attn: Juliet Sarkessian
(the "Notice Parties"). All Monthly Fee Applications shall comply with
the Bankruptcy Code, Bankruptcy Rules, applicable Third Circuit law, and
the Local Rules of this Court.
b. Each Notice Party receiving a Monthly Fee Application will have fifteen
(15) days after the date of service thereof to review the Monthly Fee
Application and serve an objection, if any, thereto. At the expiration of
the Objection Deadline, if no objections have been raised, the Professional
or the Debtors shall file a certificate of no objection with the Court, after
which the Debtors shall be authorized to pay such Professional eighty
percent (80%) of the fees and one hundred percent (100%) of the expense
2 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Motion .
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reimbursements requested in the Monthly Fee Application (the "Maximum
Interim Payment").
c. In the event that a Notice Party has an objection to the compensation or
reimbursement sought in a particular Monthly Fee Application, such
objecting party shall, on or before the applicable Objection Deadline,
serve upon the Professional whose statement is objected to, and except to
the extent duplicative of the foregoing clause, the other persons designated
to receive the Monthly Fee Applications in subparagraph (a) above, a
written objection thereto, together with a complete description and
statement setting forth the precise nature of the objection and the amount
at issue. Any such Objection shall identify with specificity the
objectionable fees and/or expenses, including the amount of such objected
to fees and/or expenses, and the basis for such objection. Thereafter, the
objecting party and the affected Professional may attempt to resolve the
Objection on a consensual basis. If the parties are unable to reach a
resolution within 20 days of service of the Objection, the affected
Professional may either (i) file a response to the Objection with the Court,
together with a request for payment of the difference between the
Maximum Interim Payment and the Alternative Minimum Payment (as
defined below) made to the affected Professional (the "Incremental
Amount"); or (ii) forego payment of the Incremental Amount until the
next interim or final fee application hearing, at which time the Court will
consider and dispose of the Objection if requested by the parties .
d. If a party files an Objection to a Monthly Fee Application of one of the
Professionals as set forth above, and the Objection is directed to a portion
of a Monthly Fee Application (less than 100% of the fees and expenses),
the affected Professional or the Debtors may file with the Court a
certification of no objection that specifies the amount of fees and the
amount of expenses to which no objection has been raised and after that
certificate of no objection has been filed, the Debtors are authorized to pay
80 percent of the fees and 100 percent of the expenses not subject to an
objection pursuant to paragraph (c) above (the "Alternative Minimum
Payment").
e. If a Monthly Fee Application of any Professional exceeds the maximum
amount allocated to such Professional under any budget approved by the
Court in connection with the DIP Financing (a "Budget"), such maximum
amount being calculated after applying any applicable roll-forward credit
balances from prior periods under such Professional's allocation in the
Budget, the Debtors shall not pay any such excess amount unless and until
the Court enters an order authorizing payment of such excess amount
pursuant to the affected Professional's Interim Fee Application (defined
below) .
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f. The first Monthly Fee Applications shall be due on or before April 25,
2012 and may include fees and expenses from the Petition Date through
and including March 31,2012.
g. These Interim Fee Payment Procedures shall not waive any statutory
requirements of the Professionals to obtain interim and final orders of the
Court approving their compensation, all amounts paid or reimbursed
hereunder remaining expressly subject to the Court's authority to disgorge
any such amounts pending final allowance by the Court.
h. Every three months each of the Professionals shall file with the Court and
serve on the Notice Parties, an application for interim Court approval and
allowance of compensation and reimbursement of expenses sought in the
Monthly Fee Applications filed during such three-month period
(individually, an "Interim Fee Application," and collectively, "Interim Fee
Applications"), in accordance with Bankruptcy Code section 331 and
further orders of the Court. Such Interim Fee Applications shall be filed
and served no later than the 30th day following the last day of the
compensation period for which compensation is sought. The Interim Fee
Application must identify the Monthly Fee Applications that are the
subject of the Interim Fee Application Request and any other information
requested by the Court or required by the local rules. The Interim Fee
Application shall be filed with the Court and served on the Notice Parties
within 30 days after the end of the interim fee period for which the request
seeks allowance of fees and reimbursement of expenses. The first Interim
Fee Application should cover the interim fee period from the Petition Date
through June 30, 2012.
1. Pursuant to further Orders of the Court, hearings on Interim Fee
Applications may be consolidated at periodic omnibus hearings as
reasonably necessary to conserve the estate's resources and ensure judicial
economy. The Debtors shall request a hearing on the pending Interim Fee
Applications at least every six months; however, the Debtors may request
that a hearing be held every three months or at such other intervals as the
Court deems appropriate.
J. All Interim Fee Applications shall comply with the requirements of the
Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
guidelines ofthe Office ofthe UST and the Local Rules of the Court.
k. The payment of any compensation pursuant to a Monthly Fee Application,
as set forth herein, shall not prejudice the rights of any parties in interest
from objecting to, or responding to any objection to, any Interim Fee
Application or final fee application under Bankruptcy Code section 330.
m. The pendency of an Objection to payment of compensation or reimbursement of
expenses shall not disqualify a Professional from the future payment of
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compensation or reimbursement of expenses pursuant to the Interim Fee Payment
Procedures; and it is further
ORDERED that service of the Monthly Fee Application, the Interim Fee Application,
final fee applications, and hearing notices is approved as follows: (i) the Notice Parties shall be
entitled to receive the Monthly Fee Applications, Interim Fee Applications, final fee
applications, and notices of any hearing thereon and (ii) the parties in interest requesting notice
pursuant to Bankruptcy Rule 2002 shall be entitled to receive only the Interim Fee Applications
and final fee applications and hearing notices and thereon. Notice given in accordance with this
paragraph is deemed sufficient and adequate and in full compliance with the applicable
provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the Local
Rules of this Court; and it is further
ORDERED that the Debtors shall include all payments made to professionals in their
monthly operating report, detailed so as to state the amount paid to the Professionals; and it is
further
ORDERED that all time periods referenced in this Order shall be calculated m
accordance with Bankruptcy Rule 9006(a); and it is further
ORDERED that this Court shall retain jurisdiction to hear and determine all matters
arising from this Order.
Dated: DE
!fu d3 '2012


United States Bankruptcy Judge
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