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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 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 Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(e), 1107, AND 1108, AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014 FOR ORDER (1) AUTHORIZING EMPLOYMENT OF HELLER EHRMAN LLP AS SPECIAL CORPORATE AND LABOR COUNSEL; AND (2) AUTHORIZING HELLER EHRMAN LLP TO DRAW DOWN ON CHAPTER 11 RETAINER; DECLARATION OF STEPHEN M. DAVIS IN SUPPORT THEREOF

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No Hearing Required

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

TO THE HONORABLE PETER H. CARROLL, UNITED STATES BANKRUPTCY JUDGE; AND THE OFFICE OF THE UNITED STATES TRUSTEE: As permitted by Bankruptcy Code sections 327(e), 1107, and 1108, and Federal Rule of Bankruptcy Procedure 2014(a), National R.V. Holdings, Inc. ("Holdings") and National R.V., Inc. ("NRV"), debtors and debtors in possession in the above-captioned cases (together, the "Debtors"), hereby submit this application for entry of an order (1) authorizing and approving the retention of Heller Ehrman LLP ("Heller") as their special corporate and labor counsel effective as of the commencement of these cases; and (2) authorizing Heller to draw down on the remaining portion of its prepetition retainer to pay postpetition fees and costs in accordance with the procedures set forth below (the "Application"). In support of the Application, the Debtors rely on the accompanying Declaration of Stephen M. Davis (the "Davis Declaration"). Notice of the Application was served in accordance with Local Bankruptcy Rule 2014-1(b)(2) & (3) and the Guidelines of the Office of the United States Trustee. In addition, the Debtors respectfully represent and show as follows: I. 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.

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

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 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

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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.

Additional information concerning the Debtors, their operations, their turnaround

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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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. II. RELIEF REQUESTED The Debtors wish to employ Heller as their special corporate and labor counsel in connection with these cases, effective as of the Petition Date. Heller is well qualified to serve in this role and has intimate knowledge of the Debtors' corporate and labor issues. With respect to Heller's corporate practice, Heller advises on corporate governance and compliance issues for a broad spectrum of public and private companies. It routinely advises management, boards, board committees and individual executive officers and directors on compliance with federal securities laws, with California, Delaware and other state corporate laws, and with stock exchange and Nasdaq corporate governance rules. Heller also works closely with public clients to ensure their understanding of the significance and ramifications of the securities laws, including the Sarbanes-Oxley Act. Amongst other things, Heller advises on board structure and best practices, standing and ad hoc board committees, executive and director compensation, corporate compliance programs, document retention policies, the management and disclosure of information, directors and officers liability insurance matters and white-collar criminal defense. Heller has been ranked by Corporate Board Member Magazine among the top firms in several regions in serving corporate boards. With respect to Heller's labor and employment practice, Heller's highly skilled and experienced labor and employment attorneys provide management-oriented counseling and litigation services to a broad range of clients, from start-up companies to the nation's largest corporations. Heller's labor and employment practice group deals with all aspects of labor and employment law. Numerous of its attorneys have substantial trial experience. Hellers labor and employment attorneys have been recognized annually as leaders in labor and employment law by Chambers USA, The Daily Journal, Los Angeles Magazine and others. They are called upon regularly to defend high-profile single plaintiff cases, wage and hour 3

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cases, multi-plaintiff class actions cases and discrimination cases. Heller began providing services to the Debtors in 1999 to assist them and their boards of directors with general corporate issues, including assistance with financing transactions, mergers and acquisitions, SEC and NYSE compliance issues, corporate compliance programs, executive and director compensation, employee benefits, corporate governance and tax matters. Heller has also advised the Debtors on labor and employment issues involving wage/hour matters, employment agreements, employee terminations and compliance with state and federal employment laws. Heller's current representation of the Debtors is limited to the following: providing general corporate advice concerning commercial agreements, public stockholder relations, securities law matters, corporate governance matters, and general corporate matters, as well as board counseling and labor advice regarding compliance with state and federal employment laws including discrimination, wrongful termination, and federal and California WARN Act compliance. It is anticipated that Heller will take the lead in defending the Debtors with respect to the WARN Act lawsuit filed against them last week. The attorneys at Heller who will advise the Debtors in these cases have wide-ranging experience in corporate and labor law. Biographies describing the experience and

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qualifications of those members of Heller who are expected to render services to the Debtors are attached to the Davis Declaration as Exhibit 1. The Debtors require special corporate and labor counsel to render the types of services described above. Heller will not undertake responsibility for those aspects of matters that are not within the scope of its representation without further order of this Court.2 Moreover, Heller shall not represent the Debtors in conducting these bankruptcy cases, including, but not limited to, assisting in formulating a plan, assisting in carrying out required investigations, examining the validity of liens and claims, collecting the assets of the estates, or otherwise assisting with the administration of the cases.

There is no engagement letter between the Debtors and Heller. As such, one is not provided herewith.

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

Consistent with the foregoing, the Debtors may request that Heller undertake specific matters beyond the limited scope of the responsibilities set forth in this Application. Should Heller agree in its discretion to undertake any such specific matters, the Debtors will seek further order of this Court. III. COMPENSATION Heller began providing services to the Debtors in 1999.3 As of the Petition Date, Heller had not been paid approximately $92,217.26 on account of services rendered (the "Heller Claim"). Nonetheless, as explained below, the existence of the Heller Claim is not an impediment to the Debtors' ability to employ the firm as special counsel pursuant to Bankruptcy Code section 327(e) for the limited purposes set forth herein. Notwithstanding the above, Heller is holding $25,000 on deposit (including any interest earned with respect to the Debtors' trust fund account) as a prepetition retainer for postpetition services to be provided and expenses to be incurred in connection with these chapter 11 cases (the "Chapter 11 Retainer"), which Heller received shortly before the filing of these cases. The Chapter 11 Retainer is on deposit in a client trust account and serves as a security retainer to secure the payment of Heller's postpetition allowed fees and expenses. Heller has agreed to accept as compensation for its services the Chapter 11 Retainer and such additional sums as may be allowed by this Court in accordance with applicable law. A list of the hourly rates for the primary members of Heller who are expected to render services to the Debtors during these bankruptcy cases is attached to the Davis Declaration as Exhibit 2. Additional Heller attorneys and paralegals may perform services for the Debtors, and will bill the Debtors at their regular hourly rates. At present, those hourly rates range from $215 to $875 for attorneys and from $60 to $320 for paralegals. No additional compensation will be paid by the Debtors to Heller except as approved by the Bankruptcy Court.
3

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Stephen Davis, the attorney at Heller who works most closely with the Debtors, has represented them as their corporate counsel since 1989.

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

As compensation for its allowed fees and expenses, Heller proposes to draw down on the Chapter 11 Retainer on a monthly basis in accordance with the procedure set forth in Section II.B. of the Guide to Application for Employment of Professionals and Treatment of Retainer ("Compensation Guide") promulgated by the Office of the United States Trustee. For as long as the Chapter 11 Retainer has not been exhausted, Heller proposes to submit to the U.S. Trustee a monthly "Professional Fee Statement" advising of its intent to draw down on the Chapter 11 Retainer and providing documentation supporting its charges for professional services and expenses in substantially the form required by the Compensation Guide by the 20th day after the end of the month during which professional services were rendered. Heller will serve a copy of the Professional Fee Statement (without supporting documentation) on all parties entitled to special notice; counsel to the Debtors' prepetition secured lender; Wells Fargo Bank, N.A., David B. Kurzweil, Esq.; and counsel for any official committee of creditors appointed in these cases (the "Creditors' Committee").4 The Professional Fee Statement will indicate that the supporting documentation can be obtained from Heller upon request. The Professional Fee Statement will state that Heller will draw on the Chapter 11 Retainer (i.e., withdraw from the Debtors' client trust account) the fees and costs incurred by Heller without further notice or hearing unless an objection is filed and served upon Heller within ten (10) days after service of the Professional Fee Statement. If no objection is timely filed and served, Heller requests that it be permitted to withdraw the requested compensation without further notice, hearing, or order. If an objection is timely filed and served, Heller will not withdraw the disputed amounts until this Court has resolved the objection. After exhausting the Chapter 11 Retainer, Heller will file one or more fee applications seeking Court authority to receive compensation and reimbursement of expenses from the Debtors consistent with any orders of the Bankruptcy Court and applicable procedures established by the Office of the United States Trustee. If the Court adopts a monthly fee
4

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Until such time as an unsecured creditors' committee has been appointed, Heller will serve the Professional Fee Statement on the Debtors 20 largest unsecured creditors.

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

procedure, Heller will seek monthly compensation pursuant to such procedure. To the extent any fees or expenses paid to Heller are disallowed by this Court, Heller understands that such disallowed amounts may be ordered disgorged by Heller and returned to the Debtors. IV. HELLER DOES NOT HOLD OR REPRESENT ANY INTEREST ADVERSE TO THE DEBTORS OR THEIR ESTATES WITH RESPECT TO THE MATTERS IN WHICH HELLER IS TO BE EMPLOYED To the best of the Debtors' knowledge, except as disclosed in the Davis Declaration and below, Heller and its professionals do not represent or hold any interest adverse to the Debtors or their estates with respect to the specific matters for which it is to be employed, and thus may be employed by the Debtors as special corporate and labor counsel pursuant to 11 U.S.C. 327(e), which provides that the Debtors "may employ for a specified special purpose, other than to represent the [Debtors] in conducting the cases, an attorney that has represented the Debtors, if in the best interest of the estates, and if such attorney does not represent or hold any interest adverse to the Debtor or to the estate with respect to the matter on which such attorney is to be employed." 11 U.S.C. 327(e) (emphasis added). As disclosed above, Heller is a prepetition unsecured creditor of the Debtors to the extent that Heller rendered legal services to the Debtor prior to the Petition Date and did not received compensation for such services. This, however, does not disqualify Heller from employment as special labor counsel. "[A] claim for pre-petition fees will not, as a general matter, disqualify special counsel under Section 327(e)." In re EBW Laser, Inc., 333 B.R. 351, 359 (Bankr. M.D.N.C. 2005). "Section 327(e) contains less restrictive requirements than Section 327(a) which governs the employment of general counsel as there is no requirement of disinterestedness." In re Film Ventures Int'l, Inc., 75 B.R. 250, 252 (9th Cir. B.A.P. 1987). Furthermore, except as disclosed in the Davis Declaration and below, Heller does not have any other connection with the Debtors, their attorneys, accountants or other professionals, or with any judge of the United States Bankruptcy Court for the Central 7

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District of California, the United States Trustee, or any person employed in the Office of the United States Trustee. In addition, except as disclosed directly below and in the Davis Declaration, Heller has not previously represented and/or does not currently represent any of the following persons or entities on any matters related to the Debtors, property thereof, or these cases: the directors or officers of the Debtors, any of the Debtors' secured creditors or utilities, or any of the Debtors' twenty largest unsecured creditors. Heller presently represents Wells Fargo Bank ("Wells Fargo") in matters wholly unrelated to the Debtors, property thereof or these chapter 11 cases. Heller has also in the past represented the Debtors in connection with financing provided by UPS Capital Corporation and Wells Fargo. However, Heller does not and will not represent Wells Fargo in connection with any debtor in possession financing or any other matters relating to these cases. Heller does presently represent the following interested parties on matters wholly unrelated to the Debtors, property thereof, or these chapter 11 cases: Consolidated Electrical Distributors, Inc. Southern California Edison Heller has in the past represented the following interested parties on matters wholly unrelated to the Debtors, property thereof, or this chapter 11 case: First Industrial L.P. Great American Group Blue Cross of California Sterling Trust Company Matrix Capital Corp. Dell Marketing L.P. Dell USA L.P. Dell Computer Corporation O'Melveny & Myers LLP Klee, Tuchin, Bogdanoff & Stern LLP 8

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

Baker & McKenzie From time to time Heller represents Gary Siegler (although there is no current actual representation), an individual holding less than 5% of the shares of Holdings in matters wholly unrelated to the Debtors or these cases, with the exception that Heller prepared Mr. Siegler's Form 13-D regarding his stock ownership in Holdings. In 1989, Heller represented certain of Mr. Siegler's affiliates who also hold or held de minimus shares of stock in Holdings. In addition, Stephen M. Davis, a shareholder of the firm, currently serves as the corporate Secretary of Holdings. Mr. Davis also holds a de minimus amount of stock in Holdings. Other members of Heller might also hold shares in this public company in de minimus amounts. Moreover, one of Holdings' board members is a cousin of Mr. Davis' wife. Aside from those conflicts and connections described above, Heller does not hold or represent an interest adverse to these chapter 11 estates, except that Heller was employed by the Debtors prior to the Petition Date as allowed by section 1107(b) of the Bankruptcy Code, and does not have any connection either with the Debtors, their creditors, or any other party in interest in these cases or with their respective attorneys or accountants, or with any judge of the United States Bankruptcy Court for the Central District of California, or with the United States Trustee or any person employed in the Office of the United States Trustee. The Debtors respectfully further submit that Heller's joint representation of each of the Debtors will not create a conflict of interest and should be approved by the Court. Among other things, this joint representation would help to protect attorney/client communications between Heller and the Debtors and would reduce the expenses of administering the estates. It would be wasteful and prohibitively expensive to require each of the Debtors to retain separate bankruptcy counsel. Joint representation of the Debtors is appropriate for several reasons. The Debtors are affiliates as defined by Bankruptcy Code section 101(2) and Bankruptcy Rule 1015(b). NRVH is the corporate parent and 100% equity owner of NRV. The Debtors share common 9

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

DECLARATION OF STEPHEN M. DAVIS I, Stephen M. Davis, declare as follows: 1. I am a shareholder of Heller Ehrman LLP ("Heller"), proposed special

corporate and labor counsel to National R.V. Holdings, Inc. ("Holdings") and National R.V., Inc. (together, the "Debtors"), which filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code on November 30, 2007 (the "Petition Date"). 1) With respect to Heller's corporate practice, Heller advises on corporate

governance and compliance issues for a broad spectrum of public and private companies. It routinely advises management, boards, board committees and individual executive officers and directors on compliance with federal securities laws, with California, Delaware and other state corporate laws, and with stock exchange and Nasdaq corporate governance rules. Heller also works closely with public clients to ensure their understanding of the significance and ramifications of the securities laws, including the Sarbanes-Oxley Act. Amongst other things, Heller advises on board structure and best practices, standing and ad hoc board committees, executive and director compensation, corporate compliance programs, document retention policies, the management and disclosure of information, directors and officers liability insurance matters and white-collar criminal defense. Heller has been ranked by Corporate Board Member Magazine among the top firms in several regions in serving corporate boards. 2. With respect to Heller's labor and employment practice, Heller's highly skilled

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and experienced labor and employment attorneys provide management-oriented counseling and litigation services to a broad range of clients, from start-up companies to the nation's largest corporations. With respect to Heller's labor and employment practice, Heller's highly skilled and experienced labor and employment attorneys provide management-oriented counseling and litigation services to a broad range of clients, from start-up companies to the nation's largest corporations. Heller's labor and employment practice group deals with all aspects of labor and employment law. Numerous of its attorneys have substantial trial experience. Hellers labor and employment attorneys have been recognized annually as

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

leaders in labor and employment law by Chambers USA, The Daily Journal, Los Angeles Magazine and others. They are called upon regularly to defend high-profile single plaintiff cases, wage and hour cases, multi-plaintiff class actions cases and discrimination cases. 3. I have represented the Debtors as their corporate counsel since 1989. They

became clients of Heller when I joined the firm in 1999. Since that time, Heller has assisted them and their boards of directors with general corporate issues, including assistance with financing transactions, mergers and acquisitions, SEC and NYSE compliance issues, corporate compliance programs, executive and director compensation, employee benefits, corporate governance and tax matters. Heller has also advised the Debtors on labor and employment issues involving wage/hour matters, employment agreements, employee terminations and compliance with state and federal employment laws. 4. Heller's current representation of the Debtors is limited to the following:

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providing general corporate advice concerning commercial agreements, public stockholder relations, securities law matters, corporate governance matters, and general corporate matters, as well as board counseling and labor advice regarding compliance with state and federal employment laws including discrimination, wrongful termination, and federal and California WARN Act compliance. It is anticipated that Heller will take the lead in

defending the Debtors with respect to the WARN Act lawsuit filed against them last week. 5. The attorneys at Heller who will advise the Debtors in these cases have wide-

ranging experience in corporate and labor law. Biographies describing the experience and qualifications of those members of Heller who are expected to render services to the Debtors are attached hereto as Exhibit 1. 6. Heller will not undertake responsibility for those aspects of matters that are not within the scope of its representation without further order of this Court.1 Moreover, Heller shall not represent the Debtors in conducting these bankruptcy cases, including, but not limited to, assisting in formulating a plan, assisting in carrying out required investigations,

There is no engagement letter between the Debtors and Heller. As such, one is not provided herewith.

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

examining the validity of liens and claims, collecting the assets of the estates, or otherwise assisting with the administration of the cases. 7. As of the Petition Date, Heller had not been paid approximately $92,217.26 on

account of services rendered. Notwithstanding the above, on the Petition Date, Heller is holding $25,000 on deposit (including any interest earned with respect to the Debtors' trust fund account) as a retainer for postpetition services to be provided and expenses to be incurred in connection with these chapter 11 cases (the "Chapter 11 Retainer"), which Heller received shortly before the filing of these cases. The Chapter 11 Retainer is on deposit in a client trust account and serves as a security retainer to secure the payment of Heller's allowed fees and expenses. 8. Heller has agreed to accept as compensation for its services the Chapter 11

Retainer and such additional sums as may be allowed by this Court in accordance with applicable law. A list of the hourly rates for those members of Heller expected to render services to the Debtors is attached hereto as Exhibit 2. At present, those hourly rates range from $215 to $875 for attorneys and from $60 to $320 for paralegals. No additional compensation will be paid by the Debtors to Heller except as approved by the Bankruptcy Court. 9. Heller proposes to draw its fees and expenses from the Chapter 11 Retainer on

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a monthly basis in accordance with the procedure set forth in Section II.B. of the "Compensation Guide"2 promulgated by the Office of the United States Trustee. For as long as the Chapter 11 Retainer has not been exhausted, Heller proposes to submit to the U.S. Trustee a monthly "Professional Fee Statement" advising of its intent to draw down on the Chapter 11 Retainer and providing documentation supporting its charges for professional services and expenses in substantially the form required by the Compensation Guide by the 20th day after the end of the month during which professional services were rendered. Heller will serve a copy of the Professional Fee Statement (without supporting
2

Capitalized terms not otherwise defined in this declaration shall have the meaning ascribed to them in the Application.

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

documentation) on all parties entitled to special notice; counsel to the Debtors' prepetition secured lender; Wells Fargo Bank, N.A., David B. Kurzweil, Esq.; and counsel for any official committee of creditors appointed in these cases (the "Creditors' Committee").3 The Professional Fee Statement will indicate that the supporting documentation can be obtained from Heller upon request. 10. The Professional Fee Statement will state that Heller will draw on the Chapter

11 Retainer (i.e., withdraw from the Debtors' client trust account) the fees and costs incurred by Heller without further notice or hearing unless an objection is filed and served upon Heller within ten (10) days after service of the Professional Fee Statement. If no objection is timely filed and served, Heller requests that it be permitted to withdraw the requested compensation without further notice, hearing, or order. If an objection is timely filed and served, Heller will not withdraw the disputed amounts until this Court has resolved the objection. 11. After exhausting the Chapter 11 Retainer, Heller will file one or more fee

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applications seeking Court authority to receive compensation and reimbursement of expenses from the Debtors consistent with any orders of the Bankruptcy Court and applicable procedures established by the Office of the United States Trustee. If the Court adopts a monthly fee procedure, Heller will seek monthly compensation pursuant to such procedure. To the extent any fees or expenses paid to Heller are disallowed by this Court, Heller understands that such disallowed amounts may be ordered disgorged by Heller and returned to the Debtors. 12. Heller maintains and systematically updates its conflict check system in the

regular course of its business, and it is the regular practice of Heller to make and maintain these records. The conflict system maintained by Heller is designed to include (i) every matter on which it is now or has been engaged, (ii) the entity by which it is now or has been engaged, (iii) the identity of related parties, (iv) the identity of adverse parties and (v) the
3

Until such time as an unsecured creditors' committee has been appointed, Heller will serve the Professional Fee Statement on the Debtors 20 largest unsecured creditors.

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

attorney at Heller that is knowledgeable about the matter. It is the policy of Heller that no new matter may be accepted or opened within the firm without completing and submitting to those charged with maintaining the conflict check system the information necessary to check each such matter for conflicts, including the identity of the prospective client, the matter, and the related and adverse parties. Accordingly, the database is updated for every new matter undertaken by Heller. The scope of the system is a function of the completeness and accuracy of the information submitted by the attorney opening a new matter. 13. In preparing this Declaration, we used a set of procedures established by Heller

to insure compliance with the requirements of the Bankruptcy Code and the Bankruptcy Rules regarding retention of a professional by a debtor or official committee as special counsel under the Bankruptcy Code. In that regard, Heller requested and obtained from the Debtors a list of the names of individuals and entities who may be interested parties in these Chapter 11 cases, including, inter alia, the Debtors' secured creditors, retained or proposed professionals, the Debtors' 20 largest unsecured creditors, present officers and directors, and parties directly or indirectly holding more than five percent (5%) of the equity interests in the Debtors, as listed on the attached Exhibit 3 (collectively, the "Interested Parties"). 14. Based on the preceding review, I do not believe that Heller or its professionals

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represent or hold any interest adverse to the Debtors or their estates with respect to the specific matters for which Heller is to be employed. Heller does not have any other

connection with the Debtors, their attorneys, accountants or other professionals, or with any judge of the United States Bankruptcy Court for the Central District of California, the United States Trustee, or any person employed in the Office of the United States Trustee. In addition, except as disclosed directly below and herein, Heller has not previously represented and/or does not currently represent any of the following persons or entities on any matters related to the Debtors, property thereof, or these cases: the directors or officers of the Debtors, any of the Debtors' secured creditors or utilities, or any of the Debtors' twenty largest unsecured creditors.

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15.

Heller presently represents Wells Fargo Bank ("Wells Fargo") in matters

wholly unrelated to the Debtors, property thereof or these chapter 11 cases. Heller has also in the past represented the Debtors in connection with financing provided by UPS Capital Corporation and Wells Fargo. However, Heller does not and will not represent Wells Fargo in connection with any debtor in possession financing or any other matters relating to these cases. 16. Heller presently represents the following interested parties on matters wholly Consolidated Electrical Distributors, Inc. Southern California Edison 17. Heller has in the past represented the following interested parties on matters First Industrial L.P. Great American Group Blue Cross of California Sterling Trust Company Matrix Capital Corp. Dell Marketing L.P. Dell USA L.P. Dell Computer Corporation O'Melveny & Meyers LLP Klee, Tuchin, Bogdanoff & Stern LLP Baker & McKenzie 18. From time to time Heller represents Gary Siegler (although there is no current

unrelated to the Debtors, property thereof, or these chapter 11 cases:

wholly unrelated to the Debtors, property thereof, or this chapter 11 case:

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actual representation), an individual holding less than 5% of the shares of Holdings in matters wholly unrelated to the Debtors or these cases, with the exception that Heller prepared Mr. Siegler's Form 13-D regarding his stock ownership in Holdings. In 1989,

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

28 9 8 7 6 5 4 3 2 1 EXHIBIT 1 BIOGRAPHIES OF CERTAIN MEMBERS OF HELLER EHRMAN LLP

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

EXHIBIT 2 HELLER EHRMAN LLP GUIDELINE HOURLY RATES 2007 Attorneys Expected to be Most Active Stephen M. Davis Steven Feldstein Brian Nagatani Greg Papciak Lakeisha Poole $610.00 $575.00 $495.00 $485.00 $275.00

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1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

EXHIBIT 3 (All Interested Parties) Debtors National R.V., Inc., a California Corporation National R.V. Holdings, Inc., a Delaware Corporation Likely Professionals/Service Providers Kibel Green, Inc. Omni Management Group O'Melveny & Myers LLP Klee, Tuchin, Bogdanoff & Stern LLP Directors & Officers David J. Humphreys Leonard Southwick a/k/a Len Southwick Thomas J. Martini Jonathan C. Corn Dennis M. Cloninger Ronald D. Olko Jeffrey A. Goodrick Larry Budica Scott Degnan Bradley C. Albrechtsen Gregory McCaffery James B. Roszak Michael Gorin Secured Lenders Wells Fargo, N.A. First Industrial L.P. First Industrial Acquisitions, Inc. State of California, Department of Industrial Relations Spartan Motors Chassis, Inc. Xerox Corporation 20 Largest Creditors (National R.V. Holdings) Smith & Crakes Inc Baker & McKenzie LLP Sterling Trust Company Larry I Moore III Lumbermens Underwriting Alliance Dell Marketing L.P. On-Site Sourcing, Inc. Horizon Training & Dev Intellectual Property Law Office of Joel D. Voelzke CDW Direct LLC Riverside Personnel Ser DTC Computer Supplies Lexington Technology Inc. Select Remedy Veritext Los Angeles Reporting Co. Intermec Technologies Corp. PR Newswire Sound Deposition Services 2

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

Taleo Corp. US Healthworks Medical Group PC 20 Largest Creditors (National R.V., Inc.) The Domestic Corporation Horizon Transport, Inc. Power Gear R&I Industries, Inc. State Comptroller Kustom Fit Manufacturing Consolidated Electrical Blue Cross of California The Cutting Edge Select Personnel Services Onan Corporation Southern California Edison Ragen, Inc. Giant RV Sherwin Williams Butler Sales Fritts Ford Lami Plast, Inc. P.T.L. Engineering, Inc. Do+Able Products Other Great American Group Don Ray Drive A Way Riverpark Incorporated Bankruptcy Judges for the Central District of California Zurzolo, Vincent Ahart, Alan Bluebond, Sheri Bufford, Samuel Carroll, Ellen Donovan, Thomas Kaufman, Victoria Neiter, Richard Robles, Ernest Russell, Barry Carroll, Peter Goldberg, Mitchel Jury, Meredith Naugle, David Albert, Theodor Kwan, Robert Smith, Erithe Mund, Geraldine Thompson, Kathleen Tighe, Maureen Riblet, Robin

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