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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

LEE R. BOGDANOFF (State Bar No. 119542) JONATHAN S. SHENSON (State Bar No. 184250) DAVID M. GUESS (State Bar No. 238241) KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, California 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Proposed Bankruptcy Counsel for Debtors and Debtors In Possession Debtors' Mailing Address 3411 N. Perris Blvd. Perris, CA 92571 National R.V. Holdings, Inc.'s Tax I.D. #XX-XXX-1079 National R.V., Inc.'s Tax I.D. #XX-XXX-5022

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation, Debtors. Case No.: 6:07-17941-PC Case No.: 6:07-17937-PC Chapter 11 EMERGENCY MOTION PURSUANT TO LOCAL BANKRUPTCY RULE 2081-1(i) FOR ORDER AUTHORIZING IMPLEMENTATION OF GENERAL EMPLOYEE SEVERANCE PLAN PURSUANT TO 11 U.S.C. 363(b); DECLARATION OF DAVID J. HUMPHREYS AND DECLARATION OF BRUCE COX CONKLIN, JR. IN SUPPORT THEREOF Hearing Date: Time: Place: December 12, 2007 1:30 p.m. Courtroom 303 U.S. Bankruptcy Court 3420 Twelfth Street Riverside, CA 92501-3819

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TO THE HONORABLE PETER H. CARROLL, UNITED STATES BANKRUPTCY JUDGE, THE OFFICE OF THE UNITED STATES TRUSTEE, THE DEBTORS' TWENTY LARGEST UNSECURED CREDITORS, THE DEBTORS' SECURED CREDITORS; AND OTHER PARTIES IN INTEREST: National R.V. Holdings, Inc., and National R.V., Inc., the debtors and debtors in possession in the above-captioned cases (the "Debtors"), hereby move this Court on an emergency basis pursuant to Local Bankruptcy Rule ("LBR") 2081-1(i) for entry of an order under Bankruptcy Code section 363(b) authorizing the Debtors to implement a plan which provides severance pay for each of their full-time employees, including three of the Debtors' four insiders (the "Severance Plan"). The basis for the relief requested in the Motion is set forth below and in the accompanying Declaration of David J. Humphreys (the "Humphreys Declaration"), attached hereto and incorporated herein by reference; as well as in the accompanying Declaration of Bruce Cox Conklin, Jr. (the "Conklin Declaration") While the Debtors seek immediate approval of the Severance Plan for their non-insider employees, the relief sought herein as to each of the insiders shall be conditioned upon the Debtors being authorized to remit such post-petition compensation to such insider after having complied with the notice and other procedures governing insider compensation pursuant to LBR 2014-1(a) and the Notice to Debtors Submitting Requests for Approval of Insider Compensation promulgated by the Office of the United States Trustee (together, the "Insider Compensation Procedures"). For the reasons set forth in the Memorandum of Points and Authorities (some of which are summarized below), the Debtors believe immediate approval of the Severance Plan is necessary and appropriate under the circumstances. The Debtors intend to proceed immediately with an orderly liquidation which, if properly managed, should generate significant value for all constituencies. In this regard, it is imperative that the Debtors retain their remaining employees as they are intimately familiar with the Debtors' business and operations and, as a consequence, their knowledge and assistance are
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indispensable to carrying-out the objectives of these cases. However, there is a significant risk that the Debtors' employees will leave at the first opportunity absent some immediate assurance that they will not be terminated without cause and without severance. Not only do these employees know these cases will result in an orderly liquidation and wind down of their employer in the near term (which result in an end to their employment), but also, they saw over 650 of their former co-workers laid off, without any severance, in the days leading up to these bankruptcy filings. In view of these facts, it is critical that the Debtors' take immediate steps to retain their employees. Were some or all of the employees to leave precipitously, the Debtors' ability to maximize value would be imperiled. Replacing them would be costly and result in enormous delays. More fundamentally, the knowledge of the Debtors' assets and liabilities that their remaining employees have garnered during their months or years of service is, literally, irreplaceable. Without the these employees, the Debtors stand no chance of maximizing value from the successful prosecution of the Kemlite Litigation; the orderly sale of inventory, both finished and unfinished motor homes, parts and replacements and other valuable items on hand; and the collection of accounts receivable, general intangibles (including intellectual property) and other assets. WHEREFORE, the Debtors need to be able to give their employees immediate assurance that they will receive severance pay for their work in helping the Debtors' maximize value for these estates and, accordingly, seek authority to implement the Severance Plan as to non-insider employees on an emergency basis, and approve the Severance Plan as to the Debtors' insiders (other than Mr. Humphreys, who is not a full-time employee) subject to the Insider Compensation Procedures. DATED: December 10, 2007 /s/ David M. Guess DAVID M. GUESS, an Attorney with KLEE, TUCHIN, BOGDANOFF & STERN LLP Proposed Bankruptcy Counsel for Debtors and Debtors in Possession

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MEMORANDUM OF POINTS AND AUTHORITIES I. STATEMENT OF FACTS A. General Background.

The Debtors commenced these cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code on November 30, 2007 (the "Petition Date"). The Debtors filed these cases in order to conduct an orderly disposition of their assets, and to maximize the value of those assets for the benefit of the economic stakeholders of their estates. The Debtors' principal business is the manufacture and distribution of recreational vehicles ("RVs") throughout the United States and Canada. Since 1964, from their Perris, California facility, the Debtors have designed, manufactured, and marketed some of the industry's highest quality "Class A" gas and diesel RVs across several branded product lines, including Dolphin, Pacifica, Sea Breeze, Surf Side, Tradewinds, and Tropi-Cal. As of the Petition Date, the Debtors were the ninth largest manufacturer of "Class A" motor homes in the country. Prior to commencing these cases, the Debtors explored a variety of approaches to their continuing liquidity crisis, including a sale, a sale of certain underperforming assets, and the infusion of new equity capital. Despite many efforts, it became increasingly clear that the Debtors simply could not continue to operate for any extended period of time. As a result, the Debtors determined they had no choice other than to pursue an orderly liquidation of their assets. To that end, after having conducted substantial "reductions in force," resulting in more than a 90% reduction of their work force, they commenced these cases. The objective of these cases is to maximize value as quickly as possible. This likely will be accomplished through an orderly disposition of the Debtors' assets for the best price. The Debtors believe that value for the benefit of creditors and, with perseverance, shareholders, can be derived from primarily three sources: (a) the successful prosecution of the Kemlite

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Litigation;1 (b) the orderly sale of inventory, both finished and unfinished motor homes, parts and replacements, and other valuable items on hand; and (c) the collection of accounts receivable, general intangibles (including intellectual property) and other assets. Before the filing, and during the brief period since these cases were commenced, the Debtors' efforts have been directed toward maximizing their recovery from these assets. As noted, while the Debtors conducted a substantial reduction in force prepetition, the Debtors have nonetheless maintained a skeletal staff comprised of key employees, many of whom have

important relationships with dealers and their flooring lenders, vendors, and customers. These relationships should prove to be invaluable to the Debtors as they proceed with an orderly disposition of their assets. Indeed, specific work teams already have been organized to
coordinate the liquidation efforts, to work with dealers, and to address customer concerns.

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1

Additional information concerning the Debtors, their operations, their turnaround efforts, and the commencement of these cases, can be found in the Declaration of Thomas J. Martini in Support of First-Day Motions, on file with the Court.
B. The Chapter 11 Cases.

The objective of these cases is to maximize value as quickly as possible. This likely will be accomplished through an orderly disposition of the Debtors' assets for the best price. The Debtors believe that value for the benefit of creditors and, with perseverance, shareholders, can be derived from primarily three sources: (a) the successful prosecution of the Kemlite Litigation (discussed in detail in more detail in the Martini Declaration); (b) the orderly sale of inventory, both finished and unfinished motor homes, parts and replacements and other valuable items on hand; and (c) the collection of accounts receivable, general intangibles (including intellectual

In June 2006, NRV commenced a multi-million lawsuit against Crane Composites, Inc. and its parent company for breach of contract, breach of warranty, misrepresentation and other causes of action. The lawsuit seeks both compensatory and punitive damages. This matter is now pending before District Judge Stephen G. Larson in the U.S. District Court for the Central District of California, and is scheduled to go to trial in Riverside in January 2008. At a hearing held before District Judge Larson on December 1, 2007, the Court reaffirmed that trial would start in January. The Debtors believe that this action represents a valuable asset of the estates and are eager to proceed to trial.

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property) and other assets. Before the filing, and during the brief period since these cases were commenced, the Debtors' efforts have been directed toward maximizing their recovery from these assets. With respect to the Kemlite Litigation, the Debtors believe they have chosen their professionals wisely. O'Melveny & Myers LLP, which has been representing the Debtors in this matter, boasts one of the leading litigation departments in the country. The lead O'Melveny attorney on this matter, Daniel Petrocelli, has a well-deserved reputation for achieving successful commercial results. The trial is set to begin in a month. The prosecution of this suit has been vigorous, and the Debtors are optimistic. Management's time and attention will be required as this trial proceeds. With respect to inventory, the Debtors have been working to reach an agreement with a professional liquidation firm to assist the Debtors in liquidating the Debtors' tangible, personal property assets. A motion to approve that agreement, once finalized, will be presented for approval, along with proposed overbid procedures. In coordination with the professional

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liquidation firm, the Debtors have been analyzing their current work-in-progress to determine whether it is rational to convert it into finished goods (a "Build-Out"). In the meantime, the Debtors have used their time since the filing to secure and videotape their inventory, attempt to bundle parts and replacement inventory into packages that might be attractive to purchasers, and consider how best to derive top dollar. Finally, the Debtors have been fielding dozens of phone calls from interested parties seeking to buy some or all of the Debtors remaining assets. Efforts to maximize value are well underway. In particular, the Debtors have been identifying all fixed assets that relate to

intellectual property (i.e., custom molds), as potential strategic assets. Other assets that may have significant value include replacement parts now and "down the road." The Debtors'

management has even identified potential purchasers of unique assets, including emission credits, and are actively engaging in ongoing discussions and negotiations. The Debtors' remaining employees are motivated and dedicated. Specific work teams
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have been organized to coordinate the sale efforts, to work with dealers and to address customer concerns. II. THE REQUESTED RELIEF / SEVERANCE PLAN The Debtors seek to implement a plan which provides severance benefits for all of their full-time employees, including three of the Debtors' four insiders (the "Severance Plan"), as discussed in detail below. While the Debtors seek immediate approval of the Severance Plan for their non-insider employees, the Debtors propose having the approval of the relief sought herein insofar as it relates to insiders conditioned upon the Debtors being authorized to remit such post-petition compensation to each of the insiders in accordance with the procedures governing insider compensation pursuant to LBR 2014-1(a) and the Notice to Debtors Submitting Requests for Approval of Insider Compensation promulgated by the Office of the United States Trustee (together, the "Insider Compensation Procedures"). As will be disclosed pursuant to the Insider Compensation Procedures, the Debtors seek to provide severance to the following insiders (the "Insiders"): (a) Len Southwick, the Debtors' president and chief operating officer, (b) Thomas J. Martini, the Debtors' treasurer and chief financial officer, and (c) Jon Corn, the Debtors' general counsel and vice president.2 The Severance Plan provides (a) each of the Debtors' full-time, non-insider employees with severance pay upon termination in an amount equal to one week's worth of wages for every month or partial month such employee remains with the Debtors after December 1, 2007, and (b) each of the Insiders with severance pay upon termination in an amount equal to 10 times the mean of all severance payments made to non-insider employees during the calendar year in which any such insider is terminated.3 No severance will be paid to any employee who is
2

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David J. Humphreys, the Debtors' interim chief executive officer and the chairman of the board of NRVH, is not a full-time employee and is not part of the proposed Severance Plan. The Debtors agree to submit a statement, upon the termination of the Insiders, detailing a calculation of the severance payment for which they are eligible, and allow sufficient notice of such payment.

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terminated "for cause" or who leaves his or her employment voluntarily. Bruce Cox Conklin, Jr. of Kibel Green, Inc., the Debtors' proposed financial and management consultant, in consultation with the Debtors, structured this severance plan, and has put together projections concerning its costs based on just how long the Debtors will need to retain their remaining employees in light of the objectives of these cases. Two charts setting forth such information (by employee)4 based on a projected (i) liquidation to be completed sometime between April and May (and which contemplates a Build-Out) and (ii) liquidation to be completed sometime between March and April (which does not contemplate a Build-Out) are attached hereto as Exhibits 1 and 2, respectively (collectively, the "Severance Chart"). The Severance Chart makes a number of assumptions including the length of the liquidation and when various employees would be severed, all of which are based on the best information reasonably available to Mr. Conklin at the time. Based on these assumptions, the Severance Plan is projected to cost the estates between $464,520 and $574,367 if there is a Build-Out, or between $437,632 to $583,479 if there is not. In determining whether to proceed with any such Build-Out, among other things, the Debtors will take these additional severance costs into account. III. BASIS FOR RELIEF The Debtors submit that offering their remaining employees severance packages is justified by the facts and circumstances of this case. It is imperative that the Debtors retain the these employees as they are intimately familiar with the Debtors' business and operations and, as a consequence, their knowledge and assistance are indispensable to carrying out the objective of disposing of their remaining assets for the benefit of creditors and shareholders. These

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employees have relationships with dealers and their flooring lenders, vendors and customers, all of which should prove to be helpful to the Debtors as they proceed with a liquidation. In addition, these employees will provide accounting, administration, and tax support critical to the
4

For a variety of reasons (including privacy) the names of each employee have been blacked-out.

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collection of receivables and the wind down of operations, and will facilitate the Debtors' compliance with the myriad of chapter 11 reporting requirements. And some of these employees are critical to the Debtors' prosecution of the Kemlite Litigation. In contrast, in the event that some or all of the employees were to leave precipitously, the Debtors' ability to maximize value would be imperiled, and Court approval of the Severance Plan (at this time) is critically important under the circumstances. Replacing them would be costly and result in enormous delays. More fundamentally, the knowledge of the Debtors' assets and liabilities that the Debtors' remaining employees have garnered during their months or years of service is, literally, irreplaceable. Without these employees, the Debtors simply stand no chance of maximizing value from the successful prosecution of the Kemlite Litigation, the orderly sale of inventory, both finished and unfinished motor homes, parts and replacements and other valuable items on hand; and the collection of accounts receivable, general intangibles (including intellectual property) and other assets. Without a severance plan in place, there is significant risk that the remaining employees will leave at the first opportunity absent some assurances that they will not be terminated without cause and with no severance. Not only do these employees know these cases will result in the orderly liquidation and wind down of their employers (which will end their employment), but also, they saw over 650 of their former co-workers terminated, without any severance, in the days leading up to these bankruptcy filings. In short, the Debtors need to be able to give their employees immediate assurance that they will receive severance pay for their work in helping maximize value for these estates and, accordingly, seek authority to implement the Severance Plan as to non-insider employees on an emergency basis and as to the Debtors' insiders (other than Mr. Humphreys, who is not a fulltime employee) subject to the Insider Compensation Procedures. As discussed below (in detail), the discriminatory treatment for insiders is permitted under the Bankruptcy Code, and the

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Insiders are absolutely necessary to the Debtors' efforts to maximize value.5 IV. ARGUMENT Section 363 of the Bankruptcy Code permits a debtor in possession to use, sell, or lease property of the estate "other than in the ordinary course of business" after notice and a hearing. 11 U.S.C. 363(b)(1). The use, sale or lease of property of the estate, other than in the ordinary course of business, is authorized where there has been an "articulated business justification" and the proposed transaction is "in the best interest of the estate." In re Wilde Horse Enterprises, Inc., 136 B.R. 830, 841 (Bankr. C.D. Cal. 1991) (Riddle, J.); see also e.g., Dai-Ichi Kangyo Bank, Ltd. v. Montgomery Ward Holding Corp. (In re Montgomery Ward Holding Corp.), 242 B.R. 147, 153 (D. Del. 1999) (in affirming order approving key employee compensation program, which included a severance program, district court found that "in determining whether to authorize the use, sale or lease of property of the estate under [section 363(b)], courts require the debtors to show that a sound business purpose justifies such actions"); Stephen Indus., Inc. v. McClung, 789 F.2d 386, 390 (6th Cir. 1986) (adopting "sound business purpose" standard for sales proposed pursuant to section 363(b)). The Debtors submit that authorizing the Debtors to provide the Severance Plan is vital to accomplishing a sound business purpose and is in the best interest of the estates. The Debtors, in consultation with their professionals, have determined in their business judgment that the potential costs associated with the Severance Plan are more than justified by the benefits that the

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As will be disclosed pursuant to the Insider Compensation Procedures, the Debtors seek to provide severance each of the Insiders with severance pay upon termination in an amount equal to 10 times the mean of all severance payments made to non-insider employees during the calendar year in which any such insider is terminated, provided such Insider is not is terminated "for cause" and does not leave his or her employment voluntarily. While all of the Debtors' remaining employees will help the Debtors maximize value for these estates, the Debtors' ability to retain the Insiders is absolutely critical in order to achieve these objectives and that it is the basis for the discriminatory treatment. Absent Court approval of the Severance Plan, the Debtors believe that one or more of the Insiders would simply quit. Notwithstanding the foregoing, the Debtors reserve the right to supplement the record in support of the severance they propose to pay the Insiders if, and to the extent, necessary for approval of this Motion or in connection with any objection which may be raised in connection with the compensation to be paid subject to and in accordance with the Insider Compensation Procedures.

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Debtors hope to realize, and harms the Debtors hope to avoid, by retaining the services of these employees, whose experience, skills and diligent work are needed for the Debtors to implement the orderly disposition of their assets and wind down their operations. In contrast, in the event that some or all of the employees were to leave, the Debtors' ability to maximize value for all constituents would be materially impaired. A. The Recent Amendments to the Bankruptcy Code.

The relief sought in this Motion is appropriate notwithstanding the recent amendments to Bankruptcy Code section 503 pursuant to the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 ("BAPCPA"). 1. Severance Payable to the Non-Insider Employees.

Of the provisions of Section 503, only Section 503(c)(3) relates to the ability of the Debtors to offer severance to non-insider employees. That section provides, in pertinent part, that "there shall neither be allowed, nor paid . . . transfers or obligations that are outside the ordinary course of business and not justified by the facts and circumstances of the case . . ." 11 U.S.C. 503(c)(3). For the reasons stated above, the approval of the Severance Plan is amply justified by the facts and circumstances of these cases. 2. Severance Payable to the Insiders.

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Section 503(c)(2) provides, in pertinent part, that there shall neither be allowed, nor paid . . . a severance payment to an insider of the debtor, unless(A) the payment is part of a program that is generally applicable to all full-time employees; and (B) the amount of the payment is not greater than 10 times the amount of the mean severance pay given to nonmanagement employees during the calendar year in which the payment is made. 11 U.S.C. 503(c)(2). While Bankruptcy Code section 503(c)(2) imposes certain limitations on the ability of the Debtors to provide severance to insiders, the Severance Plan fits within its parameters. First, the Severance Plan applies to all of the remaining full-time employees of the Debtors. For a severance plan to be "generally applicable" pursuant to Bankruptcy Code section
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503(c)(2), it must merely include all full-time employees it need not provide them equal treatment. "The purpose of the limitation . . . is to ensure that the insider severance is not specially created for those insiders and that a severance program is in effect for all full-time employees. Accordingly, it would make sense to interpret the reference to severance 'program' to mean a series of compensation plans so long as the series covers all full-time employees of the debtor." See Rebecca Revich, The KERP Revolution, 81 AM. BANKR. L.J. 87, 96 (2007); see also 4 COLLIER ON BANKRUPTCY, 503.17 (15th ed. rev. 2005). Second, severance payments to each of the Insiders will not exceed "10 times the amount of the mean severance pay given to nonmanagement employees during the calendar year in which the payment is made." See In re Dana Corp., 358 B.R. 567, 573 & 584 (Bankr. S.D.N.Y. 2006) (approving of severance plan that provided that insiders were to receive "an amount that complies with section 503(c)(2) of the Bankruptcy Code" as "the Debtors satisfactorily established that none of the payments proposed violate section 503(c)(2), as the Executive Compensation Motion specifically limits 'severance' payments to those permissible under section 503(c)(2) and any other payments are non-severance in nature"). Section 503(c)(2) expressly contemplates that debtors are permitted to offer differing treatment pursuant to a severance plan. Under the statute, insiders are not required to be paid the same as non-insider employees, but are expressly permitted to be paid an amount different from "rank and file" employees so long as the payment does not exceed ten times the mean amount payable to non-insider employees. In sum, the Debtors have amply demonstrated sound business justifications for providing severance pay to their employees, including the Insiders whose severance would be subject to the Insider Compensation Procedures.

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III. CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter an order authorizing the Debtors to implement the Severance Plan immediately as to the non-insider employees and as to the Insiders subject to the Insider Compensation Procedures. DATED: December 10, 2007 /s/ David M. Guess DAVID M. GUESS, an Attorney with KLEE, TUCHIN, BOGDANOFF & STERN LLP Proposed Bankruptcy Counsel for Debtors and Debtors in Possession

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DECLARATION OF DAVID J. HUMPHREYS I, David J. Humphreys, declare as follows: 1. I am the Interim Chief Executive Officer of National R.V. Holdings, Inc., a

Delaware corporation ("NRVH") and National R.V., Inc., a California corporation ("NRV, and together with NRVH, the "Debtors"). In addition, I am the Chairman of the Board of Directors of NRVH (the "Board"). 2. In these capacities, and in conjunction with the efforts of other members of the

Debtors' senior management, I am involved in many aspects of the Debtors' affairs, including business operations, strategic planning, and other management activities, including the Debtors' efforts to address their current financial difficulties. With some regularity, I have worked closely with personnel from all aspects of the Debtors' operations. 3. I submit this declaration in support of the accompanying Emergency Motion

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Pursuant to Local Bankruptcy Rule 2081-1(i) for Order Authorizing Implementation of General Severance Plan Pursuant to 11 U.S.C. 363(b).1 Except as otherwise stated herein, if called as a witness, I could and would competently testify to the matters set forth herein from my own personal knowledge. 4. The Debtors intend to proceed immediately with an orderly liquidation which, if

properly managed, could generate significant value for all constituencies. For this reason, it is imperative that the Debtors take immediate steps to retain their remaining employees as they are intimately familiar with the Debtors' business and operations and, as a consequence, their knowledge and assistance are indispensable to carrying-out the objectives of these cases. 5. Many of the Debtors' employees have relationships with dealers and their flooring

lenders, vendors and customers, all of which should prove to be helpful to the Debtors as they proceed with a liquidation. In addition, other employees provide accounting, administration, and tax support critical to the collection of receivables and the wind down of operations, and will

Capitalized terms not otherwise defined in this Declaration shall have the meaning ascribed to them in the Motion.

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DECLARATION OF BRUCE COX CONKLIN, JR. I, Bruce Cox Conklin, Jr., declare as follows: 1. I am the Senior Managing Director of Kibel Green, Inc., the Debtors' proposed

financial and management consultant in the chapter 11 bankruptcy cases of National R.V. Holdings, Inc. and National R.V., Inc. 2. I have more than 30 years of experience in the business management, operations

and turnaround industries. I specialize in full-service financial and operational consulting and interim management. I have served as Interim Chief Executive Officer and Chief Restructuring Officer for numerous companies in multiple industries, including wireless communications and construction machinery. I have also served as a consultant to executive management,

performing strategic, operational and financial reviews, developing business plans and investment analyses, and implementing business transitions. 3. In my capacity as a financial and management consultant, and in conjunction with

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1

the efforts of other members of the Debtors' senior management, for the past several months I have been involved with all aspects of the Debtors' affairs, including business operations, strategic planning, financial reporting, human resources, legal affairs and other management activities, including the Debtors' efforts to address their current financial difficulties. I am often on-site and am in daily contact with management. 4. Based upon all of the foregoing, I have developed an intimate familiarity with:

(a) the Debtors' business and financial history, and their current business and financial situation and (b) the financial and operational details of the Debtors' business operations. 5.

I submit this declaration in support of the accompanying Emergency Motion

Pursuant to Local Bankruptcy Rule 2081-1(i) for Order Authorizing Implementation of General Severance Plan Pursuant to 11 U.S.C. 363(b) (the "Severance Motion").1 Except as otherwise stated herein, if called as a witness, I could and would competently testify to the matters set forth herein from my own personal knowledge.
Capitalized terms not otherwise defined in this Declaration shall have the meaning ascribed to them in the Motion.

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National RV
Severance Scenarios - Build Out of WIP Start Date 12-1-07
Anticipated End Date Insiders: 1 Len Southwick 2 Tom Martini 3 Jon Corn 4 David Humphreys 4/25/08 5/9/08 2/22/08 4/11/08 Base Weekly 7,115 4,231 4,152 1,731 Severance Calculation - Liquidation Complete by 4/4/08 Duration Weeks Total Post 1/1/08 Severance in weeks Given Severance Severance Ratio 21 23 12 19 N/A N/A N/A N/A 76,870 76,870 76,870 76,870 76,870 76,870 10.0 10.0 10.0 Severance Calculation - Liquidation Complete by 5/2/08 Duration Weeks Total Post 1/1/08 Severance in weeks Given Severance Severance Ratio 25 27 16 23 N/A N/A N/A N/A 94,103 94,103 94,103 94,103 94,103 94,103 10.0 10.0 10.0

Subtotal Insiders
Avg Times $4,307 2.7

$ 230,610
$57,652 8.8 $57,652 7.5

$ 282,309
$70,577 8.7 $70,577 7.5

Others: 1 Peter Buck 2 Mike Lee 3 Rich Strong 4 Mike Norton 5 Jana Maurice 6 Rob Barnhill 7 Jeff Goodrick 8 Ron Olko 9 Henry Pray 10 Cheri Endsley 11 Lauro Budica 12 Mark Garcia 13 Rich Goff 14 Dave Wilson 15 Rebecca Burton 16 Russ Knight 17 Brent Vollmer 18 Octavio Gomez 19 Quinten Thompson 20 Tracy Zetina 21 Victoria Marquez 22 Mike Cloninger 23 Lupita Wilson 24 Natalie Fernandez 25 Ed Krominga 26 Aaron Greenlee 27 Chris Dean 28 Lisa Carrasco 29 Tracy Booth 30 Scott Degnan 31 Sergio Aguayo 32 Joel G. Valdez (Cabalo) 33 Zenet Albarran 34 Pedro Ruiz 35 Ken Blackmon 36 Roger Hutson 37 Dana Swanson

4/25/08 4/25/08 5/9/08 2/22/08 2/22/08 4/11/08 4/4/08 2/22/08 4/11/08 2/22/08 2/22/08 4/11/08 4/11/08 4/11/08 2/1/08 4/11/08 4/11/08 4/11/08 4/11/08 2/22/08 1/11/08 4/11/08 1/11/08 4/4/08 4/4/08 4/4/08 12/28/07 12/28/07 2/1/08 4/4/08 12/28/07 12/28/07 12/28/07 12/28/07 1/11/08 4/4/08 4/4/08

2,760 1,871 2,115 2,885 1,288 1,231 2,038 2,404 1,450 910 2,981 1,630 1,981 1,250 690 1,385 1,592 1,346 1,995 1,344 664 3,846 810 1,231 1,400 1,250 1,635 880 760 3,462 672 497 493 549 1,538 1,725 1,591

21 21 23 12 12 19 18 12 19 12 12 19 19 19 9 19 19 19 19 12 6 19 6 18 18 18 4 4 9 18 4 4 4 4 6 18 18

6 6 6 3 3 5 5 3 5 3 3 5 5 5 3 5 5 5 5 3 2 5 2 5 5 5 1 1 3 5 1 1 1 1 2 5 5

16,558 11,227 12,692 8,654 3,864 6,154 10,190 7,212 7,250 2,731 8,942 8,150 9,904 6,250 2,070 6,923 7,961 6,731 9,975 4,032 1,328 19,231 1,620 6,155 7,000 6,250 1,635 880 2,280 17,308 672 497 493 549 3,077 8,625 7,954

16,558 11,227 12,692 8,654 3,864 6,154 10,190 7,212 7,250 2,731 8,942 8,150 9,904 6,250 2,070 6,923 7,961 6,731 9,975 4,032 1,328 19,231 1,620 6,155 7,000 6,250

2,280 17,308

3,077 8,625 7,954

25 25 27 16 16 23 22 16 23 16 16 23 23 23 13 23 23 23 23 16 10 23 10 22 22 22 8 8 13 22 8 8 8 8 10 22 22

7 7 7 4 4 6 6 4 6 4 4 6 6 6 4 6 6 6 6 4 3 6 3 6 6 6 2 2 4 6 2 2 2 2 3 6 6

19,317 13,098 14,808 11,538 5,152 7,385 12,228 9,615 8,700 3,642 11,923 9,780 11,885 7,500 2,760 8,308 9,553 8,077 11,970 5,377 1,992 23,077 2,430 7,386 8,400 7,500 3,269 1,760 3,040 20,769 1,344 994 986 1,098 4,615 10,350 9,545

19,317 13,098 14,808 11,538 5,152 7,385 12,228 9,615 8,700 3,642 11,923 9,780 11,885 7,500 2,760 8,308 9,553 8,077 11,970 5,377 1,992 23,077 2,430 7,386 8,400 7,500

3,040 20,769

4,615 10,350 9,545

Subtotal Non-Insiders
Avg
41

$ 243,022
$1,572 13.9 3.8 $6,568 $7,687 17.9 4.8

$ 301,170
$8,140 $9,410

TOTAL SEVERANCE

$ 473,632

$ 583,479

Exhibit 1
Confidential - Draft for Discussion Purposes Only

National RV
Severance Scenarios - No Build Out of WIP Start Date 12-1-07
Anticipated End Date Insiders: 1 Len Southwick 2 Tom Martini 3 Jon Corn 4 David Humphreys 4/11/08 5/9/08 2/22/08 3/28/08 Base Weekly 7,115 4,231 4,152 1,731 Severance Calculation - Liquidation Complete by 3/21/08 Duration Weeks Total Post 1/1/08 Severance in weeks Given Severance Severance Ratio 19 23 12 17 N/A N/A N/A N/A 75,376 75,376 75,376 75,376 75,376 75,376 10.0 10.0 10.0 Severance Calculation - Liquidation Complete by 4/18/08 Duration Weeks Total Post 1/1/08 Severance in weeks Given Severance Severance Ratio 23 27 16 21 N/A N/A N/A N/A 92,609 92,609 92,609 92,609 92,609 92,609 10.0 10.0 10.0

Subtotal Insiders
Avg Times $4,307 2.7

$ 226,129
$56,532 8.8 $56,532 7.5

$ 277,828
$69,457 8.7 $69,457 7.5

Others: 1 Peter Buck 2 Mike Lee 3 Rich Strong 4 Mike Norton 5 Jana Maurice 6 Rob Barnhill 7 Jeff Goodrick 8 Ron Olko 9 Henry Pray 10 Cheri Endsley 11 Lauro Budica 12 Mark Garcia 13 Rich Goff 14 Dave Wilson 15 Rebecca Burton 16 Russ Knight 17 Brent Vollmer 18 Octavio Gomez 19 Quinten Thompson 20 Tracy Zetina 21 Victoria Marquez 22 Mike Cloninger 23 Lupita Wilson 24 Natalie Fernandez 25 Ed Krominga 26 Aaron Greenlee 27 Chris Dean 28 Lisa Carrasco 29 Tracy Booth 30 Scott Degnan 31 Sergio Aguayo 32 Joel G. Valdez (Cabalo) 33 Zenet Albarran 34 Pedro Ruiz 35 Ken Blackmon 36 Roger Hutson 37 Dana Swanson

4/11/08 4/11/08 5/9/08 2/22/08 2/22/08 4/4/08 4/4/08 2/22/08 4/4/08 2/22/08 2/22/08 4/4/08 4/4/08 4/4/08 2/1/08 4/4/08 4/4/08 4/4/08 4/4/08 2/22/08 1/11/08 4/4/08 1/11/08 4/4/08 4/4/08 4/4/08 12/28/07 12/28/07 2/1/08 4/4/08 12/28/07 12/28/07 12/28/07 12/28/07 1/11/08 4/4/08 4/4/08

2,760 1,871 2,115 2,885 1,288 1,231 2,038 2,404 1,450 910 2,981 1,630 1,981 1,250 690 1,385 1,592 1,346 1,995 1,344 664 3,846 810 1,231 1,400 1,250 1,635 880 760 3,462 672 497 493 549 1,538 1,725 1,591

19 19 23 12 12 18 18 12 18 12 12 18 18 18 9 18 18 18 18 12 6 18 6 18 18 18 4 4 9 18 4 4 4 4 6 18 18

5 5 6 3 3 5 5 3 5 3 3 5 5 5 3 5 5 5 5 3 2 5 2 5 5 5 1 1 3 5 1 1 1 1 2 5 5

13,798 9,356 12,692 8,654 3,864 6,154 10,190 7,212 7,250 2,731 8,942 8,150 9,904 6,250 2,070 6,923 7,961 6,731 9,975 4,032 1,328 19,231 1,620 6,155 7,000 6,250 1,635 880 2,280 17,308 672 497 493 549 3,077 8,625 7,954

13,798 9,356 12,692 8,654 3,864 6,154 10,190 7,212 7,250 2,731 8,942 8,150 9,904 6,250 2,070 6,923 7,961 6,731 9,975 4,032 1,328 19,231 1,620 6,155 7,000 6,250

2,280 17,308

3,077 8,625 7,954

23 23 27 16 16 22 22 16 22 16 16 22 22 22 13 22 22 22 22 16 10 22 10 22 22 22 8 8 13 22 8 8 8 8 10 22 22

6 6 7 4 4 6 6 4 6 4 4 6 6 6 4 6 6 6 6 4 3 6 3 6 6 6 2 2 4 6 2 2 2 2 3 6 6

16,558 11,227 14,808 11,538 5,152 7,385 12,228 9,615 8,700 3,642 11,923 9,780 11,885 7,500 2,760 8,308 9,553 8,077 11,970 5,377 1,992 23,077 2,430 7,386 8,400 7,500 3,269 1,760 3,040 20,769 1,344 994 986 1,098 4,615 10,350 9,545

16,558 11,227 14,808 11,538 5,152 7,385 12,228 9,615 8,700 3,642 11,923 9,780 11,885 7,500 2,760 8,308 9,553 8,077 11,970 5,377 1,992 23,077 2,430 7,386 8,400 7,500

3,040 20,769

4,615 10,350 9,545

Subtotal Non-Insiders
Avg
41

$ 238,392
$1,572 13.5 3.7 $6,443 $7,538 17.5 4.7

$ 296,539
$8,015 $9,261

TOTAL SEVERANCE

$ 464,520

$ 574,367

Exhibit 2
Confidential - Draft for Discussion Purposes Only