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Ali M.M. Mojdehi, State Bar No. 123846 Christine E. Baur, State Bar No. 207811 BAKER & McKENZIE LLP 12544 High Bluff Drive, Third Floor San Diego, CA 92130-3051 Telephone: +1 858 523 6200 Facsimile: +1 858 259 8290 Counsel for the Ad Hoc Committee of Equity Holders

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re: Case No. 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC REPLY TO OPPOSITION TO MOTION PURSUANT TO F.R.B.P. 9006(c) AND LOCAL RULE 9075-1(b) TO SHORTEN TIME OR FOR ALTERNATE DATE ON HEARING REGARDING MOTION OF AD HOC COMMITTEE OF EQUITY HOLDERS FOR RECONSIDERATION OF ORDER DENYING APPOINTMENT OF OFFICIAL COMMITTEE OF EQUITY HOLDERS

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Baker & McKenzie LLP 12544 High Bluff Drive, Third Floor San Diego, CA 92130 +1 858 523 6200

NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; and NATIONAL R.V., INC., a California corporation,

The Ad Hoc Committee of Equity Holders, (the Ad Hoc Committee),1 by its attorneys Baker & McKenzie LLP, hereby submits this reply to the opposition of the official committee of unsecured creditors (the Operating Committee) of National R.V., Inc. (the Operating Company) to the Ad Hoc Committees motion pursuant to Federal Rule of Bankruptcy Procedure 9006(c) and Local Rule 9075-1(b) to shorten time (Motion to Shorten Time) or set an alternate date on the

The Committee consists of Milfam II, L.P., Miller Irrevocable A-4, Millennium Partners, LLC, Michael Cooney, and Barry A. Shaw, Jr., who together hold approximately 19% of the common stock of National R.V. Holdings, Inc.
CASE NO 6:07-17941-PC (JOINTLY ADMINISTERED) REPLY TO OPPOSITION TO MOTION FOR ORDER SHORTENING TIME ON MOTION FOR RECONSIDERATION OF ORDER DENYING APPOINTMENT OF OFFICIAL COMMITTEE OF EQUITY HOLDERS SDODMS1/687092.1

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Baker & McKenzie LLP 12544 High Bluff Drive, Third Floor San Diego, CA 92130 +1 858 523 6200

hearing on the motion of the Ad Hoc Committee for reconsideration (the Motion for Reconsideration) of the order (the Order) denying the appointment of an official committee of equity holders in the chapter 11 case of National R.V. Holdings, Inc. (the Holding Company, together with the Operating Company, the Debtors). Within hours of the Ad Hoc Committee filing the Motion to Shorten Time, the Operating Committee filed an opposition (the Opposition) vigorously objecting to setting an earlier hearing on the Ad Hoc Committees Motion for Reconsideration. The Operating Committee, however, has yet to respond to the multiple requests made by the Ad Hoc Committee, beginning almost two weeks ago, that it explain: (i) the basis for its representations to this Court that creditors will receive 30 to 40 cents; (ii) its position on the allowability of the $45 million intercompany claim; (iii) its position on the ultimate liquidation value of the estates; and (iv) whether it intends to seek substantive consolidation of the estates. [See Mojdehi Declaration in Support of Motion for Reconsideration, Docket No. 306, at 11] The Ad Hoc Committee believes there is an urgent need for a candid response to these questions. A candid response, we believe, will only provide further support for the Motion for Reconsideration. To be sure, the statements made by the Operating Committee regarding the Holding Companys insolvency run contrary to all of the evidence that has been put before the court. Although the Ad Hoc Committee believes it is in the interest of judicial economy to have the hearing held on March 26, 2008, it is not wedded to that date. We certainly are willing to have the hearing on any of the alternate dates suggested in the Motion to Shorten Time if those dates better accommodate the Operating Committee.2 We would also be happy to work with the Operating Committee to find a date that is mutually agreeable. What the Ad Hoc Committee is adamantly wedded to, however, is transparency to enable this Court to make a fully informed and just decision. Bankruptcy is not a game of hide and seek. All parties -- particularly statutory parties -- have an obligation to be forthright and candid, and to lay their cards on the table. The economics of this case must be explained to the Court with hard facts

As set forth in the Motion to Shorten Time, the April 21, 2008 date was the only available date under the selfcalendaring system. 2
CASE NO 6:07-17941-PC (JOINTLY ADMINISTERED) REPLY TO OPPOSITION TO MOTION FOR ORDER SHORTENING TIME ON MOTION FOR RECONSIDERATION OF ORDER DENYING APPOINTMENT OF OFFICIAL COMMITTEE OF EQUITY HOLDERS SDODMS1/687092.1

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and data, as opposed to slogans and conclusions which do not assist in decision-making. While none of the contentions of the Operating Committee have merit,3 the Ad Hoc Committee once again encourages the Operating Committee and the Debtors to put aside gamesmanship and come forward expeditiously with accurate information so that this Court may make an informed decision about the financial condition of the Holding Company as a standalone entity. Dated: March 13, 2008 BAKER & McKENZIE LLP By: /s/ Ali M.M. Mojdehi Ali M.M. Mojdehi Christine E. Baur Attorneys for Ad Hoc Committee of Equity Holders

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Baker & McKenzie LLP 12544 High Bluff Drive, Third Floor San Diego, CA 92130 +1 858 523 6200

For instance, the Operating Committee refers to a mountain of documents submitted with the Motion for Reconsideration. These documents consist of excerpts from the Debtors verified schedules of assets and liabilities, transcripts of hearings attended by counsel for the Operating Committee, and items previously filed and appearing on the docket of the Debtors bankruptcy cases, some of which having been filed by the Operating Committee. These documents should come as no surprise and should not hinder the Operating Committees ability to respond to the Motion for Reconsideration. 3
CASE NO 6:07-17941-PC (JOINTLY ADMINISTERED) REPLY TO OPPOSITION TO MOTION FOR ORDER SHORTENING TIME ON MOTION FOR RECONSIDERATION OF ORDER DENYING APPOINTMENT OF OFFICIAL COMMITTEE OF EQUITY HOLDERS SDODMS1/687092.1