Re: D.I. 86

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., Debtors.
) ) ) ) ) ) )
Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

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
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. Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Motion.
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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 form of the Ballot annexed hereto as Exhibit A-1 is substantially consistent
with Official Form No. 14, adequately addresses 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. The 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.
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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. 2. 3. The Motion is granted as set forth herein. The Disclosure Statement is approved. 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. 5. June 25, 2010 at 5:00 p.m. (ET) is established as the Voting Deadline. 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
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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 Courts docket and is effective pursuant to Bankruptcy Rule 3001(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
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1123(a)(1) 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) 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 Courts order; 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; 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; 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; 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;
b.
c.
d.
e.
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f.
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 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.
g.
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
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the Voting Deadline is deemed to reflect the voters 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. 20. counted. Any unsigned Ballot or non-originally signed Ballot shall not be counted. Any Ballot sent directly to any party other than the Voting Agent shall not be
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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
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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: ____________________, 2012 Brendan L. Shannon United States Bankruptcy Judge
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EXHIBIT A-1 BALLOTS IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) Chapter 11 ) ) Case No. 12-10968 (BLS) FASTSHIP, INC., et al., ) (Jointly Administered) 1 ) Debtors. ) BALLOT FOR CLASS 1 FOR ACCEPTING OR REJECTING PLAN OF REORGANIZATION OF THE DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE In re: 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 FastShip 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 Courts 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) 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 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 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.
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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 5:00 p.m. (ET) at the following address: FastShip, Inc. et al. 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. 2. 3. 4. 5. COMPLETE ITEMS 1, 2 AND 3. REVIEW THE CERTIFICATION CONTAINED IN ITEM 3. SIGN AND DATE THE BALLOT. RETURN THE BALLOT IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. 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. 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
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6.
Item 1. 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
REJECT the Plan
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 1 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
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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
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) Chapter 11 ) ) Case No. 12-10968 (BLS) FASTSHIP, INC., et al., ) (Jointly Administered) 1 ) Debtors. ) BALLOT FOR CLASS 2 FOR ACCEPTING OR REJECTING PLAN OF REORGANIZATION OF THE DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE In re: 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 FastShip 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 Courts 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) 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 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 discriminate against, the Class or Classes rejecting the Plan and (b) otherwise satisfies the requirements of section 1129(b) of the Bankruptcy Code.
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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 5:00 p.m. (ET) at the following address: FastShip, Inc. et al. 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. 2. 3. 4. 5. COMPLETE ITEMS 1, 2 AND 3. REVIEW THE CERTIFICATION CONTAINED IN ITEM 3. SIGN AND DATE THE BALLOT. RETURN THE BALLOT IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. 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. 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.
6.
Item 1. Class. The undersigned is the holder of a Claim or Equity Interest as of May 31, 2012 designated as Class 2, pursuant to the Plan and Disclosure Statement votes to (check one box): 2
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ACCEPT the Plan
REJECT the Plan
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 2 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. UPON COMPLETION, THIS BALLOT SHOULD BE RETURNED TO THE DEBTORS VOTING AGENT, AS DIRECTED. IF YOUR BALLOT IS NOT 3
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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
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6.
Item 1. Class. The undersigned is the holder of a Claim or Equity Interest as of May 31, 2012 designated as Class 3, pursuant to the Plan and Disclosure Statement votes to (check one box): 2
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ACCEPT the Plan
REJECT the Plan
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 3 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. UPON COMPLETION, THIS BALLOT SHOULD BE RETURNED TO THE DEBTORS VOTING AGENT, AS DIRECTED. IF YOUR BALLOT IS NOT 3
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6.
2
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ACCEPT the Plan
REJECT the Plan
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 5 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. UPON COMPLETION, THIS BALLOT SHOULD BE RETURNED TO THE DEBTORS VOTING AGENT, AS DIRECTED. IF YOUR BALLOT IS NOT )
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) Chapter 11 ) ) Case No. 12-10968 (BLS) FASTSHIP, INC., et al., ) (Jointly Administered) 1 ) Debtors. ) BALLOT FOR CLASS 6 FOR ACCEPTING OR REJECTING PLAN OF REORGANIZATION OF THE DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE In re: 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 FastShip 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 Courts 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) 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 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 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
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.
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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 5:00 p.m. (ET) at the following address: FastShip, Inc. et al. 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. 2. 3. 4. 5. COMPLETE ITEMS 1, 2 AND 3. REVIEW THE CERTIFICATION CONTAINED IN ITEM 3. SIGN AND DATE THE BALLOT. RETURN THE BALLOT IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. 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. 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.
6.
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ACCEPT the Plan
REJECT the Plan
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 6 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. 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 )
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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
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EXHIBIT A-2 CONFIRMATION HEARING NOTICE IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., 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 (D) RELATED MATTERS PLEASE TAKE NOTICE OF THE FOLLOWING: 1. Pursuant to an order dated May ____, 2012 [Docket No. ____] (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 11 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 11 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 for 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 (defined below) and file with the
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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 5:00 p.m. (ET). The Ballot of any Holder of a Claim or Equity Interest filing 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 for 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 of the 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 4:00 p.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 al. 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 ___, 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
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(302) 442-7010 (Telephone) (302) 442-7012 (Facsimile) rlemisch@beneschlaw.com jsmith@beneschlaw.com -andKari 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
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., 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
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. Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it in the Motion.
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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 form of the Ballot annexed hereto as Exhibit A-1 is substantially consistent
with Official Form No. 14, adequately addresses 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. The 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.
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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. 2. 3. The Motion is granted as set forth herein. The Disclosure Statement is approved. 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. 5. June 25, 2010 at 5:00 p.m. (ET) is established as the Voting Deadline. 4. 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
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full or superseded by filed proofs of claim, (b) all parties having timely filed proofs of claim, as reflected in the official claims register (i) in an amount greater than zero, (ii) that are not contingent, unliquidated or disputedand 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 Courts docket and is effective pursuant to Bankruptcy Rule 3001(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. 5. 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. 6. 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. 7. 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
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1123(a)(1) of the Bankruptcy Code. The Debtors shall, however, serve such parties with the Confirmation Hearing Notice. 9. 8. 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) unless such Holder has timely 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 Courts order; 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; 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; 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 (a) filed by the applicable bar date for the filing of proofs of claim established by the Court or (b) deemed timely filed by an order of the Court prior to the Voting Deadline, then,filed, then unless the Debtors have consented in writing, such Claim or Equity Interest is disallowed for voting purposes and for purposes of allowance and distribution pursuant to Bankruptcy Rule 3003(c)only; 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,
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b.
c.
d.
e.
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unless the Claim or Equity Interest is temporarily allowed for voting purposes only, by Order of the Court, prior to the Voting Deadline; f. 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 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.
g.
10.
9. 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 iscan 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. 10. 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.
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12.
11. 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 the Voting Deadline is deemed to reflect the voters intent and, thus, to supersede any prior Ballots. 13. 12. 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. 13. 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. 14. 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. 15. Any Ballot that is illegible or contains insufficient information to permit the
identification of the claimant shall not be counted. 17. 16. 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. 17. Any Ballot cast for a Claim or Equity Interest identified as unliquidated,
contingent or disputed and for which no proof of claim was timely filed shall not be counted. 19. 18. Any unsigned Ballot or non-originally signed Ballot shall not be counted.
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20. counted. 21.
19. Any Ballot sent directly to any party other than the Voting Agent shall not be
20. Any Ballot cast for a Claim or Equity Interest that has been disallowed (for
voting purposes or otherwise) shall not be counted. 22. 21. Any Ballot transmitted to the Voting Agent by facsimile or other electronic
means shall not be counted. 22. The Debtors may reject any and all Ballots, the acceptance of which, in the
opinion of the Debtors, would not be in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules or this Order. 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.
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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 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: ____________________, 2012 Brendan L. Shannon United States Bankruptcy Judge

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EXHIBIT A-1 BALLOTBALLOTS IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
) Chapter 11 ) ) Case No. 12-10968 (BLS) FASTSHIP, INC., et al., ) (Jointly Administered) 1 ) Debtors. ) BALLOT FOR CLASS 1 FOR ACCEPTING OR REJECTING PLAN OF REORGANIZATION OF THE DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE OF THE DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE In re: 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 FastShip 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 Courts 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) 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)
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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 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. If insufficient Ballots are provided, simply make as many copies of a blank Ballot as are necessary so you will have a separate Ballot with which to vote each separate Claim and Equity Interest. The fact that you have received more than one Ballot does NOT mean that you have more than one Claim or Equity Interest to vote.
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 5:00 p.m. (ET) at the following address: FastShip, Inc. et al. 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 1, 2 AND 3.
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2.
REVIEW THE CERTIFICATION CONTAINED IN ITEM 4. 3.
3. 3. 4. 4. 5.
SIGN AND DATE THE BALLOT. SIGN AND DATE RETURN THE BALLOT IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. RETURN THE BALLOT IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. 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. 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. 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. 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.
5.
6.
6.
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Item 1. 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
REJECT the Plan
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 ____1 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: 4
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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. 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
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) Chapter 11 ) ) Case No. 12-10968 (BLS) FASTSHIP, INC., et al., ) (Jointly Administered) 1 ) Debtors. ) BALLOT FOR CLASS 2 FOR ACCEPTING OR REJECTING PLAN OF REORGANIZATION OF THE DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE In re: 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 FastShip 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 Courts 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) 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 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 discriminate against, the Class or Classes rejecting the
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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 5:00 p.m. (ET) at the following address: FastShip, Inc. et al. 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. 2. 3. 4. 5. COMPLETE ITEMS 1, 2 AND 3. REVIEW THE CERTIFICATION CONTAINED IN ITEM 3. SIGN AND DATE THE BALLOT. RETURN THE BALLOT IN THE ENCLOSED PRE-ADDRESSED ENVELOPE. 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. ANY EXECUTED BALLOT RECEIVED THAT DOES NOT INDICATE EITHER AN ACCEPTANCE OR REJECTION OF THE PLAN OR THAT INDICATES
6.
2
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BOTH AN ACCEPTANCE AND A REJECTION OF THE PLAN, WILL NOT BE COUNTED. Item 1. Class. The undersigned is the holder of a Claim or Equity Interest as of May 31, 2012 designated as Class 2, pursuant to the Plan and Disclosure Statement votes to (check one box):
ACCEPT the Plan
REJECT the Plan
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 2 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: ( )
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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. 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
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6.
2
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ACCEPT the Plan
REJECT the Plan
3
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4
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6.
2
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ACCEPT the Plan
REJECT the Plan
3
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4
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) Chapter 11 ) ) Case No. 12-10968 (BLS) FASTSHIP, INC., et al., ) (Jointly Administered) 1 ) Debtors. ) BALLOT FOR CLASS 6 FOR ACCEPTING OR REJECTING PLAN OF REORGANIZATION OF THE DEBTORS UNDER CHAPTER 11 OF THE BANKRUPTCY CODE In re: 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 FastShip 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 Courts 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) 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 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 discriminate against, the Class or Classes rejecting the Plan and (b) otherwise satisfies the requirements of section 1129(b) of the Bankruptcy Code.
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6.
2
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ACCEPT the Plan
REJECT the Plan
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 6 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: )
3
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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. 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 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.
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EXHIBIT A-2 CONFIRMATION HEARING NOTICE IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., 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 (D) RELATED MATTERS PLEASE TAKE NOTICE OF THE FOLLOWING: 1. Pursuant to an order dated May ____, 2012 ([Docket No. ____, ] (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 11 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 11 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 for 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 (defined below) and file with the
1
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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 5:00 p.m. (ET). The Ballot of any Holder of a Claim or Equity Interest filing 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 for 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 of the 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 4:00 p.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 al. 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) 442-7005.7005, 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 ___, 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
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Wilmington, DE 19801 (302) 442-7010 (Telephone) (302) 442-7012 (Facsimile) rlemisch@beneschlaw.com jsmith@beneschlaw.com -andKari 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
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Document comparison by Workshare Professional on Wednesday, May 30, 2012 2:25:35 PM Input: Document 1 ID Description Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions Deletions Moved from Moved to Style change Format changed Total changes 286 48 0 0 0 0 334 interwovenSite://DMS1C/Benesch/7145929/3 #7145929v3<Benesch> - Fastship - Motion to Approve Disclosure Statement and Voting Materials interwovenSite://DMS1C/Benesch/7145929/6 #7145929v6<Benesch> - Fastship - Motion to Approve Disclosure Statement and Voting Materials 1. Add=bold DbUnderline, Delete=strikethru
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., Debtors.

Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

Dated: ____________________, 2012 Brendan L. Shannon United States Bankruptcy Judge

ACCEPT the Plan

REJECT the Plan

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

ACCEPT the Plan

REJECT the Plan

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

ACCEPT the Plan

REJECT the Plan

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

ACCEPT the Plan

REJECT the Plan

ACCEPT the Plan

REJECT the Plan

Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

Dated: May ___, 2012

Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

9. If any Holder of a Claim or Equity Interest seeks to challenge the allowance of

20. counted. 21.

Objections to confirmation of the Plan or proposed modifications to the Plan, if

Dated: ____________________, 2012 Brendan L. Shannon United States Bankruptcy Judge

PLEASE READ THE FOLLOWING INSTRUCTIONS BEFORE COMPLETING THIS BALLOT.

COMPLETE ITEMS 1, 2 AND 3.

REVIEW THE CERTIFICATION CONTAINED IN ITEM 4. 3.

ACCEPT the Plan

REJECT the Plan

Social Security or Federal Tax I.D. No.: (Optional)

Title: (If Appropriate)

City, State, Zip Code:

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

ACCEPT the Plan

REJECT the Plan

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

ACCEPT the Plan

REJECT the Plan

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

ACCEPT the Plan

REJECT the Plan

ACCEPT the Plan

REJECT the Plan

Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

Dated: May ___, 2012

Doc 7145929 Ver 6

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