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 90067-6049 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, CA 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 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 DECLARATION OF DAVID M. GUESS RE: NON-OPPOSITION TO APPLICATION FOR ORDER PURSUANT TO 28 U.S.C. 156(c) AUTHORIZING DEBTORS AND DEBTORS IN POSSESSION TO RETAIN OMNI MANAGEMENT GROUP, LLC (FORMERLY ROBERT L. BERGER AND ASSOCIATES) AS CLAIMS ADMINISTRATOR AND NOTICING AGENT OF THE BANKRUPTCY COURT No Hearing Required

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101408.1

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 90067-6049 TELEPHONE: (310) 407-4000

I, David M. Guess, declare as follows: 1. I am an attorney who is admitted to practice law in the State of California and who

is admitted to practice before this Court. 2. I am an attorney with Klee, Tuchin, Bogdanoff & Stern LLP ("KTB&S"),

bankruptcy counsel to National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-captioned chapter 11 cases (the "Debtors"). 3. On December 10, 2007, the Debtors filed with the Court their Application for

Order Pursuant to 28 U.S.C. 156(c) Authorizing Debtors and Debtors in Possession to

Retain Omni Management Group, LLC (Formerly Robert L. Berger and Associates) As Claims Administrator and Noticing Agent of the Bankruptcy Court (the "Application") and
their Notice of Application for Order Pursuant to 28 U.S.C. 156(c) Authorizing Debtors and

Debtors in Possession to Retain Omni Management Group, LLC As Claims Administrator and Noticing Agent of the Bankruptcy Court (the "Notice").
4. The Application and the Notice are attached hereto as Exhibits A and B. The

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Application and the Notice were served on all parties entitled to notice on December 10, 2007. 5. Local Bankruptcy Rule 2014-1(b) provides that the Application may be granted

without a hearing unless a hearing is specifically requested by filing and serving a written response that complies with Local Bankruptcy Rule 9013-1(a)(7) within 15 days of the date of service of the Notice (i.e., December 26, 2007). 6. I am familiar with KTB&S's business practices regarding the receipt and In accordance with those practices, any

distribution of correspondence and documents.

opposition to the Application or request for a hearing on the Application, if received by KTB&S, would be distributed to me and to the other members of KTB&S who are representing the Debtors. The deadline to object to the Application and request a hearing passed on December 26, 2007. As of January 4, 2008, I had not received any opposition to, or request for a hearing on, the Application.1 On January 4, 2008, I verified that no other members of KTB&S who are
1

28

As the Court is aware, the Clerks' Office has requested that aspects of Omni's Application be modified. The Debtors believe that the proposed Order granting the Application addresses these concerns.

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 90067-6049 TELEPHONE: (310) 407-4000

participating in these cases have received such an opposition or request. 7. On January 4, 2008, I reviewed the dockets for the Debtors' bankruptcy cases by

using the Court's PACER service, and I ascertained that no party had filed an opposition or hearing request regarding the Application. A true and correct copy of the dockets for the period from December 10, 2007 through January 4, 2008 are attached hereto as Exhibit C. I declare under penalty of perjury and the laws of the United States that the foregoing is true and correct. Executed this 4th day of January, 2008, at Los Angeles, California.

/s/ David M. Guess DAVID M. GUESS

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101408.1

1 2 3 4 5 6 7 8 9 10 11
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 Case No.: 6:07-17937-PC Chapter 11 APPLICATION FOR ORDER PURSUANT TO 28 U.S.C. 156(c) AUTHORIZING DEBTORS AND DEBTORS IN POSSESSION TO RETAIN OMNI MANAGEMENT GROUP, LLC (FORMERLY ROBERT L. BERGER AND ASSOCIATES) AS CLAIMS ADMINISTRATOR AND NOTICING AGENT OF THE BANKRUPTCY COURT No Hearing Required

12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
100392.2

Exhibit A

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

TO THE HONORABLE PETER H. CARROLL, UNITED STATES BANKRUPTCY JUDGE; AND THE OFFICE OF THE UNITED STATES TRUSTEE: National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-referenced cases (the "Debtors"), hereby move this Court for entry of an order pursuant to 28 U.S.C. 156(c) authorizing the Debtors to retain Omni Management Group, LLC ("Omni") as claims administrator and noticing agent of the Bankruptcy Court as of the commencement of these cases. In support of this Application, the Debtors rely on the accompanying Declaration of Brian K. Osborne (the "Osborne Declaration"). In addition, the Debtors respectfully represent and state 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. 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.

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100392.2

Exhibit A

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

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

13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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 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.

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.

100392.2

Exhibit A

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

II. RELIEF REQUESTED The thousands of creditors, equity security holders and other parties in interest involved in the Debtors' chapter 11 cases may impose heavy administrative and other burdens on the Court and the Office of the Clerk of the Court (the "Clerk's Office"). To relieve the Clerk's Office of these burdens, the Debtors seek an order appointing Omni as the claims administrator and noticing agent in these cases pursuant to 28 U.S.C. 156(c) as of the commencement of these cases, and authorizing Omni to, among other things: (a) serve as the Court's notice agent and mail notices to the Debtors' creditors and other parties in interest; (b) provide computerized claims, objecting and balloting services; (c) consult and assist in claims ballot processing and with other administrative information related to the Debtors' chapter 11 cases; (d) assist the Debtors with the preparation of the Debtors' schedules of assets and liabilities and statement of financial affairs (the "Schedules"), and the development of a database integrating both the Schedules and the filed claims, and (e) assist the Debtors with the preparation of their monthly operating reports, interim statements and other reporting requirements of the United States Trustee as may be requested by the Debtors. The process of receiving, docketing, maintaining, photocopying and transmitting proofs of claim and related notices in these cases would be effectively and efficiently served by engaging an independent third party, such as Omni, to act as agent of the Court. Omni is qualified to be retained by the Debtors for the purposes set forth herein. Omni is a data processing firm that specializes in noticing, claims processing and other administrative tasks in chapter 11 cases. Engaging Omni to send out designated notices and maintaining claims files and claims registers will expedite service of Bankruptcy Rule 2002 notices, streamline the claims administration process, and permit the Debtors to focus their efforts on maximizing value through the orderly liquidation and wind down of operations. Omni is fully equipped to handle the volume of mailing involved in properly sending the required notices to, and processing the claims of, creditors and other interested parties in these chapter 11 cases. Omni will follow the notice and claim procedures that conform to
100392.2

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Exhibit A

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

the guidelines promulgated by the Clerk's Office, the Judicial Conference of the United States for the Implementation of 28 U.S.C. 156(c) (the "Judicial Conference"), and any orders of this Court. Pursuant to Local Bankruptcy Rule 5075-1, attached as Exhibit A to the Osborne Declaration is the Declaration to be Filed with Motion Establishing Administrative Procedures re 28 U.S.C. 156(c) and the form Mega Case Procedures Checklist. Before the Petition Date, Omni assisted the Debtors in preparing their comprehensive creditor matrices. Since the commencement of these cases, Omni has been assisting the Debtors with noticing and with handling various administrative tasks, including with developing a publicly available database that will be based upon the information contained in the Schedules. Information from proofs of claim will be integrated into this database so that the estates will have a comprehensive claims record. In addition to being user-friendly and readily available to the public, this database will contain functions that help identify duplicate and other objectionable claims, thus significantly reducing attorney billable hours. Brian K. Osborne, a member of Omni, is the individual at Omni who primarily will be responsible for this engagement. As set forth in the Osborne Declaration, Omni has assisted and advised many chapter 11 debtors in connection with noticing, claims administration and reconciliation, schedule preparation, and administration of plan votes. Omni has provided substantially similar services to the ones contemplated to be rendered to these estates in other large chapter 11 cases, including Owens Corning, Three A's Holdings, LLC, MTI Corporation, Custom Food Products, Service Merchandise, The Singer Company, FEDCO, Inc., Advanced Environmental, Inc., and USN Communications. Rule 2002 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") provides that certain notices must be served upon creditors and other parties in interest. Under Bankruptcy Rule 2002, the court may direct that some person other than the clerk of the court serve Bankruptcy Rule 2002 notices upon creditors and parties in interest.

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100392.2

Exhibit A

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

Moreover, 28 U.S.C. 156, 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 of 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). The Debtors propose to retain Omni on substantially the terms and conditions set forth in the letter agreement between the Debtors and Omni with respect to this engagement, dated November 21, 2007 (the "Engagement Letter"), appended as Exhibit B to the Osborne Declaration. Among other things, as claims administrator and noticing agent Omni will provide the Clerk's Office with the following services: (a) Prepare and serve required notices in these chapter 11 cases, including: (1) (2) (3) (4) A notice of the claims bar date; Notices of objections to claims; Notices of any hearings on a disclosure statement and confirmation of a chapter 11 plan; and Such other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases;

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(b)

Within ten business days after the service of a particular notice, file with the Clerk's Office an 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 their addresses, and (iii) the date and manner of service; Maintain copies of all proofs of claim and proofs of interest filed in these cases; Maintain official claims registers 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 thereof (if the proof of claim or proof of interest was filed by an agent); 5

(c) (d)

Exhibit A

100392.2

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

(2) (3)

The date that the proof of claim or proof of interest was received by Omni and/or the Court; The claim number assigned to the proof of claim or proof of interest; and

(e) (f) (g)

(4) The asserted amount and classification of the claim; Implement necessary security measures to ensure the completeness and integrity of the claims registers; Transmit to the Clerk's Office a copy of the claims registers as requested by the Clerk's Office; Maintain a current mailing list for all entities that have filed proofs of claim or proofs of interest and make such list available upon request to the Clerk's Office or any party in interest; Provide access to the public for examination of copies of the proofs of claim or proofs of interest filed in these cases without charge during regular business hours; Create and maintain a website to disseminate case information including proofs of claim or interest, proof of claim forms, claims registers, case documents, Court and professional contact information and all other information deemed appropriate by the Court and/or the Debtor; Record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice of such transfers as required by Bankruptcy Rule 3001(e); Comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders and other requirements; Provide temporary employees to process claims, as necessary; Promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; and Provide such other claims processing, noticing and related administrative services as may be requested from time to time by the Debtors.

(h)

(i)

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100392.2

(j) (k) (l) (m) (n)

In addition to the foregoing and to the extent so requested, Omni will assist the Debtors with, among other things, (a) preparation of their Schedules, and any amendments thereto, (b) the preparation and maintenance of the Debtors' master creditor list, (c) the preparation, mailing and tabulation of ballots for the purpose of voting to accept or reject a chapter 11 plan, and (d) the preparation of the Debtors' monthly operating reports.

Exhibit A

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

Omni has represented to the Debtors, among other things, that: (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 the claims administrator and noticing agent in these chapter 11 cases; By accepting employment in these chapter 11 cases, Omni waives any right to receive compensation from the United States government; In its capacity as the claims administrator and noticing agent in these chapter 11 cases, Omni will not be an agent of the United States and will not act on behalf of the United States; 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; and Omni is not a creditor in either of these cases. III. PROPOSED COMPENSATION The Debtors propose to retain Omni on the terms and conditions set forth in the Omni Agreement, and at the rates set forth therein. The Debtors propose that the cost of Omni's services be paid from the Debtors' estates as provided by 28 U.S.C. 156(c) and section 503(b)(1)(A) of the Bankruptcy Code. The Debtors believe that the proposed rates to be charged by Omni are reasonable and appropriate for services of this nature given the quality of Omni's services and Omni's prior bankruptcy expertise. The Debtors request that the fees and expenses that Omni incurs in the performance of the above-described services be treated as an administrative expense of the chapter 11 estates and be paid by the Debtors on a monthly basis without further application to or order of the Court (subject to the procedures described in the following paragraph). Prior to the Petition Date, the Debtors deposited $20,000 with Omni as an evergreen retainer, which the Debtors propose Omni be permitted to draw down on from time to time in its discretion to cover any outstanding, unpaid fees and costs without further application to or order of the Court (subject to the procedures described in the following paragraph). Shortly before the filing of
100392.2

(b)

(c)

(d)

(e)

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Exhibit A

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

the Debtors' voluntary petitions for relief under chapter 11 of the Bankruptcy Code, Omni drew down on the above-referenced deposit, and as such has been paid in full for all prepetition services. As such, Omni is not a creditor in either of these chapter 11 estates. The Debtors propose to pay each Omni invoice after the tenth (10th) calendar day after the invoice has been served on the Debtors, the Office of the United States Trustee (the "UST"), counsel to Wells Fargo, N.A. ("Wells") and counsel to the Official Committee of Creditors Holding Unsecured Claims (the "Committee"),2 unless Omni is advised, within that ten-day period, that the Debtors, the UST, Wells or the Committee object to such invoice, in which case the objecting party will schedule a hearing before the Court to consider the disputed invoice. In such case, the Debtors will remit to Omni only the undisputed portion of the invoice and, if applicable, will pay the remainder to Omni upon the resolution of the disputed portion or as ordered by the Court. Omni shall perform the duties within the scope of its appointment under 28 U.S.C. 156(c) regardless of whether Omni has received payment in accordance with the Omni Agreement. To the extent that Omni requires redress for non-payment of its fees and expenses, it will seek relief from the Court. Omni will comply with all requests of the Clerk's Office and the guidelines promulgated by the Judicial Conference. IV. RELIEF REQUESTED By this Application, the Debtors seeks authority to retain Omni on the terms and conditions set forth in the Omni Agreement.3 In particular, the Debtors request that the fees and expenses of Omni incurred in the performance of the above-mentioned services be treated as an administrative expense of the chapter 11 estates and be paid by the Debtors on a monthly basis. The Debtors also propose that Omni be permitted to draw down on its
2

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Until such time as an unsecured creditors' committee is appointed, Omni will serve its invoices on the Debtors' twenty largest unsecured creditors. As an administrative agent and an adjunct to the Court, the Debtors do not believe that Omni is a "professional" whose retention is subject to approval under section 327 of the Bankruptcy Code or whose compensation is subject to approval of the Court under sections 330 and 331 of the Bankruptcy Code.

100392.2

Exhibit A

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

$20,000 deposit, which deposit shall be treated as an evergreen retainer, without further application or order of the Court. Finally, the Debtors further propose that the Clerk of the Court provide copies of all filed proofs of claim or interest directly to Omni. Omni will provide the Court with the necessary postage and boxes for shipping the claims to Omni. Notwithstanding the relief requested herein and the services proposed to be provided by Omni, except for the Debtors, any party submitting a particular pleading or other document with the Court shall be responsible for all noticing and service functions relevant to the particular matters as may be required under applicable rules and shall file with the Clerk's Office a declaration of service regarding such noticing and service. In addition, except for the Debtors' attorneys, the attorney submitting a proposed order or judgment shall serve copies upon all parties entitled to receive notice of entry of the order or judgment as soon as practicable and shall be responsible for photocopying the conformed copies in order to relieve the Clerk's Office of the large burden of photocopying these orders. V. CONCLUSION The employment of Omni as claim administrator and noticing agent is in the best interest of the Debtors, their estates and their creditors, due to the thousands of creditors, equity security holders and other parties in interest involved in the Debtors' chapter 11 cases.

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100392.2

Exhibit A

Exhibit A

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

DECLARATION OF BRIAN K. OSBORNE I, Brian K. Osborne, declare as follows: 1. I am a member of Omni, which is located at 16501 Ventura Boulevard, Suite

440, Encino, CA 91436-2068; Phone: (818) 906-8300; Fax: (818) 783-2737. The matters set forth herein are made of my own personal knowledge and, if called and sworn as a witness, I could and would testify competently to the matters set forth herein. 2. This Declaration is made in support of the Application for Order Pursuant to

28 U.S.C. 156(c) Authorizing Debtors and Debtors in Possession to Retain Omni Management Group, LLC as Claims Administrator and Noticing Agent of the Bankruptcy Court. I am the individual at Omni who primarily will be responsible for this engagement. 3. Omni is a data processing firm that specializes in noticing, claims processing Omni has extensive experience in

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and other administrative tasks in chapter 11 cases.

noticing, claims administration, and facilitating other administrative aspects of chapter 11 cases. Omni has substantial experience in the matters of this size and complexity, and has acted as the official claims, noticing and balloting agent in many large bankruptcy cases in this district and other districts. Omni has assisted and advised many chapter 11 debtors in connection with noticing, claims administration and reconciliation, schedule preparation, and administration of plan votes. Omni has provided substantially similar services to the ones contemplated to be rendered to these estates in other large chapter 11 cases, including Owens Corning, MTI Corporation, Three A's Holdings, LLC, Custom Food Products, Service Merchandise, The Singer Company, FEDCO, Inc., Advanced Environmental, Inc., and USN Communications. 4. Omni is fully equipped to handle the volume of mailing involved in properly

sending the required notices to, and processing the claims of, creditors and other interested parties in these chapter 11 cases. Omni will follow the notice and claim procedures that conform to the guidelines promulgated by the Clerk's Office, the Judicial Conference, and any orders of this Court. 1

Exhibit A

100392.2

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

5.

Before the Petition Date, Omni assisted the Debtors in preparing their

comprehensive creditor matrices. Since the commencement of these cases, Omni has been assisting the Debtors with noticing and with handling various administrative tasks, including with developing a publicly available database that will be based upon the information contained in the Schedules. Information from proofs of claim will be integrated into this database so that the estates will have a comprehensive claims record. 6. As agent and custodian of court records, my firm proposes to render to the

Office of the Clerk's Office and the Debtors the following services: (a) Prepare and serve required notices in these chapter 11 cases, including: (1) (2) (3) A notice of the claims bar date; Notices of objections to claims; Notices of any hearings on a disclosure statement and confirmation of a chapter 11 plan; and Such other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of these chapter 11 cases;

12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
100392.2

(4)

(b)

Within ten business days after the service of a particular notice, file with the Clerk's Office an 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 their addresses, and (iii) the date and manner of service; Maintain copies of all proofs of claim and proofs of interest filed in these cases; Maintain official claims registers 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 thereof (if the proof of claim or proof of interest was filed by an agent); The date that the proof of claim or proof of interest was received by Omni and/or the Court;

(c)

(d)

(2)

Exhibit A

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

(3) (4) (e)

The claim number assigned to the proof of claim or proof of interest; and The asserted amount and classification of the claim;

Implement necessary security measures to ensure the completeness and integrity of the claims registers; Transmit to the Clerk's Office a copy of the claims registers as requested by the Clerk's Office; Maintain a current mailing list for all entities that have filed proofs of claim or proofs of interest and make such list available upon request to the Clerk's Office or any party in interest; Provide access to the public for examination of copies of the proofs of claim or proofs of interest filed in these cases without charge during regular business hours; Create and maintain a website to disseminate case information including proofs of claim or interest, proof of claim forms, claims registers, case documents, Court and professional contact information and all other information deemed appropriate by the Court and/or the Debtor; Record all transfers of claims pursuant to Bankruptcy Rule 3001(e) and provide notice of such transfers as required by Bankruptcy Rule 3001(e); Comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders and other requirements; Provide temporary employees to process claims, as necessary; Promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; and Provide such other claims processing, noticing and related administrative services as may be requested from time to time by the Debtors. In addition to the foregoing and to the extent so requested, Omni will assist the

(f)

(g)

(h)

12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7. (n) (l) (m) (k) (j) (i)

Debtors with, among other things, (a) preparation of their Schedules, and any amendments thereto, (b) the preparation and maintenance of the Debtors' master creditor list, (c) the preparation, mailing and tabulation of ballots for the purpose of voting to accept or reject a
100392.2

Exhibit A

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

chapter 11 plan, and (d) the preparation of the Debtors' monthly operating reports. 8. In connection with its retention as claims administrator and noticing agent, I

represent, among other things, that: (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 the claims administrator and noticing agent in this chapter 11 case; (b) by accepting employment in these chapter 11 cases, Omni waives any rights to receive compensation from the United States government; (c) in its capacity as the claims administrator and noticing agent in these chapter 11 cases, Omni will not be an agent of the United States and will not act on behalf of the United States; (d) 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; and (e) Omni is not a creditor in these chapter 11 cases. 9. I further represent that I am not related or connected to and, to the best of my

12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

knowledge, no other professional of Omni is related or connected to, any United States Bankruptcy Judge or District Judge for the Central District of California or the United States Trustee for Region 16 or any employee in the offices thereof. 10. In performing the services of claims administrator and noticing agent, the

proposed rates to be charged by Omni are reasonable and appropriate for services of this nature. The rates set forth in the Omni Agreement are at least as favorable to the Debtors as the rates that Omni charges in cases in which it has been retained to perform similar services. As of the Petition Date, the Debtors paid Omni in full for all prepetition services, such that Omni is not a creditor of the estates. Prior to the Petition Date, the Debtors deposited $20,000 with Omni as an evergreen retainer. Shortly before the filing of the Debtors' voluntary petitions for relief under chapter 11 of the Bankruptcy Code, Omni drew down on the above-referenced deposit, and as such has been paid in full for all prepetition services. As such, Omni is not a creditor in either of these chapter 11 estates. 11. Omni shall perform the duties within the scope of its appointment under

28 U.S.C. 156(c) regardless of whether Omni has received payment in accordance with the Exhibit A 4 100392.2

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Omni Management Group, LLC 16501 Ventura Blvd., Suite 440 Encino, California 91436 Tel: (818) 906-8300 Fax: (818) 783-2737 http://www.claimsmanager.com Case Administration Rate Sheet 1 One Time Setup

National R.V. Holdings, Inc. National R.V., Inc. RATES EFFECTIVE JANUARY 2, 2007

WAIVED

(Configuration and customization of database for client's needs based on intitial conference)

2 Court Claims Docket Creation and Updating of Court Proofs of Claim Docket 3 Claim Processing Printing of initial proof of claim Proofs of Claim Input Verification of claims input Scanning input of Proofs of Claim

$3.50 per Proof of Claim

$.15 each $1.50 per claim if Omni generated $3.50 per claim if non-Omni generated claims $35.00-$75.00 per hour $.30 per page plus $35.00 per hour

4 Specialized Services Technical/Consulting & Executive Support Programming Clerical Support 5 Remote Internet Access (Internal Claims Database) One Time Set Up

$95.00-$285.00 per hour $ 100.00 to $200.00 per hour $ 35.00 - $85.00 per hour

WAIVED $500.00 per month per debtor, includes up to 3 users $70.00 per additional user per month

6 Expenses Postage, Delivery, Phone Postage - Mailings Faxes - Incoming Faxes - Outgoing Labels Envelopes Electronic Servicing 7 Support Services Photocopies/Printing Monthly Data Storage 8 Balloting Services and Fees Special Services Ballots Tabulated Verification of Ballot Input

At Cost $10,000 or over - advance payment required $ .15 per page $ 1.00 per page $ .05 -.15 each Price varies as per size $150 per 1,000

$ .15 per page $ .07 per creditor on file

See Item 4 above $ 1.25 each $35.00-$65.00 per hour

9 Newspaper Legal Notice Publishing 10 Accumulate data necessary to assist with the preparation of the Schedule of Assets & Liabilities and Statement of Financial Affairs

Quote prior to publishing Hourly Rate $65.00 - $285.00

Time and a half rates apply for after hours and weekend requirements.

OMNI CLAIM RATE SHEET 12/10/2007

Exhibit A

Omni Management Group, LLC 16501 Ventura Blvd., Suite 440 Encino, California 91436 Tel: (818) 906-8300 Fax: (818) 783-2737 http://www.claimsmanager.com

National R.V. Holdings, Inc. National R.V., Inc.

Debtor Website Rate Sheet

Website Creation Public Web Access Debtor Web Access Claim Register Access Printable Electronic Copies of Proofs of Claim Case Docket Access Printable Electronic Copies of Case Documents Website Maintenance Content Creation and Updates Technical Programming and Maintenance

Fees Waived No Charge No Charge No Charge No Charge No Charge No Charge

$65 - $100 per hour $100 - $200 per hour

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

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

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 NOTICE OF APPLICATION FOR ORDER PURSUANT TO 28 U.S.C. 156(c) AUTHORIZING DEBTORS AND DEBTORS IN POSSESSION TO RETAIN OMNI MANAGEMENT GROUP, LLC AS CLAIMS ADMINISTRATOR AND NOTICING AGENT OF THE BANKRUPTCY COURT No Hearing Required

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100393.1

Exhibit B

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

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 ALL OTHER PARTIES ENTITLED TO NOTICE: PLEASE TAKE NOTICE that National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-referenced cases (the "Debtors"), concurrently have filed their applications to this Court for an order authorizing the employment of Omni Management Group, LLC ("Omni") as their claims administrator and noticing agent effective as of the commencement of these cases (the "Application"). PLEASE FURTHER TAKE NOTICE that a copy of the Application may be obtained by contacting the Debtors' proposed bankruptcy counsel, Klee, Tuchin, Bogdanoff & Stern LLP at 1999 Avenue of the Stars, 39th Floor, Los Angeles, California, Attn: David M. Guess, Telephone: (310) 407-4000, Facsimile: (310) 407-9090. As set forth in the Application, the Debtors propose to retain Omni as its claims and noticing agent at the rates set forth in Exhibit B to the Application. The funds to compensate Omni will derive from the deposit held by Omni and advances under the debtor in possession financing facility. PLEASE TAKE FURTHER NOTICE that pursuant to Local Bankruptcy Rule ("LBR") 9013-1(g)(1) any response and request for hearing, in the form required by LBR 9013-1(a)(7), must be filed and served on KTB&S (at the address indicated above), Omni at 16501 Ventura Boulevard, Suite 440, Encino, CA 91436, Facsimile: (818) 783-2737, and the Office of the United States Trustee, 3685 Main St. Suite 300, Riverside, CA 92501, Facsimile: (951) 276-6973, not later than 15 days from the date of service of this Notice.

13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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 1

100393.1

Exhibit B

Exhibit B

Exhibit B

Exhibit B

Exhibit B

Exhibit B

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C