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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, CA 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Bankruptcy Counsel for Debtors and Debtors In Possession Debtors' Mailing Address 425 West Rider Street, Unit B4 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.: Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC NOTICE OF MOTION AND MOTION OF DEBTORS FOR ORDER PURSUANT TO FEDERAL RULE OF . BANKRUPTCY PROCEDURE 9019(a) APPROVING SETTLEMENT AGREEMENT BY AND BETWEEN THE DEBTORS AND HARBILL, INC.; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF; DECLARATION OF BRUCE COX CONKLIN JR. No Hearing Required Under Local Bankruptcy Rule 9013-1(g)(1) 6:07-17941-PC

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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; THE OFFICE OF THE UNITED STATES TRUSTEE; COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS; THE DEBTORS'

SECURED LENDERS; AND OTHER PARTIES INTEREST: PLEASE TAKE NOTICE that National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-captioned cases (the "Debtors") hereby file this Motion of Debtors for Order Pursuant to Federal Rule of Bankruptcy Procedure 9019(a) Approving Settlement Agreement By and Between the Debtors and Harbill (the "Motion"). By this Motion, the Debtors seek entry of an order of this Court approving, pursuant to Federal Rule of Bankruptcy Procedure 9019(a), the settlement agreement (the "Settlement Agreement") by and between the Debtors and Harbill, Inc., dba Crest Chevrolet, a California corporation ("Harbill"). A copy of the Settlement Agreement is attached as Exhibit "1" hereto. The principal terms of the Settlement Agreement are described in the appended Memorandum of Points and Authorities, 1 and for the reasons set forth therein, the Debtors believe the Settlement Agreement is in the best interests of the Debtors and their estates. Accordingly, the Court should enter an order approving the Settlement Agreement pursuant to Federal Rule of Bankruptcy Procedure 9019(a). PLEASE TAKE FURTHER NOTICE that the pertinent facts and circumstances supporting the relief requested herein are set forth in the accompanying Memorandum of Points and Authorities. This Motion is based upon the accompanying Memorandum of Points and Authorities, the accompanying Declaration of Bruce C. Conklin Jr., the record in these cases and, if applicable, the arguments and representations of counsel and any oral or documentary evidence presented at or prior to the time of any hearing, if any, on the Motion. PLEASE TAKE FURTHER NOTICE that pursuant to Local Bankruptcy Rule 90131(g)(1), the Debtors request that the Court grant the Motion and approve the Settlement

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All discussion and summary of the terms and conditions of the Settlement Agreement in the Motion and accompanying Memorandum of Points and Authorities is qualified in its entirety by the Settlement Agreement, which should be reviewed in its entirety by parties in interest.

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

Agreement without a hearing, unless a hearing is requested by a party in interest. Pursuant to Local Bankruptcy Rule 9013-1(g)(1) any response or opposition to the Motion or a request for a hearing on the Motion must be in writing, must otherwise comply with Local Bankruptcy Rule 9013-1(a)(7), and must be filed with the Court and served upon counsel for the Debtors at the address set forth in the upper left-hand corner of the first page hereof no later than fifteen (15) days (i.e., May 8, 2008) from the date of service of this Motion. Pursuant to Local Bankruptcy Rule 9013-1(a)(11), the failure to timely file and serve a written opposition may be deemed by the Court to be consent to the granting of the relief requested herein. WHEREFORE, the Debtors respectfully request that the Court enter an order approving, pursuant to Federal Rule of Bankruptcy Procedure 9019(a), the Settlement Agreement.

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DATED: April 23, 2008

/s/ Jonathan S. Shenson Jonathan S. Shenson, a Member of KLEE, TUCHIN, BOGDANOFF & STERN LLP Bankruptcy Counsel for Debtors and Debtors in Possession

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

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

The Debtors' principal business is the manufacture and distribution of recreational vehicles 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" motorhomes in the country. Prior to commencing these cases, the Debtors explored a variety of approaches to their continuing liquidity crisis, including 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

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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. B. The Commencement of the Chapter 11 Cases.

On November 30, 2007, the Debtors filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (the "Petition Date"). The Debtors have continued in the possession of their properties and are managing their affairs as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. C. Harbill's Claim. However, as detailed in the Settlement

Pre-petition, Harbill sold chassis to NRV.

Agreement, the Debtors and Harbill have a fundamental disagreement as to when the chassis were, in fact, sold to NRV. The Debtors contend that the chassis were sold to NRV at the time they were delivered to NRV; whereas, Harbill contends that the Debtors held the chassis as bailees until NRV paid for them. As set forth in the Settlement Agreement, the Debtors take the

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

position that, as of the Petition Date, NRV owed Harbill $833,171.58 for thirty one (31) chassis which were delivered and/or sold by Harbill to NRV (the "Harbill Chassis"); whereas, Harbill contends it owns all of the Harbill Chassis and is entitled to their return (or the economic equivalent thereof). While Harbill does not concede that it did not have a bailment arrangement with the Debtors, on December 18, 2007, Harbill did send a reclamation demand for eight (8) of the Harbill Chassis which had not been improved upon in any way by NRV (the "Bare Chassis"). Later, Harbill acknowledged that only seven (7) of the eight (8) Bare Chassis (with an invoice cost to NRV of $207,395.46) were delivered during the reclamation period. However, based on a review of their books and records, the Debtors contend that only five (5) of the Bare Chassis were delivered to NRV within the reclamation period (with an invoice cost to NRV of $128,097.06), and, of these five (5), at best, four (4) of them (with an invoice cost to NRV of $101,743.96) may have been delivered and received during the 20 days period prior to the Petition Date and, thus, be afforded some amount of administrative priority status based on the value of the goods. D. Disposition of the Harbill Chassis during these Cases.

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Within days after the Petition Date, the Debtors began aggressively marketing their inventory and, ultimately, sold their then-completed inventory of 77 finished RVs to Dennis Dillon RV, LLC ("Dillon") for nearly $7.5 million. Thereafter, Dillon contracted to purchase an additional 68 finished RVs for approximately $6.75 million. To complete this massive order, the Debtors built out their remaining work in progress (including the WIP Units) into finished RVs. In addition, the Debtors sold other units to other buyers, including to buyers through an auction conducted by BIDITUP Auctions Worldwide, Inc. of substantially all of their remaining personal property (the "Auction"). All of the Harbill Chassis, other than the eight (8) Bare Chassis, were incorporated into finished recreational vehicles and sold by the Debtors after the Petition Date, generating approximately $1.5 million of proceeds (the "Harbill-Escrowed RV Sale Proceeds"). While NRV took and continue to take the position that Harbill did not and does not have an interest in

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

the Harbill-Escrowed RV Sale Proceed, it agreed (in order to facilitate the sale of the finished RVs) to having the proceeds escrowed pending further order of the Court concerning the adjudication of any claim Harbill had to such proceeds. 2 As an aside, bare chassis were also sold at the Auction, and the Debtors realized on average approximately 27% of invoice cost (before taking into account any costs associated with the sale of any such chassis). E. Summary of Settlement Agreement.

By and through the Settlement Agreement, NRV will assign its rights, title and interests in seven (7) of the Bare Chassis to Harbill in full and final satisfaction of any and all claims of ownership by Harbill and any and all claims of Harbill for payment on account of any of the chassis delivered and/or sold by it to NRV including, without limitation, any secured, reclamation, section 503(b)(9) and unsecured claims. While the seven (7) Bare Chassis have an invoice cost of $207,395.46 (to NRV), NRV would likely be unable to generate more than $63,000 from the sale of such Chassis. Thus, by simply returning them to Harbill, NRV is able to effectively compromise all of Harbill's claims against NRV for approximately 8 cents on the dollar, which may very well be less than any ultimate return to unsecured creditors in the NRV case. 3 II. LEGAL ARGUMENT Bankruptcy Rule 9019(a) provides that "[o]n motion by the [debtor in possession] and after a hearing on notice to creditors, the United States Trustee, the debtor and indenture trustees as provided in Rule 2002 and to such other entities as the Court may designate, the Court may

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The Harbill-Escrowed RV Sales Proceeds were escrowed in accordance with that certain "Further Order Granting In Part Emergency Motion of Debtors and Debtors in Possession for Authority to (1) Reconcile, Adjust, and Collect Accounts Receivable, (2) Sell Emission Reduction Credits Free and Clear of Liens, Claims, and Interests, and (3) Sell Inventory Free and Clear of Liens, Claims, and Interests (Including a Request for Specific Authority to Sell Eleven RVs Located in Kentucky)" [Docket #122] (the "RV Sale Order"). 30% of invoice cost for the seven Bare Chassis being returned is equal to $62,218.64, which is between 7.1% and 7.4% of the amount owed to Harbill. As an aside, 30% of invoice cost is 3% more than the average amount realized on all bare chassis sold at the Auction.

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

approve a compromise or settlement. Fed. R. Bankr. 9019(a). The Ninth Circuit Court of Appeals has long recognized that "[t]he bankruptcy court has great latitude in approving compromise agreements." Woodson v. Fireman's Fund Ins. Co. (In re Woodson), 839 F.2d 610, 620 (9th Cir. 1998). Accordingly, when approving a settlement, the court need conduct neither an exhaustive investigation into the validity, nor a mini-trial on the merits, of the claims sought to be compromised. See, e.g., Burton v. Ulrich (In re Schmitt), 215 B.R. 417, 421-423 (B.A.P. 9th Cir. 1997); In re Richmond Produce Co., Inc., 1993 U.S. Dist LEXIS 16171, at *11 (N.D. Cal. Nov. 10, 1993). Rather, it is sufficient that the court find that the settlement was negotiated in good faith and is reasonable, fair, and equitable. See, e.g., Martin v. Kane (In re A & C Properties), 784 F.2d 1377, 1381 (9th Cir. 1986). The Ninth Circuit Court of Appeals has identified the following factors for consideration in determining whether a proposed settlement agreement is reasonable, fair, and equitable: (a) the probability of success in the litigation; (b) the difficulties, if any, to be encountered in the matter of collection; (c) the complexity of the litigation involved and the expense, inconvenience and delay necessarily attending it; (d) the paramount interest of the creditors and a proper deference to their reasonable views in the premises. In re A & C Properties, 784 F.2d 1381; In re Richmond Produce Co., Inc., 1993 U.S. Dist LEXIS 16171, at * 9-10. Consideration of these factors does not require the court to decide the questions of law and fact raised in the settled controversies, or to determine whether a proposed settlement is the best that could possibly have been achieved. Rather, the court need only canvas the issues to determine whether the settlement falls "below the lowest point in the zone of reasonableness." See, e.g., Newman v. Stein, 464 F.2d 689, 698 (2nd Cir. 1972). The proposed Settlement Agreement clearly falls within the range of reasonable litigation possibilities as the Debtors could not in all likelihood obtain a better result through litigation. As noted above, the Settlement Agreement effectively results in NRV compromising Harbill's claims against NRV and its estate for less than 8 cents on the dollar an amount which will likely be less than general unsecured creditors can expect to receive in the NRV case. In short, this is a great deal for the estate, particularly where, as here, one has to consider the

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

possibility that the Court could find either that a bailment arrangement existed between NRV and Harbill prepetition or that Harbill has a good reclamation claim or a 503(b)(9) administrative claim against NRV. Indeed, at a minimum, chances are that Harbill does have a 503(b)(9) administrative claim for four (4) of the Bare Chassis -- value which Harbill is effectively walking away from as part of this deal. Moreover, the Settlement Agreement obviates the needs for a trail on the merits which would involve significant time and expense, as well as an administrative burden. III. CONCLUSION WHEREFORE, based on all of the foregoing, the Debtors request entry of an order approving the Settlement Agreement as requested above, and granting such other relief that the Court deems necessary and appropriate. DATED: April 23, 2008 /s/ Jonathan S. Shenson Jonathan Shenson, an Attorney with KLEE, TUCHIN, BOGDANOFF & STERN LLP Bankruptcy Counsel for Debtors and Debtors in Possession

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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 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' financial and

management consultant in the chapter 11 bankruptcy cases of National R.V. Holdings, Inc. and National R.V., Inc. (collectively, the "Debtors"). 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 year 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 Motion of Debtors for

Order Pursuant to Federal Rule of Bankruptcy Procedure 9019(a) Approving Settlement Agreement By and Between the Debtors and Harbill (the "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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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

6.

Pre-petition, Harbill sold chassis to NRV. As of the Petition Date, NRV owed

Harbill between $833,171.58 for thirty one (31) Harbill Chassis. Harbill contends it owns all of the Harbill Chassis and is entitled to their return (or the economic equivalent thereof). 7. On December 18, 2007, Harbill sent a reclamation demand for eight (8) of the

Bare Chassis, though later acknowledged that only seven (7) of the eight (8) Bare Chassis (with an invoice cost to NRV of $207,395.46) were delivered during the reclamation period. The Debtors' books and records indicate that only five (5) of the Bare Chassis were delivered to NRV within the reclamation period (with an invoice cost to NRV of $128,097.06) and, of these five (5), at best, four (4) of them (with an invoice cost to NRV of $101,743.96) may have been delivered and received during the 20 days period prior to the Petition Date. 8. Within days after the Petition Date, the Debtors began aggressively marketing

their inventory and, ultimately, sold their then-completed inventory of 77 finished RVs to Dillon for nearly $7.5 million. Thereafter, Dillon contracted to purchase an additional 68 finished RVs for approximately $6.75 million. To complete this massive order, the Debtors built out their work in progress (including the WIP Units) into finished RVs. In addition, the Debtors sold other units to other buyers, including to buyers through the Auction. 9. All of the Harbill Chassis, other than the eight (8) Bare Chassis, were incorporated

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into finished recreational vehicles and sold by the Debtors after the Petition Date, generating approximately $1.5 million of proceeds which were escrowed in accordance with the RV Sale

Order.
10. Bare chassis were sold at the Auction, and the Debtors realized on average

approximately 27% invoice cost (before taking into account any costs associated with the sale of any such chassis). 11. The seven (7) Bare Chassis to be returned to Harbill under the Settlement

Agreement have an invoice cost of $207,395.46 (to NRV). 12. Based on the results of the Auction where Harbill and non-Harbill bare chassis

were sold (discussed above) and the fact that the Debtors do not have any other viable options to realize value from the sale of the chassis other than through some type liquidation or fire sale, I

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

do not believe that NRV would be able to generate meaningful proceeds in excess of $63,000 from the sale of the seven (7) Bare Chassis particularly after taking into account the fact that the Debtors would have to incur additional expense associated with storing and insuring the chassis after the month April 2008, when they will have vacated their pre-petition facilities. 13. By simply returning the seven (7) Bare Chassis to Harbill, NRV is able to

effectively compromise all of Harbill's claims against NRV for approximately 8 cents on the dollar, which may be less than any ultimate return to unsecured creditors in the NRV case. And, for this and the other reasons set forth in the Motion, I believe the proposed Settlement Agreement clearly falls within the range of reasonable litigation possibilities as the Debtors could not in all likelihood obtain a better result through litigation.

I declare under penalty of perjury that the foregoing is true and correct. Executed this __th day of April, 2008 at Irvine, California.

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Bruce Cox Conklin, Jr.

EXHIBIT 1

SETTLEMENT AGREEMENT This Settlement Agreement (Agreement) is made and entered into as of the 16th day of April 2008, between Harbill, Inc., dba Crest Chevrolet, a California corporation (Harbill), on the one hand, and National R. V. Holdings, Inc., a Delaware corporation (NRVH) and National R.V. Inc. a California corporation (NRV, and collectively, the Debtors), on the other hand; and with Harbill, NRVH and NRV sometimes collectively referred to as, the Parties, and each, a Party. 1. RECITALS 1.1 On November 30, 2007 (the Petition Date), NRVH and NRV filed voluntary petitions under Chapter 11 of title 11 of the United States Code (the Bankruptcy Code), commencing bankruptcy cases bearing case nos. 6:07-bk-17941-PC and 6:07-bk17937-PC, respectively, which are being jointly administered under the latter (the Bankruptcy Cases) before the United States Bankruptcy Court for the Central District of California, Riverside Division (the Court). 1.2 Prior to the filing of the Bankruptcy Cases, Harbill caused to be supplied and delivered to NRV chassis prior to the Petition Date (collectively referred to as, the Chassis). Other than the (31) Chassis (defined below), as of the Petition Date, the Debtors have paid (in full) for any and all Chassis supplied and delivered to them pre-petition. 1.3 On the Petition Date, NRV was in possession of thirty-one (31) Chassis (the "(31) Chassis"). Harbill contends the aggregate invoice cost of such chassis was $869,825.00, whereas NRV contends the aggregate invoice cost was $833,171.58. 1.4 Harbill contends that, with regard to each of the (31) Chassis, a bailment relationship existed between NRV and Harbill as of the Petition Date and that Harbill owns all (31) Chassis and is entitled to have each of them returned to it; or, at a minimum, that it has the right to have the following eight (8) Chassis (the "(8) Chassis") returned to it as they are subject to valid and enforceable reclamation claims:
5B4MPA7G183428987 5B4MP67G583431517 5B4MP67G783432121 5B4MP67G983432119 5B4MP67G283431524 5B4MP67G683431798 5B4MP67G583432120 5B4MP67G783432118

1.5 NRV, however, contends it owned the (31) Chassis as of the Petition Date, and that there was no bailment arrangement with Harbill and that, as of the Petition Date, Harbill has an unsecured claim against NRV and its bankruptcy estate in the amount of $833,171.58 or, at best, an unsecured claim in the amount of $728,097.38 and a 503(b)(9) claim for four of the chassis with an invoice cost to NRV in the amount of $101,743.96. With regard to the (8) Chassis, NRV contends that even if reclamation claims can be asserted
EXHIBIT 1

against goods delivered to the Debtors in the forty-five (45) days prior to the Petition Date (something the Debtors are not prepared to concede), the Debtors contend at least three (3) of the (8) Chassis were delivered outside the reclamation period (i.e., more than 45 days after the Petition Date). Moreover, there are matters which have yet to be adjudicated by a court of competent jurisdiction as to whether and to what extent any of the Debtors vendors could assert valid and enforceable reclamation rights. 1.6 The Parties hereto seek to resolve any and all disputes among them concerning any claims of ownership and/or alleged security interests in or liens upon any of the Chassis including, without limitation, any of the (31) Chassis as well as any claims for or rights to payment in favor of Harbill for any Chassis. 2. AGREEMENT

NOW, THEREFORE, based the foregoing Recitals, the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree as follows: 2.1 Effectiveness of the Agreement. Other than the Removal / Storage Obligation (defined below), the effectiveness of this Agreement is expressly conditioned upon it being approved by the Court (the date the Court enters an order approving the Agreement shall hereinafter be referred to as, Court Approval). 2.2 Consideration.

(a) The Debtors shall assign, and upon Court Approval shall be deemed to have assigned, to Harbill any and all rights, title and interests in and to the following seven (7) Chassis (the (7) Chassis):
5B4MP67G783432118 5B4MP67G583431517 5B4MP67G783432121 5B4MP67G983432119 5B4MP67G283431524 5B4MP67G683431798 5B4MP67G583432120

Upon no less than 2 business days notice, the Debtors shall make (b) available the (7) Chassis for pick up by Harbill at NRVs facilities in Perris, California or such other place(s) as the chassis may be (the Premises). Harbill shall remove the (7) Chassis from the Premises no later than April 21, 2008. In the event Harbill is obligated to remove the (7) Chassis prior to Court Approval (pursuant to the terms of the immediately preceding sentence), Harbill agrees that it will remove the (7) Chassis and store them as a bailee (for the benefit of NRV, the bailor) notwithstanding the fact that this Agreement is not otherwise effective and at no charge to the Debtors and their estates (the "Removal / Storage Obligation"). The Parties acknowledge and agree that the Removal / Storage Obligation shall continue, absent further order of the Court, until the earlier of (x) the date Court Approval is obtained and (y) June 30,
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2008. As part of the Removal / Storage Obligation, Harbill acknowledges and agrees that it shall remove and store the (7) Chassis in a manner reasonably acceptable to the Debtors and shall be responsible for making the Debtors whole (financially or otherwise) for any loss, damage or destruction to any of the (7) Chassis during such time. If for any reason Harbill is required to return the (7) Chassis, it may meet the obligation by paying the "invoice price" for the (7) Chassis. For purposes of this paragraph, the "invoice price" shall mean the amount Harbill sought to charge NRV for the subject chassis. (c) Upon Court Approval, Harbill waives and releases, and upon Court Approval shall be deemed to have waived and released, any and all claims (as that term is defined in section 101 of the Bankruptcy Code) against the Debtors and their estates for any and all amounts owed by the Debtors and/or their estates on account of any Chassis, including, without limitation, any of the (31) Chassis. For the avoidance of any doubt whatsoever, Harbill shall waive and release, and upon Court Approval shall be deemed to have waived and released, any and all claims or rights to proceeds from the sale and/or delivery and/or supply of any Chassis including, without limitation, any of the (31) Chassis, and including any proceeds which have been impounded or otherwise subject to escrow in Harbill's favor (or its lender) by and through that certain "Further Order Granting In Part Emergency Motion of Debtors and Debtors in Possession for Authority to (1) Reconcile, Adjust, and Collect Accounts Receivable, (2) Sell Emission Reduction Credits Free and Clear of Liens, Claims, and Interests, and (3) Sell Inventory Free and Clear of Liens, Claims, and Interests (Including a Request for Specific Authority to Sell Eleven RVs Located in Kentucky)" [Docket #122 in the Cases]. VOLUNTARY SETTLEMENT. The Parties to this Agreement acknowledge and agree 3. that each of them is entering into this Agreement freely and voluntarily, is not acting under any misapprehension as to the effect hereof, and has acted and does hereby act freely and voluntarily and not under any coercion or duress. The Parties hereto further acknowledge and agree that good and valuable consideration was and has been received by each Party hereto. The Parties hereto declare that this Agreement is freely and fairly made and that, except as specifically referenced in this Agreement, there are no other agreements, oral, written or otherwise, pertaining to the subject matter of this Agreement. MUTUAL REPRESENTATIONS AND WARRANTIES. Each of the Parties hereby 4. represents and warrants to each other the following, each of which is a continuing representation and warranty: 4.1 No Consent; Due Authorization. No consent or approval is required by any other person or entity in order for the Parties to carry out the provisions of this Agreement, other than Court Approval (for the Debtors). Subject to Court Approval (for the Debtors), each Party has full power and authority to execute this Agreement and that it has obtained all necessary approvals, consents and authorizations required for it to execute and deliver this Agreement. Subject to Court Approval (for the Debtors), each individual executing this Agreement on behalf of a Party hereto has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party. 4.2 No Reliance of Representations. Except as expressly stated in this Agreement, it has not made any statement or representation to the others regarding any facts relied upon by it in entering into this Agreement, and specifically does not rely upon any
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statement, representation or promise of the other Parties or any other person in entering into this Agreement, or in making the settlement provided for in the Agreement, except as expressly stated in this Agreement; and has relied upon its own investigation and analysis of the facts and not upon any statement or representation made by any other Party in choosing to enter into this Agreement and the transactions contemplated in the Agreement. 4.3 Ownership. That it is the sole and lawful owner of all rights, title and interests in and to every claim and other matter, which it purports to waive, release and/or assign in this Agreement (as applicable), and has not assigned or transferred, or purported to assign or transfer to any person or entity any claims or other matters herein waived, released and/or assigned herein. 5. ADDITIONAL TERMS. 5.1 No Admission Against Interest. Nothing contained in this Agreement or negotiations and communications leading up to the execution of this Agreement shall be construed as admissions against the interest of any of the Parties. This Agreement is entered into solely for the purpose of settling and resolving disputes among the Parties, and shall not be admissible as evidence in any action or proceeding except one to enforce this Agreement, or to carry forward the transactions contemplated herein. 5.2 Survival of Terms. Except as provided herein, all covenants, waivers, releases, warranties, representations and indemnities made by any of the Parties to another pursuant to this Agreement shall survive this Agreement and shall be and remain in full force and effect thereafter. 5.3 Entire Agreement. This Agreement is the entire agreement among the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements, oral or written, among the Parties with respect thereto. No claim of waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be made against any Party, except on the basis of a written instrument executed by or on behalf of all Parties. Binding on Successors. This Agreement shall inure to the benefit of and shall 5.4 be binding upon the successors and assigns of the Parties 5.5 Headings for Convenience. The headings of all sections of this Agreement are inserted solely for the convenience of reference and are not a part of or intended to govern, limit or aid in the construction or interpretation of any term or provision hereof. 5.6 Time of Essence. To the extent that performance is to be governed by time, time shall be deemed to be of the essence hereof. Counterparts. This Agreement may be executed and delivered in any number 5.7 of counterparts, each of which, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. This Agreement may also be executed by facsimile, or scanned and sent via e-mail. 5.8 Neutral Interpretation. This Agreement is the product of the negotiations of the Parties, and in the enforcement or interpretation hereof, is to be interpreted in a neutral
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manner, and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the interpretation hereof. Costs. The Parties shall bear all of their respective costs and expenses, 5.9 including, without limitation, attorneys' fees, incurred in connection with the preparation, negotiation, and execution of this Agreement. 5.10 Fees in Enforcement Action. In the event that a Party files an action or proceeding to enforce or interpret or for breach of this Agreement, the prevailing Party in that action or proceeding shall be entitled to recover its costs and reasonable attorneys fees. 5.11 Consent to Jurisdiction and Venue. Each of the Parties agrees that the venue of any suit, action, or proceeding arising under this Agreement shall be the United States Bankruptcy Court for the Central District of California, Riverside Division. Each Party hereby waives any objection which it may have now or may hereafter have to the laying of the venue of any such suit, action or proceeding and irrevocably submits to the jurisdiction of such court in any suit, action or proceeding and waives any claim or defenses of inconvenient forum or lack of subject matter jurisdiction. In making the foregoing submission to jurisdiction, each Party expressly waives the benefit of any contrary provision of any law. This Agreement shall be construed in accordance with and be governed by the laws of the State of California. 5.12 Additional Documents. At the request of any Party, the other Party shall use reasonable efforts to execute and deliver such additional documents and do such other acts as may be reasonably necessary to carry out the full intent and purpose of this Agreement. [continued]

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