In re

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
Case No. 09-__
ELECTROGLAS, INC., et al.,
1
)
)
)
)
)
)
(Joint Administration Pending)
Debtors.
APPLICATION OF THE DEBTORS FOR AN ORDER AUTHORIZING
THE DEBTORS TO EMPLOY OMNI MANAGEMENT GROUP, LLC AS
CLAIMS, BALLOTING, NOTICING AND ADMINISTRATIVE AGENT
NUNC PRO TUNC TO THE PETITION DATE
The Debtors hereby submit this application to the Bankruptcy Court (the "Application")
for an order, the proposed form of which is attached to this Application as Exhibit A, pursuant to
28 U.S.C. 156, employing Omni Management Group, LLC ("Omni") as claims, balloting,
noticing and administrative agent, nunc pro tunc to the Petition Date (as defined below). In
support of the Application, the Debtors respectfully represent as follows:
Jurisdiction, Venue & Statutory Predicates
1. The Bankruptcy Court has jurisdiction over this matter pursuant to 28 U.S.C.
1334(b). Venue is proper pursuant to 28 U.S.C. 1408 and 1409. This matter is a core
proceeding within the meaning of28 U.S.C. 157(b)(2).
2. The statutory predicates for the relief requested in this Application are 28 U.S.C.
156, Rule 2002 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and
Rule 2002-1 (f) of the Local Rules of Practice and Procedure for the United States Bankruptcy
Court for the District of Delaware (the "Local Rules").
The Debtors are Electroglas, Inc. (EIN 77-0336101) and Electroglas International, Inc. (EIN 77-0345011).
#I I 123737 v3
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 ofthe 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
contemporaneously herewith and which is respectfully incorporated in this Application by
reference. Additional facts in support of the specific relief sought in this Application are set
forth below.
Relief Requested
7. By this Application, the Debtors seek an order retaining Omni, at the expense of
their estates, nunc pro tunc to the Petition Date, as claims, balloting, noticing and administrative
#11123737 v3
2
agent pursuant to 28 U.S.C. 156(c). The proposed terms ofOmni's employment are set forth
in the Declaration of Brian Osborne in Support of the Application ofthe Debtors and Debtors-
in-Possession to Employ Omni Management Group, LLC as Claims Agent, Noticing Agent, and
Administrative Agent Nunc Pro Tunc to the Petition Date (the "Declaration"), a copy of which is
attached to this Application as Exhibit B, and the engagement agreement between the Debtors
and Omni (the "Agreement"), a copy of which is attached to this Application as Exhibit C.
Basis for Relief
A. Omni is Well-Qualified to Act as Claims, Balloting, Noticing and Administrative
Agent
8. Omni is a premier chapter 11 administrator with substantial experience in, among
other things, noticing, ballot tabulation, claims processing, and claims reconciliation. Omni has
acted as official claims, balloting or noticing agent in several recent bankruptcy cases, including
In re Pac. Energy Res., Ltd, Case No. 09-10785 (Bankr. D. Del. Mar. 10, 2009); In re eToys
Direct J, LLC, Case No. 08-13412-BLS (Bankr. D. Del. Dec. 30, 2008); In re Monaco Coach
Corp., Case No. 09-10750 (Bankr. D. Del. Mar. 10, 2009); In re Robbins Bros. Corp., Case No.
09-10708 (Bankr. D. Del. Mar. 5, 2009); and In re WL Homes LLC, Case No. 09-10571 (Bankr.
D. Del. Feb. 20, 2009), among others. In light of Omni' s experience and the efficient and cost-
effective methods that it has developed, the Debtors' estates and creditors will benefit from the
appointment of Omni as the claims and noticing agent in these chapter 11 cases.
B. The Services to be Provided by Omni for the Estates
9. The Debtors estimate that they will have to notice over 3,000 parties in these
bankruptcy cases in some instances (and fewer parties in other instances). This large number of
creditors and parties in interest will undoubtedly impose heavy administrative and other burdens
on the Bankruptcy Court and the Office of the Clerk ofthe Court (the "Clerk's Office"). In
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3
addition, the Debtors will need assistance in managing and addressing administrative issues that
will likely arise in these cases? To relieve and assist with these burdens, the Debtors request the
appointment of Omni as claims, balloting, noticing and administrative agent in these chapter 11
cases.
I 0. Under Bankruptcy Rule 2002(a), the Bankruptcy Court may direct that a person
other than the clerk serve notices upon creditors and parties in interest. Moreover, 28 U.S.C.
156( c), which governs the staffing and expenses of the Bankruptcy Court, authorizes the
Bankruptcy Court to procure the services of third parties to assist with noticing and other
chapter 11 administrative matters:
Any court may utilize facilities or services, either on or off the
court's premises, which pertain to the provision of notices, dockets,
calendars, and other administrative information to parties in cases
filed under the provisions of title 11, United States Code, where the
costs of such facilities or services are paid for out of the assets of
the estate and are not charged to the United States. The utilization
of such facilities or services shall be subject to such conditions and
limitations as the pertinent circuit council may prescribe.
28 U.S.C. 156(c).
11. The Debtors seek an order appointing Omni to render, in accordance with the
Agreement, the following services as claims, noticing and balloting agent, without being
exhaustive (and if and to the extent applicable in these cases):
(a) Assisting in the preparation of the mailing matrix;
(b) Serving the required notices in these chapter 11 cases, pursuant to Local
Rule 2002-1 (f)(i), including:
The Debtors intend to sell all or substantially all or their assets pursuant to section 363 of the Bankruptcy
Code. It is not clear at this time whether the Debtors will propose a chapter 11 plan or complete these cases in some
other manner under the Bankruptcy Code and Bankruptcy Rules.
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(1) notice ofthe commencement ofthese chapter 11 cases and the
initial meeting of creditors under section 341 (a) of the Bankruptcy
Code;
(2) notice of the claims bar date;
(3) notices of objections to claims and transfers of claims;
( 4) notices of any hearings on a disclosure statement and confirmation
of a plan of reorganization, if any; and
(5) such other miscellaneous notices as the Debtors or the Bankruptcy
Court may deem necessary or appropriate for an orderly
administration ofthese chapter 11 cases;
(c) Within seven (7) days after the service of a particular notice, filing with
the Clerk's Office a certificate or affidavit of service that includes (i) a
copy of the notice served, (ii) an alphabetical list of persons on whom the
notice was served, along with corresponding addresses and (iii) the date
and manner of service;
(d) Maintaining copies of all proofs of claim and proofs of interest filed in
these cases;
(e) Maintaining official claims registers for each separate Debtor in these
cases by docketing all proofs of claim and proofs of interest in a claims
database that includes the following information for each such claim or
interest asserted:
(f)
(g)
(1) the name and address of the claimant or interest holder and any
agent of the claimant or interest holder, if the proof of claim or
proof of interest was filed by an agent;
(2) the date the proof of claim or proof of interest was received by
Omni or the Bankruptcy Court;
(3) the claim number assigned to the proof of claim or proof of
interest; and
(4) the asserted amount and classification of the claim;
Implementing necessary security measures to ensure the completeness and
integrity of the claims registers;
Transmitting to the Clerk's Office a copy of the claims registers on a
monthly basis, unless requested by the Clerk's Office on a more or less
frequent basis and filing a quarterly updated claims register with the
5
Bankruptcy Court in alphabetical and numerical order or, if there has been
no claims activity during the quarter, filing a certification of no activity;
(h) Maintaining an up-to-date mailing list for all entities that have filed proofs
of claim or interest or requests for notices in the cases and providing such
list upon to the Clerk's Office or any party in interest within 48 hours of a
request by such party;
(i) Providing access to the public for examination of the proofs of claim or
proofs of interest filed in these cases without charge during regular
business hours;
(j) Recording all transfers of claims and providing notice of such transfers
pursuant to Bankruptcy Rule 300l(e);
(k) Complying with applicable federal, state, municipal and local statutes,
ordinances, rules, regulations, orders and other requirements;
(1) Providing temporary employees to process claims, as necessary;
(m) Maintaining an informational website;
(n) Promptly complying with such further conditions and requirements as the
Clerk's Office or the Bankruptcy Court may at any time prescribe; and
( o) Providing such other claims processing, noticing, balloting, and related
administrative services as may be requested from time to time by the
Debtor.
13. In connection with its appointment as administrative agent, the Debtors
understand and Omni acknowledges that, among other things: (a) Omni will not consider itself
employed by the United States government and will not seek any compensation from the United
States government in its capacity as administrative agent in these chapter 11 cases; (b) Omni will
not be an agent of the United States and will not act on behalf of the United States; and (c) Omni
will not employ any past or present employees of the Debtors in connection with its work as the
claims and noticing agent in these chapter 11 cases.
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6
C. Compensation of Omni
14. The compensation to be provided by the Debtors to Omni for services rendered is
set forth in detail in the Agreement, which is incorporated by reference into this Application for
all purposes.
15. As set forth in the Agreement, the Debtors propose to pay Omni, in the ordinary
course and without need for further notice or order of the Bankruptcy Court,
3
its hourly rates in
effect from time to time and to reimburse Omni for its expenses according to its customary
reimbursement policies. Omni charges for its services at the following hourly rates: Senior
Consultants ($195-$295); Consultants/Project Specialists ($75-$125); Programming ($130-
$200); Clerical Support ($35-$95).
16. Omni will only be charged with administrative functions in these bankruptcy
cases, and therefore, Omni is not a "professional person" for purposes of section 327(a) ofthe
Bankruptcy Code. Accordingly, Omni should not be subject to the fee application process.
17. Omni has been paid a prepetition retainer in the amount of$10,000 (the
"Retainer") from the Debtors for services rendered and to be rendered in connection with these
cases. There are no amounts owed to Omni as of the Petition Date. The Debtors' funds were the
source of the Retainer. Notwithstanding anything in the Agreement to the contrary, Omni will
hold the Retainer pending the termination of its services in these cases to be applied to unpaid
expenses existing at the conclusion of its services in these cases.
3
Debtors respectfully request that an Order granting Debtors' Motion for approval oflnterim Compensation
Procedures not be granted to Omni's invoices.
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7
18. There are no arrangements between Omni and any other entity for the sharing of
compensation received or to be received in connection with these cases, except insofar as the
compensation may be shared among Omni' s employees.
19. If Omni finds it desirable to augment its professional staff with independent
contractors (each, an "Independent Contractor") in this case: (a) Omni will file, and require the
Independent Contractor to file, Bankruptcy Rule 2014 declarations indicating that the
Independent Contractor has reviewed the list of the interested parties in this case, disclosing the
Independent Contractor's relationships, if any, with the interested parties and indicating that the
Independent Contractor is disinterested; (b) the Independent Contractor must remain
disinterested during the time that Omni is involved in providing services on behalf of the
Debtors; and (c) the Independent Contractor must represent that he or she will not work for the
Debtors or other parties in interest in this case during the time Omni is involved in providing
services to the Debtors. Omni' s standard practice is to charge the Debtors for an Independent
Contractor's services at Omni's rate for an employee of comparable skill and experience, which
rate typically exceeds the compensation provided by Omni to the Independent Contractor.
20. To the best of the Debtors' knowledge, and based upon and except as set forth in
the Declaration, Omni does not: (a) represent any interest adverse to the Debtors or the estates;
(b) have any connection with the Debtors, creditors, any other party in interest, their respective
attorneys and accountants, the United States Trustee, or any person employed in the Office of the
United States Trustee; or (c) employ any person that is related to a judge of this Bankruptcy Court
or the United States Trustee for the District of Delaware. In addition, to the best of the Debtors'
knowledge and based on the Declaration, Omni is a ""disinterested person" under applicable
sections of the Bankruptcy Code.
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21. Therefore, the relief requested in the Application is appropriate and should be
granted by this Bankruptcy Court.
Notice
22. Notice of this Application 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 Application is seeking first day
relief, notice of this Application and any related order will be served as required by Local Rule
9013-l(m). In light of the relief requested in this Application, no other or further notice is
necessary or required.
23. This Application 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 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
24. No prior application for the relief requested in this Application 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 to this Application as Exhibit A, granting the relief
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9
requested in this Application; and (b) grant such other and further relief as the Bankruptcy Court
may deem just and proper.
Dated: July _j__, 2009 ELECTROGLAS, INC., et at
Chief Financial 0 fficer
1;j I 12:1737 v.1
10
Exhibit A
#11123737 v3
In re
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
ELECTROGLAS, INC., et al.,
1
)
)
)
)
)
Case No. 09-__ (_)
(Joint Administration Pending)
Debtors.
ORDER AUTHORIZING THE DEBTORS TO
EMPLOY OMNI MANAGEMENT GROUP, LLC AS
CLAIMS, BALLOTING, NOTICING AND ADMINISTRATIVE
AGENT NUNC PRO TUNC TO THE PETITION DATE
THIS MATTER having come before the Bankruptcy Court upon the application
(the "Application")
2
of the above-captioned Debtors for entry of an order appointing Omni
Management Group, LLC as claims, balloting, noticing and administrative agent nunc pro tunc
to the Petition Date; and the Bankruptcy Court having found that: (a) it has jurisdiction over the
matters raised in the Application 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) the relief requested in the Application is in the
best interest of the Debtors, their estates and their creditors; (d) proper and adequate notice of the
Application and the related hearing has been given and that no other or further notice is
necessary; and (e) upon the record in the Application and in this Order and after due deliberation,
good and sufficient cause exists for the granting of the relief as set forth in this Order; it is
hereby
1
The Debtors are Electroglas, Inc. (EIN 77-0336101) and Electroglas International, Inc. (EIN 77-0345011).
2
Capitalized terms used but not otherwise defined in this Order shall have the meanings ascribed to them in the
Application.
#11123737 v3
ORDERED, that the Application is granted in its entirety; and it is further
ORDERED, that the Debtors are authorized to employ Omni as claims, balloting,
noticing and administrative agent, effective as of the Petition Date on the terms set forth in the
Application and the Declaration; and it is further
ORDERED, that the Debtors are authorized to compensate Omni in the ordinary course
consistent with the terms of the Application and the Agreement, without need for further notice,
order or approval of the Bankruptcy Court; and it is further
ORDERED, that the Debtors, their officers, employees and agents are authorized to take
or refrain from taking such acts as are necessary and appropriate to implement and effectuate the
relief granted in this Order without further order of the Bankruptcy Court; and it is further
ORDERED, that this Bankruptcy Court shall retain exclusive jurisdiction to enforce the
terms of this Order.
Dated: July 2009
Wilmington, Delaware UNITED STATES BANKRUPTCY JUDGE
11!1123737
2
Exhibit B
#11123737 v3
In re
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
Case No. 09-
ELECTROGLAS, INC., et al.,
1
)
)
)
)
)
(Joint Administration Pending)
Debtors.
DECLARATION OF BRIAN OSBORNE IN SUPPORT OF THE APPLICATION
OF THE DEBTORS AND DEBTORS-IN-POSSESSION TO EMPLOY OMNI
MANAGEMENT GROUP, LLC AS CLAIMS, BALLOTING, NOTICING AND
ADMINISTRATIVE AGENT NUNC PRO TUNC TO THE PETITION DATE
I, Brian Osborne, declare and state as follows:
1. I am a Member of Omni Management Group, LLC ("Omni"). I make this
declaration (the "Declaration") in support ofthe "Application of the Debtors for An Order
Authorizing the Debtors to Employ Omni Management Group, LLC as Claims, Balloting,
Noticing and Administrative Agent Nunc Pro Tunc to the Petition Date" (the "Application").
2
2. The name, address, telephone number, and facsimile number of Omni is as
follows:
Omni Management Group, LLC
16501 Ventura Boulevard, Suite 440
Encino, CA 91436-2068
Telephone: 818-906-8300
Facsimile: 818-783-273 7
The Debtors are Electroglas, Inc. (EIN 77-0336101) and Electroglas International, Inc. (EIN 77-0345011).
2
Capitalized terms used but not otherwise defined in this Declaration shall have the meanings ascribed to
them in the Application.
ny-873611
3. The proposed terms ofOmni's appointment are set forth in the engagement
agreement between the Debtors and Omni (the "Agreement"), a copy of which is attached to
the Application as Exhibit C.
4. Omni is a premier chapter 11 administrator with substantial experience in, among
other things, noticing, ballot tabulation, claims processing, and claims reconciliation. Omni has
acted as official claims, balloting or noticing agent in several recent bankruptcy cases, including
In re Pacific Energy Resources, Ltd, Case No. 09-10785 (Bankr. D. Del. Mar. 8, 2009); In re
eToys Direct I, LLC, Case No. 08-13412-BLS (Bankr. D. Del. Dec. 28, 2008); In re Monaco
Coach Corp., Case No. 09-10750 (Bankr. D. Del. Mar. 5, 2009); In re Robbins Bros. Corp., Case
No. 09-10708 (Bankr. D. Del. Mar. 3, 2009); and In re WL Homes LLC, Case No. 09-10571
(Bankr. D. Del. Feb. 19, 2009), among others.
5. Subject to further order of this Bankruptcy Court, and without being exhaustive,
Omni proposes to render the following services as claims, noticing and balloting agent in the
Debtors' cases (as applicable in these cases):
ny-873611
(a) Assisting in the preparation of the mailing matrix;
(b) Serving the required notices in these chapter 11 cases, pursuant to Local
Rule 2002-1 (f)(i), including:
( 1) notice of the commencement of these chapter 11 cases and the
initial meeting of creditors under section 341 (a) of the Bankruptcy
Code;
(2) notice of the claims bar date;
(3) notices of objections to claims and transfers of claims;
( 4) notices of any hearings on a disclosure statement and confirmation
of a plan of reorganization, if any; and
(5) such other miscellaneous notices as the Debtors or the Bankruptcy
Court may deem necessary or appropriate for an orderly
administration of these chapter 11 cases;
2
ny-873611
(c) Within seven (7) days after the service of a particular notice, filing with
the Clerk's Office a certificate or affidavit of service that includes (i) a
copy of the notice served, (ii) an alphabetical list of persons on whom the
notice was served, along with corresponding addresses and (iii) the date
and manner of service;
(d) Maintaining copies of all proofs of claim and proofs of interest filed in
these cases;
(e) Maintaining official claims registers for each separate Debtor in these
cases by docketing all proofs of claim and proofs of interest in a claims
database that includes the following information for each such claim or
interest asserted:
(1) the name and address of the claimant or interest holder and any
agent of the claimant or interest holder, if the proof of claim or
proof of interest was filed by an agent;
(2) the date the proof of claim or proof of interest was received by
Omni or the Bankruptcy Court;
(3) the claim number assigned to the proof of claim or proof of
interest; and
(4) the asserted amount and classification of the claim;
(f) Implementing necessary security measures to ensure the completeness and
integrity of the claims registers;
(g) Transmitting to the Clerk's Office a copy of the claims registers on a
monthly basis, unless requested by the Clerk's Office on a more or less
frequent basis and filing a quarterly updated claims register with the
Bankruptcy Court in alphabetical and numerical order or, if there has been
no claims activity during the quarter, filing a certification of no activity;
(h) Maintaining an up-to-date mailing list for all entities that have filed proofs
of claim or interest or requests for notices in the cases and providing such
list upon to the Clerk's Office or any party in interest within 48 hours of a
request by such party;
(i) Providing access to the public for examination of the proofs of claim or
proofs of interest filed in these cases without charge during regular
business hours;
(j) Recording all transfers of claims and providing notice of such transfers
pursuant to Bankruptcy Rule 3001(e);
3
(k) Complying with applicable federal, state, municipal and local statutes,
ordinances, rules, regulations, orders and other requirements;
(I) Providing temporary employees to process claims, as necessary;
(m) Maintaining an informational website;
(n) Promptly complying with such further conditions and requirements as the
Clerk's Office or the Bankruptcy Court may at any time prescribe; and
( o) Providing such other claims processing, noticing, balloting, and related
administrative services as may be requested from time to time by the
Debtor.
6. In connection with its appointment as administrative agent, Omni acknowledges
that, among other things: (a) Omni will not consider itself employed by the United States
government and shall not seek any compensation from the United States government in its
capacity as administrative agent in these chapter 11 cases; (b) Omni will not be an agent of the
United States and will not act on behalf of the United States; and (c) Omni will not employ any
past or present employees of the Debtors in connection with its work as the claims and noticing
agent in these chapter 11 cases.
7. The compensation to be provided by the Debtors to Omni for services rendered is
set forth in detail in the Agreement, which is incorporated in this Declaration for all purposes.
As set forth in the Agreement, subject to Bankruptcy Court approval under applicable provisions
of the Bankruptcy Code, Omni will charge the Debtors its hourly rates in effect from time to
time, plus expenses incurred according to Omni's customary reimbursement policies. Omni
charges for its services at the following hourly rates: Senior Consultants ($195-$295);
Consultants/Project Specialists ($75-$125); Programming ($130-$200); Clerical Support ($35-
$95). I am expected to be principally responsible for this matter, assisted by staff at various
levels. My hourly rate is $265.
4
ny-873611
8. Ornni has been paid a prepetition retainer in the amount of$10,000 (the
"Retainer") from the Debtors for services rendered and to be rendered in connection with these
cases. There are no amounts owed to Omni as of the Petition Date. The Debtors' funds were the
source of the Retainer. Notwithstanding anything in the Agreement to the contrary, Omni will
hold the Retainer pending the termination of its services in these cases to be applied to unpaid
expenses existing at the conclusion of its services in these cases.
9. There are no arrangements between Omni and any other entity for the sharing of
compensation received or to be received in connection with these cases, except insofar as such
compensation may be shared among Omni' s employees.
1 0. If Omni finds it desirable to augment its professional staff with independent
contractors (each, an "Independent Contractor") in this case: (a) Omni will file, and require the
Independent Contractor to file, declarations pursuant to Rule 2014 of the Federal Rules of
Bankruptcy Procedure indicating that the Independent Contractor has reviewed the list of the
interested parties in this case, disclosing the Independent Contractor's relationships, if any, with
the interested parties and indicating that the Independent Contractor is disinterested; (b) the
Independent Contractor must remain disinterested during the time that Omni is involved in
providing services on behalf of the Debtors; and (c) the Independent Contractor must represent
that he or she will not work for the Debtors or other parties in interest in this case during the time
Omni is involved in providing services to the Debtors. Omni' s standard practice is to charge the
Debtors for an Independent Contractor's services at Omni's rate for an employee of comparable
skill and experience, which rate typically exceeds the compensation provided by Omni to the
Independent Contractor.
5
ny-873611
11. Omni has made the following investigation before submitting this verified
statement. Omni has undertaken a thorough review of its computerized database, which contains
the names of clients and other parties interested in particular matters. Omni requires all of its
professionals, before accepting the representation of a new client, or the representation of an
existing client in a new matter, to perform a conflicts check through Omni's database and to
enter into that database pertinent information regarding new clients or new matters. Thus, a
review of the database should reveal any and all actual or potential conflicts of interest with
respect to a potential representation. Omni has run the following parties through its conflict
system: (a) the Debtors; (b) the twenty largest unsecured creditors of each Debtor of which Omni
is aware, and (c) parties asserting a lien on assets ofthe Debtors of which the Debtors and Omni
are aware.
12. To the best of my knowledge, except as disclosed in this Declaration, Omni does
not have any connection with the Debtors, creditors, any other party-in-interest, their respective
attorneys and accountants, the United States Trustee, any person employed in the office ofthe
United States Trustee, or any insider of the Debtors.
13. Omni is not a creditor, equity security holder, or insider of any of the Debtors.
14. Neither Omni, nor any employee of Omni, is or was an investment banker for any
outstanding security of the Debtors.
15. Neither Omni, nor any employee ofOmni, is or was, within three (3) years before
the date of the filing of the petitions, an investment banker for a security of the Debtors.
16. Neither Omni, nor any employee of Omni, is or was, within two (2) years before
the date of the filing of the petitions, a director, officer, or employee of the Debtors or of any
investment banker for any security of the Debtors.
6
ny-873611
17. Neither Omni, nor any employee of Omni has an interest materially adverse to the
interests of the Debtors, their estates, or of any class of creditors or equity security holders, by
reason of any direct or indirect relationship to, connection with, or interest in the Debtors or an
investment banker for any security of the Debtors, or for any other reason.
18. To the best of my knowledge, Omni does not employ any person that is related to
a judge of this Bankruptcy Court or the United States Trustee for the District ofDelaware.
19. To the best of my knowledge, after conducting or supervising the investigation
described above, I believe Omni is eligible for employment by the Debtors pursuant to 28 U.S.C.
156(c) of the Bankruptcy Code.
I declare under penalty of peijury that the foregoing is true and correct.
Executed this O:.th day of July 2009, at Encino,CA.
an Osborne
Omni Management Group, LLC
7
ny-873611
Exhibit C
8
ny-873611
~ O M N I
Management Group
May 8, 2009
Mr. Tom Brunton
Chief Financial Officer
Electroglas, Inc.
5729 Fontanoso Way
San Jose, CA 95138
Re: Letter of Agreement
Dear Mr. Brunton:
This letter will acknowledge, that at the recommendation of Vincent Novak of Morrison
& Foerster LLP, you have requested that Omni Management Group, LLC, ("Omni")
provide services to Electroglas, Inc. in connection with a Chapter 11 proceeding (the
"Company"). Omni will make itself available to the Company for the purposes of
preparation of a Master Mailing Mattix, Claims Management, Noticing, as well as
development and maintenance of an informational website and any other services
requested by the Company.
The services rendered will be at our normal hourly rates, which range from $3.5.00. to
$29.5.00 per hour as per the attached rate sheet. Rates are adjusted annually on January
2 of each year, and are subject to increases not to exceed 10% per annum. Increases
greater than 10% per annum will be discussed with you before becoming effective.
For all such services rendered, we require a $10,000.00 deposit. All charges will be on
a portal to portal basis plus out--of-pocket expenses. Invoices will be submitted monthly
and are payable upon submission to restore the deposit to its original $10,000.00.
16501 Ventura Boulevard
Suite 440
Encino, CA 91436-2068
www.omnimgt.com
www.clalmsmanager.com
818-9068300
816-783-2737 Fax
fiOMNI
Management Group
Electroglas, Inc.
May 8, 2009
Page Two
Should you have any questions regarding the above. please do not hesitate to call.
Please acknowledge the above by signing and returning a copy of this letter.
Brian Osborne
/cr
cc: Vincent Novak, Esq.
Eric Schwarz
Robert Berger
Received and agreed to:
Date:_ t f t 3 / ~ f
Electroglas-agreement letter
By:
Electroglas, Inc.
. ~
16501 Ventur11 Boulevard
Suite 44::1
Encino, CA 91436-2088
www.omnimgtcom
www.ctalmsmanagercom
818-906-8300
818 783-2737 Fax
Omni Management Group, LLC
16501 Ventura Blvd., Suite 440
EnciDo, California 91436
Tel; (St 8) 906-8300
Fa: (818) 783-2737
http:ltw-.dldmsmanager.eqm
1. One-Time Database Setup
Configuration and customization of database for
client's needs based on initial conference
l. Informational Website
Creation, Configuemtion and Initial Set-up
Data Entry and lnfoi'llll:\tion Updates
Programming and Customization
Monthly Hosting
Scatllling
3. 800 Number
Creation, Configuration and Intial Set-up
Monthly Hosting Fee
Per Minute Charge
Hourly Service (actual talk time and log entry time)
4. Court Claims Docket
Creation and Updating of
Court Proofs of Claim Docket
5. Claim Proeesstng
Proofs of Claim input
Verification of claims input
Scanning input ofProofs of Claim
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Rate Schedule
Rates EfftlC!Iive: J anu:ary 1., 2009
WAIVED
WAIVED
$75 - $95 per hour
$130 - $200 per hour
$250.00 per month
$.30 per page I pius $35 per hour
WAIVED
$5.00 per month
$.075 per minute
$75.00 per hour
WAIVED
$1 .50 flat rate for each per Omni Generated Form
$3.50 flat rate for each per Non Ornni Generated Forms
$35.00- $65.00 per hour
$.30 per page I plus $35.00 per hour
Omni Management Group, LLC
16501 Ventura Blvd., Suite 440
Eoeino, California 91436
Tel: (818) 906-8300
Fax: (818)7&3-2737

6. Standard aud Custolllked Services
Senior Consultants
Consultant/Project Specialists
Programming
Clerical Support
7. Remote Internet AtceSS for Claims Management
Postage, Delivety, Phone
Postage Mailings
Faxes lncoming{Outgoing
Labels (includes charges for printing on envelopes)
Envelopes
Document Folding and Inserting
Electronic Servicing
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Rate Schedule
Rates Effective: January 2, 2009
$195.00 $295.00 per hour
$75.00. $125.00 per hour
$130.00. $200.00 per hour
$35.00. $95.00 per hour
WAIVED (One Time Set Up)
$500.00 per month per debtor, includes up
to 3 users
$70.00 per additional user per month
At cost
$10,000 or over advance payment
required
$.25 per page
$.07 each
Price varies as per size
$.05 each
$50.00 per 1,000
- --------------------------
Omni Management Group,LLC
16501 Ventura Blvd., Suite 440
Encino, Callfomla 91436
Tel; (818) 9 ~ 0 0
Fax.: (818) 7s:J..l7)7
http:llwww.clllimsmolfiiCt:rctnn
9. Support Servkes
Photocopies/Printing
Monthly Data Storage
10. BaUotlng Services and Fees
Plan & Disclosure Statement Mailings
Ballot Tabulation & Verification
11. Newsea!!r Legal Notke Publishing
Coordinate and Publish Legal Notice
Rate Schedule
Rates Effective: January l, 2009
$.10 per page
$.07 per creditor on file
Quoted prior to printing
Standard service rates (See Item 4 above)
Quote prior to publishing
12. Schedule of Assets & Liabilltles and Statement of Financial Affairs
Accumulate data neeessaey to assist with the $65.00 - $250.00 per hour
preparation of the Scbedule of Atl$ets & Liabilities
and Statement of Financial Affairs
13. Archival DVD/CDRom
Create DVD/CD 540.00 per copy
Time and ludfratca apply fttr evcolng and weekend W<lrk
3of3
Ef1RB INSTRUCTIONS
DATE:-------
ACCOUNT NAME:
ACCOUNT NUMBER:
AMOUNT OF WIRE:
NAME OF BANK:
BANK ROUTING NO:
Omni Management Group, LLC
16501 Ventura Blvd., #440
Encino, CA 91436
Trust A.ooount
1300054516
$10,000.00
Union Bank of California, Encino Branch
16633 Ventura Blvd.
Encino, CA 91436
122000496