UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

) ) ) ) ) ) )

In re ELECTROGLAS, INC., et al., 1 Debtors.

Chapter 11 Case No. 09-- (Joint Administration Pending)

Hearing Date: Objection Deadline:

MOTION OF THE DEBTORS FOR AN ORDER ESTABLISHING PROCEDURES FOR MONTHLY AND QUARTERLY COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS The above captioned debtors and debtors-in-possession (the "Debtors") hereby respectfully move the Bankruptcy Court (the "Motion") for entry of an order (the "Order"), the proposed form of which is attached to this Motion as Exhibit A, pursuant to sections 105(a) and 331 of Title 11 of the United States Code (as amended, the "Bankruptcy Code"), and Rule 2016(a) ofthe Federal Rules ofBankruptcy Procedure (the "Bankruptcy Rules"), establishing a procedure for the interim allowance and payment of compensation and reimbursement of expenses for attorneys and other professionals whose services are authorized by the Bankruptcy Court pursuant to Bankruptcy Code sections 327 or 1103 and who are required to file applications for allowance of compensation and reimbursement of expenses pursuant to Bankruptcy Code sections 330 and 331, Bankruptcy Rule 2016(a), and Rule 2016-2 of the Local Rules of Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the "Local Rules"). In support of the Motion, the Debtors respectfully represent as follows:

The Debtors are Electroglas, Inc. (EIN 77-0336101) and Electroglas International, Inc. (EIN 77-0345011 ).

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Jurisdiction, Venue & Statutory Predicate

1. The Bankruptcy Court has jurisdiction over this matter pursuant to 28 U.S.C.

157 and 1334(b). Venue is proper pursuant to 28 U.S.C. 1408 and 1409. This matter is a core proceeding pursuant to 28 U.S.C. 157(b)(2). 2. The statutory predicates for the relief requested in this Motion are Bankruptcy

Code sections 105(a) and 331, Bankruptcy Rule 2016(a) and Local Rule 2016-2.

Background
3. On the date hereof (the "Petition Date"), the Debtors each filed a voluntary

petition for relief under Chapter 11 of the Bankruptcy Code. The Debtors continue to operate their businesses and manage their properties as debtors-in-possession pursuant to sections 1107(a) and 1108 ofthe Bankruptcy Code. 4. No creditors' committee has yet been appointed in these cases. No trustee or

examiner has been appointed. 5. The Debtors supply semiconductor manufacturing test equipment and software to

the global semiconductor industry, and have been in the semiconductor equipment business for more than 40 years. The Debtors' installed customer base is one of the largest in the industry, as the Debtors have sold to date more than 16,500 units of one of their core products, the "wafer prober" (and its related operating system). The Debtors' other major source of revenue comes from their business of designing, manufacturing, selling and supporting motion control systems for advanced technologies. 6. A full description of the Debtors' business operations, corporate structures, capital

structures, and reasons for commencing these cases is set forth in full detail in the Affidavit of Thomas Brunton in Support of Chapter 11 Petitions and First Day Relief, which was filed

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contemporaneously herewith and which is respectfully incorporated in this Motion by reference. Additional facts in support of the specific relief sought in this Motion are set forth below.

Relief Requested
7. By this Motion, the Debtors request entry of an order pursuant to sections 105(a)

and 331 of the Bankruptcy Code establishing an orderly, regular process for the allowance and payment of compensation and reimbursement of expenses for attorneys and other professionals whose retentions are approved by the Bankruptcy Court under sections 327 or 1103 of the Bankruptcy Code and who will be required to file applications for allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016(a) and Local Rule 2016-2.

A.

Retention of Professionals to Date

8. On the Petition Date, the Debtors filed applications to retain the following

professionals in these chapter 11 cases: (a) Pepper Hamilton LLP, as general bankruptcy counsel; (b) Morrison & Foerster LLP, as special 327(e) counsel; (c) Gide Loyrette Nouel, A.A.R.P.I., as special 327(e) French counsel; (d) Tsar & Tsai, as special 327(e) Taiwanese counsel; and (e) Omni Management Group, as claims agent to the Debtors. 2

B.

The Proposed Compensation Procedures

9. The Debtors propose that the payment of compensation and reimbursement of

expenses of professionals retained in these cases (collectively, the "Retained Professionals") 3 be

As these cases progress, the Debtors may need to retain other professionals. In addition, any official committee appointed in these chapter 11 cases may also seek to retain professionals. Debtors do not seek, pursuant to this Motion or otherwise, to have Omni Management Group bound by the Compensation Procedures set forth herein.
3

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structured as follows (except as may otherwise be provided in orders of the Bankruptcy Court authorizing the retention of specific Retained Professionals) (the "Compensation Procedures"): (a) No earlier than the twentieth day (20th) day of each month following the month for which compensation is sought, each Retained Professional may file an application (a "Monthly Fee Application") in accordance with the Bankruptcy Code, Bankruptcy Rules and the Local Rules seeking interim allowance and payment of compensation and reimbursement of expenses incurred during any preceding month or months, and serve a copy of such Monthly Fee Application using the form of notice attached as Exhibit A to the Order by hand or overnight or electronic delivery, on the following parties: (i) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 (Attn.: (ii) the Debtors, c/o Electroglas, Inc., 5729 Fontanoso Way, San Jose, CA 95138 (Attn.: Thomas E. Brunton) (or such other address as shall become applicable); (iii) counsel to the Debtors, Pepper Hamilton LLP, Hercules Plaza, Suite 5100, 1313 North Market Street, P.O. Box 1709, Wilmington, DE 19899 (Attn.: David B. Stratton, Esq. and James C. Carignan, Esq.); (iv) counsel to bondholder group for the 6.25% Convertible Senior Subordinated Secured Notes due 2027, Lovells, 590 Madison Avenue, New York, NY 10022 (Attn: Christopher R. Donoho III, Esq.); and (v) the attorneys for any official committee(s) appointed by the Office ofthe United States Trustee (collectively, the "Notice Parties"). Any Retained Professional that fails to file a Monthly Fee Application for a particular month or months may subsequently submit a consolidated Monthly Fee Application for a particular month or months. Each Notice Party will have until4:00 p.m. ET on the 20th day (or the next business day if such day is not a business day) following service of the Monthly Fee Application (the "Objection Deadline") to object to the requested fees and expenses in accordance with the procedures described in subparagraph (c) below. Upon the expiration of the Objection Deadline, and in accordance with the local rules, a Retained Professional may file a certificate of no objection with the Bankruptcy Court with respect to the unopposed portion of the fees and expenses requested in its Monthly Fee Application (a "CNO"). After a CNO is filed, the Debtors are authorized and directed to pay the Retained Professional an amount equal to the lesser of (i) 80 percent of the fees and 100 percent of the expenses requested in the applicable Monthly Fee Application (the "Maximum Monthly Payment") or (ii) 80 percent of the fees and 100 percent of the expenses requested in the applicable Monthly Fee Application that are not subject to an objection pursuant to subparagraph (c) below (the amount in dispute, if any, shall be referred to as the "Disputed Amount").

(b)

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(c)

If any Notice Party wishes to object to a Retained Professional's Monthly Fee Application, it must (i) file a written objection (an "Objection") with the Bankruptcy Court on or before the Objection Deadline and (ii) serve the Objection on the affected Retained Professional and each of the other Notice Parties so that it is received by each of these parties on or before the Objection Deadline. Thereafter, the objecting party and the affected Retained Professional may attempt to resolve the Objection on a consensual basis. If the parties are unable to reach a resolution of the Objection, the affected Retained Professional may either (i) Schedule a hearing with the Bankruptcy Court for the Disputed Amount for approval of (the "Incremental Amount") or (ii) forego payment of the Incremental Amount until the next quarterly or final fee application hearing, at which time the Bankruptcy Court will consider and dispose of the Objection. Each Retained Professional may submit its first Monthly Fee Application no earlier than August 20, 2009. This initial Monthly Fee Application will cover the period from the Petition Date through the end of the partial month preceding the filing date of the Monthly Fee Application. Thereafter, the Retained Professionals may file Monthly Fee Applications in the manner described above. As applicable, at three-month intervals or such other intervals convenient to the Bankruptcy Court (the "Quarterly Fee Period"), each of the Retained Professionals may file with the Bankruptcy Court and serve on the Notice Parties a request (a "Quarterly Fee Application Request") for interim Bankruptcy Court approval and allowance of the compensation and reimbursement of expenses sought by such Retained Professional in its Monthly Fee Applications, including any holdbacks, filed during the Quarterly Fee Period, pursuant to section 331 of the Bankruptcy Code. The Quarterly Fee Application Request, which will be substantially in the form of Exhibit A attached to the Order and incorporated in this Motion by reference, must include a brief description identifying only: (i) the Monthly Fee Applications that are the subject of the request; (ii) the amount of fees and expenses requested; (iii) the amount of fees and expenses paid to date or subject to an Objection; (iv) the deadline for parties other than the Notice Parties to file objections (the "Additional Objections") to the Quarterly Fee Application Request; and (v) any other information requested by the Bankruptcy Court or required by the Local Rules; provided, however, that the Quarterly Fee Application Request shall not be required to contain the information required by Local Rule 2016-2 to the extent that information was already filed with the Bankruptcy Court in connection with the applicable Monthly Fee Applications. Objections, if any, to the Quarterly Fee Application Requests shall be filed and served upon the affected Retained Professional and the Notice Parties so as to be received on or before the 20th day (or the next business day if such day is not a business day) following service of the applicable Quarterly Fee Application Request.

(d)

(e)

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(f)

The Debtors will request that the Bankruptcy Court schedule a hearing on the Quarterly Fee Application Requests at least once every six months or at such other intervals as the Bankruptcy Court deems appropriate. If no Objections are pending and no Additional Objections are timely filed, the Bankruptcy Court may grant a Quarterly Fee Application Request without a hearing. Each Retained Professional must file and serve its first Quarterly Fee Application Request on or before the forty-fifth (45th) day following the end of the first Quarterly Fee Period. The first Quarterly Fee Application Request shall cover fees and expenses incurred from the Petition Date through and including the end of the third full month of the Debtors' cases. The pendency of an Objection to payment of compensation or reimbursement of expenses will not disqualify a Retained Professional from the future payment of compensation or reimbursement of expenses under the Compensation Procedures. Any Retained Professional that fails to file a Quarterly Fee Application Request when due will be ineligible to receive further interim payments of fees or expenses under the Compensation Procedures until such time as a Quarterly Fee Application Request is submitted by the Retained Professional. There will be no other penalties for failing to file a Quarterly Fee Application Request in a timely manner. Neither (a) the payment of or the failure to pay, in whole or in part, monthly interim compensation and reimbursement of expenses under the Compensation Procedures nor (b) the filing of or failure to file an Objection will bind any party in interest or the Bankruptcy Court with respect to the final allowance of applications for compensation and reimbursement of expenses of Retained Professionals. All fees and expenses paid to Retained Professionals under the Compensation Procedures are subject to disgorgement until final allowance by the Bankruptcy Court.

(g)

(h)

(i)

10.

The Debtors also request that each member of any official committee appointed

in these cases be permitted to submit statements of expenses (excluding third-party counsel expenses of individual committee members) and supporting vouchers to the respective committee's counsel, which counsel will collect and submit the committee members' requests for reimbursement in accordance with the Compensation Procedures. Approval of these Compensation Procedures, however, will not authorize payment of such expenses to the extent

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that authorization does not exist under the Bankruptcy Code, the Bankruptcy Rules, applicable Third Circuit law, the Local Rules or the practices of the Bankruptcy Court. 11. In addition, the Debtors request that the Bankruptcy Court limit the notice of

quarterly and final fee application requests to: (a) the Notice Parties; and (b) all parties that have filed a notice of appearance with the Clerk of the Bankruptcy Court, pursuant to Bankruptcy Rule 2002. The Debtors further request that: (a) the Notice Parties be entitled to receive the Monthly Fee Applications, any Quarterly Fee Application Requests, any final fee application requests and any notices of hearing on quarterly or final fee application requests (collectively, the "Hearing Notices"); and (b) all other parties entitled to notice be entitled to receive only the Quarterly Fee Application Requests and the Hearing Notices. Providing notice of quarterly and final fee application requests in this manner will permit the parties most active in these chapter 11 cases to review and object to professional fees and will save the expense of undue duplication and mailing. 12. The Debtors will include all payments made to Retained Professionals in

accordance with the Compensation Procedures in their monthly operating reports, identifying the amount paid to each of the Retained Professionals.
Applicable Authority

13.

Section 331 ofthe Bankruptcy Code provides, in relevant part, as follows: A trustee, an examiner, a debtor's attorney, or any professional person employed under section 327 or 1103 of this title may apply to the court not more than once every 120 days after an order for relief in a case under this title, or more often if the court permits, for such compensation for services rendered before the date of such an application or reimbursement for expenses incurred before such date as is provided under section 330 of this title. After notice and a hearing, the court may allow and disburse to such applicant such compensation or reimbursement.

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11 U.S.C. 331. Absent an order of the Bankruptcy Court, section 331 of the Bankruptcy Code limits Retained Professionals rendering services in these chapter 11 cases to payment of fees and expenses on a quarterly basis only. 14. Moreover, the proposed Compensation Procedures will greatly simplify the

process for payment of Retained Professionals' fees and will avoid unnecessary Bankruptcy Court involvement. 15. Finally, relief similar to that requested in this Motion has been granted in

comparable chapter 11 cases. See, e.g., In re Filene 's Basement, Inc., Case No. 09-11525 (Bankr. D. Del. May 26, 2009); In re Norte! Networks Inc., Case No. 09-10138 (Bankr. D. Del. February 4, 2009). 16. Therefore, the relief requested in this Motion is appropriate and should be granted

by the Bankruptcy Court.

Notice
17. Notice of this Motion has been provided to: (a) the Office of the United States

Trustee for the District of Delaware; (b) the creditors holding the 20 largest unsecured claims against the Debtors, as identified in the Debtors' respective chapter 11 petitions; (c) Lovells, 590 Madison Avenue, New York, NY 10022 (Attn: Christopher R. Donoho III, Esq.), counsel to bondholder group for the 6.25% Convertible Senior Subordinated Secured Notes due 2027; and (d) the Internal Revenue Service. As this Motion is seeking first day relief, notice of this Motion and any related order will be served as required by Local Rule 9013-1(m). In light of the relief requested in this Motion, no other or further notice is necessary or required. 18. The Debtors submit that this Motion does not contain any novel issues of law

requiring briefing. Therefore, pursuant to Rule 7 .1.2 of the Local Rules of Civil Practice of the

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United States District Court for the District of Delaware, as amended from time to time (the "Local District Court Rules"), as incorporated by reference into Local Rule 1001-1 (b), the Debtors respectfully request that the Bankruptcy Court set aside the briefing schedule set forth in Rule 7 .1.2(a) of the Local District Court Rules.

No Prior Request
19. No prior motion for the relief requested in this Motion has been made to this or

any other court. WHEREFORE, the Debtors respectfully request that the Bankruptcy Court: (a) enter an order substantially in the form annexed hereto as Exhibit B, granting the relief requested in this Motion; and (b) grant such other and further relief as the Bankruptcy Court may deem just and proper. Dated: July 9, 2009 Wilmington, Delaware Respectfully submitted,

Proposed counselfor the Debtors

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EXHIBIT A

ny-870904

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re ELECTROGLAS, INC., et al., 1 Debtors.

) ) ) ) ) )

Chapter 11 Case No. 09-_ _ L_) (Joint Administration Pending)

ADMINISTRATIVE ORDER ESTABLISHING PROCEDURES FOR MONTHLY AND QUARTERLY COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS THIS MATTER having come before the Bankruptcy Court upon the motion (the "Motion")2 of the Debtors for entry of an order establishing a procedure for the interim allowance and payment of compensation and reimbursement of expenses for attorneys and other professionals whose services are authorized by the Bankruptcy Court pursuant to sections 327 or 1103 ofthe Bankruptcy Code and who are required to file applications for allowance of compensation and reimbursement of expenses pursuant to sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016(a), and Local Rule 2016-2; and the Bankruptcy Court having found that: (a) it has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C. 157 and 1334(b); (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); (c) venue is lying properly with the Bankruptcy Court; (d) the relief requested in the Motion is in the best interests of the Debtors, their estates and their creditors; (e) proper and adequate notice of the Motion and the hearing on the Motion has been given and no other or further notice is necessary; and (f) upon the record after due deliberation, good and sufficient cause exists for the
1

The Debtors are Electroglas, Inc. (EIN 77-0336101) and Electroglas International, Inc. (EIN 77-0345011).

Capitalized terms used but not otherwise defined in this Order shall have the meanings ascribed to them in the Motion.

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granting of the relief as set forth in this Order; it is hereby ORDERED, that the Motion is granted in its entirety; and it is further ORDERED, that except as may otherwise be provided in orders of the Bankruptcy Court authorizing the retention of specific professionals, all Retained Professionals in these cases may seek monthly compensation in accordance with the following procedures (the "Compensation Procedures"): (a) No earlier than the twentieth day (20th) day of each month following the month for which compensation is sought, each Retained Professional may file an application (a "Monthly Fee Application") in accordance with the Bankruptcy Code, Bankruptcy Rules and the Local Rules seeking interim allowance and payment of compensation and reimbursement of expenses incurred during any preceding month or months, and serve a copy of such Monthly Fee Application using the form of notice attached as Exhibit A to this Order by hand or overnight or electronic delivery, on the following parties: (i) the Office of the United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801 (Attn.: [ ]); (ii) the Debtors, c/o Electroglas, Inc., 5729 Fontanoso Way, San Jose, CA 95138 (Attn.: Thomas E. Brunton) (or such other address as shall become applicable); (iii) counsel to the Debtors, Pepper Hamilton LLP, Hercules Plaza, Suite 5100, 1313 North Market Street, P.O. Box 1709, Wilmington, DE 19899 (Attn.: David B. Stratton, Esq. and James C. Carignan, Esq.); (iv) counsel to bondholder group for the 6.25% Convertible Senior Subordinated Secured Notes due 2027, Lovells, 590 Madison Avenue, New York, NY 10022 (Attn: Christopher R. Donoho III, Esq.); and (v) the attorneys for any official committee(s) appointed by the Office of the United States Trustee (collectively, the "Notice Parties"). Any Retained Professional that fails to file a Monthly Fee Application for a particular month or months may subsequently submit a consolidated Monthly Fee Application for a particular month or months. Each Notice Party will have until4:00 p.m. ET on the 20th day (or the next business day if such day is not a business day) following service of the Monthly Fee Application (the "Objection Deadline") to object to the requested fees and expenses in accordance with the procedures described in subparagraph (c) below. Upon the expiration of the Objection Deadline, and in accordance with the local rules, a Retained Professional may file a certificate ofno objection with the Bankruptcy Court with respect to the unopposed portion of the fees and expenses requested in its Monthly Fee Application (a "CNO"). After a CNO is filed, the Debtors are authorized and directed to pay the Retained Professional an amount

(b)

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equal to the lesser of (i) 80 percent of the fees and 100 percent of the expenses requested in the applicable Monthly Fee Application (the "Maximum Monthly Payment") or (ii) 80 percent of the fees and 100 percent of the expenses requested in the applicable Monthly Fee Application that are not subject to an objection pursuant to subparagraph (c) below (the amount in dispute, if any, shall be referred to as the "Disputed Amount"). (c) If any Notice Party wishes to object to a Retained Professional's Monthly Fee Application, it must (i) file a written objection (an "Objection") with the Bankruptcy Court on or before the Objection Deadline and (ii) serve the Objection on the affected Retained Professional and each of the other Notice Parties so that it is received by each of these parties on or before the Objection Deadline. Thereafter, the objecting party and the affected Retained Professional may attempt to resolve the Objection on a consensual basis. If the parties are unable to reach a resolution of the Objection, the affected Retained Professional may either (i) Schedule a hearing with the Bankruptcy Court for the Disputed Amount for the approval of (the "Incremental Amount") or (ii) forego payment of the Incremental Amount until the next quarterly or final fee application hearing, at which time the Bankruptcy Court will consider and dispose of the Objection. Each Retained Professional may submit its first Monthly Fee Application no earlier than August 20, 2009. This initial Monthly Fee Application will cover the period from the Petition Date through the end of the partial month preceding the filing date of the Monthly Fee Application. Thereafter, the Retained Professionals may file Monthly Fee Applications in the manner described above. As applicable, at three-month intervals or such other intervals convenient to the Bankruptcy Court (the "Quarterly Fee Period"), each of the Retained Professionals may file with the Bankruptcy Court and serve on the Notice Parties a request (a "Quarterly Fee Application Request") for interim Bankruptcy Court approval and allowance of the compensation and reimbursement of expenses sought by such Retained Professional in its Monthly Fee Applications, including any holdbacks, filed during the Quarterly Fee Period, pursuant to section 331 ofthe Bankruptcy Code. The Quarterly Fee Application Request, which will be substantially in the form of Exhibit A attached to this Order, must include a brief description identifying only: (i) the Monthly Fee Applications that are the subject of the request; (ii) the amount of fees and expenses requested; (iii) the amount of fees and expenses paid to date or subject to an Objection; (iv) the deadline for parties other than the Notice Parties to file objections (the "Additional Objections") to the Quarterly Fee Application Request; and (v) any other information requested by the Bankruptcy Court or required by the Local Rules; provided, however, that the Quarterly Fee Application Request shall not be required to contain the information required by Local Rule 2016-2 to

(d)

(e)

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the extent that information was already filed with the Bankruptcy Court in connection with the applicable Monthly Fee Applications. Objections, if any, to the Quarterly Fee Application Requests shall be filed and served upon the affected Retained Professional and the Notice Parties so as to be received on or before the 20th day (or the next business day if such day is not a business day) following service of the applicable Quarterly Fee Application Request. (f) The Debtors will request that the Bankruptcy Court schedule a hearing on the Quarterly Fee Application Requests at least once every six months or at such other intervals as the Bankruptcy Court deems appropriate. If no Objections are pending and no Additional Objections are timely filed, the Bankruptcy Court may grant a Quarterly Fee Application Request without a hearing. Each Retained Professional must file and serve its first Quarterly Fee Application Request on or before the forty-fifth (45th) day following the end ofthe first Quarterly Fee Period. The first Quarterly Fee Application Request shall cover fees and expenses incurred from the Petition Date through and including the end of the third full month of the Debtors' cases. The pendency of an Objection to payment of compensation or reimbursement of expenses will not disqualify a Retained Professional from the future payment of compensation or reimbursement of expenses under the Compensation Procedures. Any Retained Professional that fails to file a Quarterly Fee Application Request when due will be ineligible to receive further interim payments of fees or expenses under the Compensation Procedures until such time as a Quarterly Fee Application Request is submitted by the Retained Professional. There will be no other penalties for failing to file a Quarterly Fee Application Request in a timely manner. Neither (a) the payment of or the failure to pay, in whole or in part, monthly interim compensation and reimbursement of expenses under the Compensation Procedures nor (b) the filing of or failure to file an Objection will bind any party in interest or the Bankruptcy Court with respect to the final allowance of applications for compensation and reimbursement of expenses of Retained Professionals. All fees and expenses paid to Retained Professionals under the Compensation Procedures are subject to disgorgement until final allowance by the Bankruptcy Court.

(g)

(h)

(i)

and it is further

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ORDERED, that each member of any committee appointed in these cases shall be permitted to submit statements of expenses (excluding third-party counsel expenses of individual committee members) and supporting vouchers to the respective committee's counsel, which counsel will collect and submit the committee members' requests for reimbursement in accordance with the Compensation Procedures. Approval of these Compensation Procedures, however, does not authorize payment of such expenses to the extent that such authorization does not exist under the Bankruptcy Code, the Bankruptcy Rules, applicable Third Circuit law, the Local Rules or the practices of the Bankruptcy Court; and it is further ORDERED, that notice of quarterly and final fee application requests shall be served only upon: (a) the Notice Parties; and (b) all parties that have filed a notice of appearance with the Clerk of the Bankruptcy Court, pursuant to Bankruptcy Rule 2002, and requested such notice. The Notice Parties shall be entitled to receive the Monthly Fee Applications, any Quarterly Fee Application Requests, any final fee application requests and any Hearing Notices. All other parties entitled to notice shall be entitled to receive only the Quarterly Fee Application Requests and the Hearing Notices; and it is further ORDERED, that the Debtors will include all payments made to Retained Professionals in accordance with the Compensation Procedures in their monthly operating reports, identifying the amount paid to each of the Retained Professionals; and it is further ORDERED, that all time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a) and Local Rule 9006-1; and it is further

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ORDERED, that the Bankruptcy Court shall retain exclusive jurisdiction to enforce the

terms ofthis Order. Dated: _ _ _ _ _ _, 2009

UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT A

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re ELECTROGLAS, INC., et al.,

1

Debtors.

) ) ) ) ) )

Chapter 11 Case No. 09(Joint Administration Pending)

Hearing Date: Objection Deadline:

NOTICE OF FEE APPLICATION REQUEST

Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual, reasonable and necessary: Amount of Expense Reimbursement sought as actual, reasonable and necessary:

This is a: _ _ monthly

- - quarterly final
application.

The Debtors are Electroglas, Inc. (EIN 77-0336101) and Electroglas International, Inc. (EIN 77-0345011).

ny-870904

Summary of Fee Applications for Compensation Period (Quarterly/Final Only): Requested Date Filed Period Covered Fees Expenses Fees Approved Expenses

Summary of Any Objections to Fee Applications (Quarterly/Final Only): Date of Fee Application Date of Objection Total Fees Subject to Objection Total Expenses Subject to Objection

PLEASE TAKE NOTICE that, pursuant to the Bankruptcy Court's Administrative Order Establishing Procedures for Monthly and Quarterly Compensation and Reimbursement of Expenses of Professionals, dated
~------~

(the "Compensation Order"), objections,

if any, to this fee application must be filed with the Bankruptcy Court and served on the Applicant at the address set forth below and the Notice Parties (as defined in the Compensation Order) so as to be received by _ _ _ _ _ _ _ _ _ _ . If no timely objections are filed to this fee application, the Bankruptcy Court may enter an order granting it without a hearing. Dated: 2009 [Name and Address of Applicant]

l _ _ _ _ __.,

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