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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. APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(a) AND 1107 AND FED. R. BANKR. P. 2014 FOR ORDER: (1) AUTHORIZING EMPLOYMENT OF KLEE, TUCHIN, BOGDANOFF & STERN LLP AS BANKRUPTCY COUNSEL; AND (2) AUTHORIZING KLEE, TUCHIN, BOGDANOFF & STERN LLP TO DRAW DOWN ON CHAPTER 11 RETAINER; DECLARATION OF DAVID M. GUESS IN SUPPORT THEREOF No Hearing Required Case No.: 6:07-17941-PC Case No.: 6:07-17937-PC Chapter 11

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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(a) and 1107 and Federal Rule of Bankruptcy Procedure 2014(a), National R.V. Holdings, Inc., a Delaware corporation ("NRVH"), and National R.V., Inc., a California corporation ("NRV," and collectively, the "Debtors"), hereby apply to this Court for entry of an order: (1) authorizing the employment of Klee, Tuchin, Bogdanoff & Stern LLP ("KTB&S") as their bankruptcy counsel effective as of the commencement of these chapter 11 cases; and (2) authorizing KTB&S to draw down on the remaining portion of its prepetition chapter 11 retainer in accordance with the procedures set forth below (the "Application"). In support of the Application, The Debtors rely on the accompanying Declaration of David M. Guess (the "Guess Declaration"). In addition, the Debtors respectfully represent and show as follows: I. INTRODUCTION
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
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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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1

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.

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II. RELIEF REQUESTED The Debtors wish to employ KTB&S as their bankruptcy counsel in connection with these cases, effective as of November 30, 2007 (the "Petition Date"). KTB&S is composed of attorneys who limit their practice to the areas of reorganization, bankruptcy, general commercial litigation, general corporate law, financings and acquisitions. The firm is well qualified to represent the Debtors. All attorneys comprising or associated with KTB&S who will render services in these cases are duly admitted to practice law in the courts of the State of California and in the United States District Court for the Central District of California. A summary of the experience and qualifications of those members of KTB&S who are expected to render services to the Debtors is attached to the Guess Declaration annexed hereto as Exhibit 1. Beginning in October 2007, KTB&S began providing services to the Debtors to assist them in their efforts to address their liabilities, including in out-of-court restructuring efforts, and assisting the Debtors in preparation of this chapter 11 case. In so doing, KTB&S has become familiar with the Debtors and their affairs. The partners and associates at KTB&S who will advise the Debtors in these cases have wide-ranging experience in insolvency and bankruptcy law, as well as in litigation and corporate law. The Debtors require bankruptcy counsel to render the following types of professional services, among others: a. b. To advise the Debtors regarding matters of bankruptcy law; To represent the Debtors in proceedings or hearings in the United States

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Bankruptcy Court for the Central District of California (the "Court") involving matters of bankruptcy law; c. To assist the Debtors with the negotiation, documentation and any

necessary Court approval of transactions disposing of property of the estates;

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d.

To advise the Debtors concerning the requirements of the Bankruptcy

Code, and federal and local rules relating to the administration of these cases, and the effect of these cases on the operations of the Debtors; and e. To assist the Debtors in the negotiation, preparation, confirmation, and

implementation of a chapter 11 plan. A true and correct copy of the current retention agreement between KTB&S and the Debtors is attached to the Guess Declaration as Exhibit 2. KTB&S will not undertake responsibility for those aspects of matters that are not within the scope of its representation as set forth in that agreement without further order of this Court. The Debtors may request that KTB&S undertake specific matters beyond the limited scope of the responsibilities set forth in the retention agreement. Should KTB&S agree in its discretion to undertake any such specific matters, the Debtors will seek further order of this Court. III. COMPENSATION KTB&S began providing services to the Debtors beginning in October 2007. In the period preceding the Petition Date (i.e., from October 2007 to November 30, 2007), KTB&S received approximately $406,857.41 from the Debtors on account of legal services rendered (and to be rendered) and expenses incurred (and to be incurred). Of this amount, KTB&S has expended approximately $174,499.39 on account of its prepetition services and expenses. The Debtors paid one invoice in full in the amount of approximately $86,857.41, and the balance was paid from the Debtors' trust fund account. Prior to the Petition Date, KTB&S received a retainer in the original amount of $320,000. As of the Petition Date, the balance in the Debtors' trust fund account was approximately $233,430.09 (including any interest earned with respect to the Debtors' trust fund account) as a retainer for services to be provided and expenses to be incurred in connection with these chapter 11 cases (the "Chapter 11 Retainer"). The Chapter 11 Retainer is on deposit in a client trust account and serves as a security retainer to secure the payment of KTB&S's allowed fees and expenses. The above
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amounts are estimates; KTB&S is reconciling these amounts based upon the preparation of its prepetition invoice. KTB&S 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 guideline hourly rates for those members of KTB&S expected to render services to the Debtors is attached to the Guess Declaration as Exhibit 3. No additional compensation will be paid by the Debtors to KTB&S except as approved by the Bankruptcy Court. KTB&S proposes to draw its fees and expenses from 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, KTB&S 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. KTB&S 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").2 The Professional Fee Statement will indicate that the supporting documentation can be obtained from KTB&S upon request. The Professional Fee Statement will state that KTB&S will draw on the Chapter 11 Retainer (i.e., withdraw from the Debtors' client trust account) the fees and costs incurred by KTB&S without further notice or hearing unless an objection is filed and served upon KTB&S within ten (10) days after service of the Professional Fee Statement. If no objection is timely filed and served, KTB&S requests that it be permitted to withdraw the requested
2

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

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compensation without further notice, hearing, or order. If an objection is timely filed and served, KTB&S will not withdraw the disputed amounts until this Court has resolved the objection. After exhausting the Chapter 11 Retainer, KTB&S 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 procedure, KTB&S will seek monthly compensation pursuant to such procedure. To the extent any fees or expenses paid to KTB&S are disallowed by this Court, KTB&S understands that such disallowed amounts may be ordered disgorged by KTB&S and returned to the Debtors. IV. NO ADVERSE INTERESTS / DISINTERESTEDNESS To the best of The Debtors' knowledge, based upon the accompanying Guess Declaration, except as they are or have been the attorneys for the Debtors and except as otherwise set forth below and in the Guess Declaration, KTB&S and all of the attorneys comprising or employed by it are disinterested persons who do not hold or represent an interest adverse to the estates and do 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, the United States Trustee, or any person employed in the Office of the United States Trustee. KTB&S has previously and currently represents Wells Fargo Foothill ("WFF"), an entity related to Wells Fargo Bank, N.A., the Debtors' prepetition and postpetition lender in two out-of-court matters entirely unrelated to these cases. These engagements do not

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comprise a material component of KTB&Ss representations. KTB&S may be adverse to

WFF in unrelated matters. In addition, professionals that the Debtors' have proposed to retain postpetition have

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referred work to KTB&S, including but not limited to Heller Ehrman LLP.

The following supplemental disclosures are made with respect to KTB&S's disinterestedness. References to KTB&S include all attorneys who are expected to render services in these cases. a. KTB&S is not and was not a creditor, an equity security holder, or an

insider of the Debtors, except that KTB&S has previously rendered legal services to the Debtors, for which it has been compensated as disclosed above and in KTB&S's accompanying Section 329(a) Statement. b. KTB&S is not and was not, within two years before the Petition Date, a

director, officer, or employee of the Debtors. c. Pursuant to the disclosures contained in the Guess Declaration, KTB&S

has no interest materially adverse to the interest of the estates or of any class of creditors or equity security holders, either by reason of any direct or indirect relationship to, connection with, or interest in the Debtors or for any other reason. The Debtors respectfully further submit that KTB&S'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 KTB&S 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 management and the same indirect ownership (i.e. public shareholders). Wells Fargo (the Debtors principal secured creditor) asserts its claims against both Debtors and liens against the assets of both estates. The proposed liquidation of the assets of both entities is part of a fully integrated transaction. KTB&S is not aware of conflict of interest that would prohibit

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the joint representation of these entities.3

KTB&Ss retention agreement contains

appropriate terms and conditions in the unlikely event any actual conflict of interest should arise. The retention agreement, attached as Exhibit 2, provides as follows: We will represent National R.V. Holdings, Inc. and National R.V., Inc. jointly. It is possible, however, that during the representation of these entities, facts could come to light that would create a conflict of interest such that continued joint representation would be inadvisable. Thus, it is possible that such entities could find themselves in a legal position different from each other, and conceivably it could be advantageous for one entity to take positions separately or adverse to the other. In that event, KTB&S will abstain from its joint representation of such entities with respect to the particular issue (or issues) in conflict, and each entity will need to retain separate counsel with respect to that particular issue (or those particular issues). KTB&S will continue to jointly represent the interests of these entities with respect to all other matters. In the event that such measures prove inconsistent with ethical or practical considerations, KTB&S may have to withdraw completely from its representation of one or more of the entities to maintain its ability to exercise its independent professional judgment. Similarly, one or more of the entities may later determine that unanticipated facts have come to light that would impair KTB&S's ability to exercise independent professional judgment. KTB&S will promptly inform representatives of each entity if it becomes aware of such unanticipated circumstances, and will rely on representatives of that entity to promptly notify KTB&S if it becomes aware of such circumstances. KTB&S will conduct an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist or arise. To the extent the Debtors and/or KTB&S

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3

discover during the period of KTB&S's employment any facts bearing upon the matters described herein, the Debtors and/or KTB&S promptly will inform the Court. V. CONCLUSION The employment of KTB&S as The Debtors' bankruptcy counsel is in the best interest of the estates and their creditors.

According to the books and records of the Debtors, there exist intercompany claims between NRV and NRVH. In essence, NRV and NRVH have separate functions, and they cross-charge each other to the extent that those functions benefit one other. Neither the Debtors nor KTB&S believe that this amounts to a conflict that would give rise to denial of this Application.

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THEREFORE, the Debtors request that: (1) they be authorized to employ KTB&S as their bankruptcy counsel, with compensation that is at the expense of the estates to be in such amounts as this Court may hereafter allow in accordance with applicable law; and (2) KTB&S be authorized to draw down on the Chapter 11 Retainer and to apply this retainer to KTB&S's fees and expenses in accordance with the procedures set forth herein.

DATED: December 10, 2007

NATIONAL R.V. HOLDINGS, INC. NATIONAL R.V., INC.

/s/ Thomas J. Martini THOMAS J. MARTINI CHIEF FINANCIAL OFFICER & TREASURER Presented By: /s/ David M. Guess, Esq. DAVID M. GUESS, ESQ., an Attorney with KLEE, TUCHIN, BOGDANOFF & STERN LLP Proposed 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 DAVID M. GUESS 1. I am an attorney with Klee, Tuchin, Bogdanoff & Stern LLP ("KTB&S"),

proposed bankruptcy counsel to the above-referenced Debtors and Debtors in Possession (the "Debtors"), which filed a voluntary petition for relief in the above-captioned cases on November 30, 2007 (the "Petition Date"). 2. KTB&S is composed of attorneys who limit their practice to the areas of

reorganization, bankruptcy, general commercial litigation, general corporate law, financings and acquisitions. All attorneys comprising or associated with KTB&S who will render services in these cases are duly admitted to practice law in the courts of the State of California and in the United States District Court for the Central District of California. 3. Beginning in October 2007, KTB&S began providing services to the Debtors

to assist the Debtors in their efforts to address their liabilities, including out-of-court restructuring efforts and assisting the Debtors in preparation of this chapter 11 case. In so doing, KTB&S has become intimately familiar with the Debtors and their affairs. The partners and associates at KTB&S who will advise the Debtors in these cases have wideranging experience in insolvency and bankruptcy law, as well as in litigation and corporate law. A summary of the experience and qualifications of those members of KTB&S who are most likely to render services to the Debtors is attached hereto as Exhibit 1. 4. The Debtors require, and KTB&S will render as bankruptcy counsel, the

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following types of professional services, among others: a. b. To advise the Debtors regarding matters of bankruptcy law; To represent the Debtors in proceedings or hearings in the United States

Bankruptcy Court for the Central District of California (the "Court") involving matters of bankruptcy law; c. To assist the Debtors with the negotiation, documentation and any

necessary Court approval of transactions disposing of property of the estates;

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d.

To advise the Debtors concerning the requirements of the Bankruptcy

Code, and federal and local rules relating to the administration of these cases, and the effect of these cases on the operations of the Debtors; and e. To assist the Debtors in the negotiation, preparation, confirmation, and

implementation of a chapter 11 plan. 5. A true and correct copy of the current retention agreement between KTB&S

and the Debtors is attached hereto as Exhibit 2. KTB&S will not undertake responsibility for those aspects of matters that are not within the scope of its representation as set forth in that agreement without further order of this Court. 6. KTB&S began providing services to the Debtors beginning in October 2007.

In the period preceding the Petition Date (i.e., from October 2007 to November 30, 2007), KTB&S received approximately $406,857.41 from the Debtors on account of legal services rendered (and to be rendered) and expenses incurred (and to be incurred). Of this amount, KTB&S has expended approximately $174,499.39 on account of its prepetition services and expenses. The Debtors paid one invoice in full in the amount of approximately $86,857.41, and the balance was paid from the Debtors' trust fund account. Prior to the Petition Date, KTB&S received a retainer in the original amount of $320,000. As of the Petition Date, the balance in the Debtors' trust fund account was approximately $233,430.09 (including any interest earned with respect to the Debtors' trust fund account) as a retainer for services to be provided and expenses to be incurred in connection with these chapter 11 cases (the "Chapter 11 Retainer"). The Chapter 11 Retainer is on deposit in a client trust account and serves as a security retainer to secure the payment of KTB&S's allowed fees and expenses. The above amounts are estimates; KTB&S is reconciling these amounts based upon the preparation of its prepetition invoice. 7. KTB&S has agreed to accept as compensation for its services the Chapter 11

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Retainer and such additional sums as may be allowed by this Court in accordance with applicable law. A list of the guideline hourly rates for those members of KTB&S expected

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to render services to the Debtors is attached hereto as Exhibit 3. No additional compensation will be paid by the Debtors to KTB&S except as approved by the Bankruptcy Court. 8. KTB&S proposes to draw its fees and expenses from 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, as set forth in detail in the foregoing Application. 9. After exhausting the Chapter 11 Retainer, KTB&S 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 interim fee procedure, KTB&S will seek monthly compensation pursuant to such procedure. To the extent any fees or expenses paid to KTB&S are disallowed by this Court, KTB&S understands that such disallowed amounts may be ordered disgorged by KTB&S and returned to the Debtors. 10. KTB&S utilizes a number of procedures to determine its relationships, if any, Specifically, KTB&S uses computer

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to parties that may have connections to a case.

programs to review its databases in order to discover relationships. KTB&S also routinely inquires of attorneys with the firm whether any relationships exist that may escape scrutiny utilizing the computerized systems upon which the firm relies. 11. In the instant case, KTB&S focused its inquiry on ascertaining whether: a. the firm or any attorney thereof currently represents or otherwise

currently has a relationship with any person or entity listed on the Lists of Creditors Holding 20 Largest Unsecured Claims (filed with the Court on the Petition Date) and the List of Equity Security Beneficiaries of NRVH (filed with the Court on the Petition Date), the Debtors' secured creditors, the Debtors' directors and officers, and the Debtors' proposed professionals (collectively, the "Searched Parties"); b.
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the firm or any attorney thereof represented any of the Searched Parties 3

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during the past year; or c. the firm during the past year derived significant revenue from any of the

Searched Parties. 12. Based on the preceding review, except as they are or have been the attorneys

for the Debtors and except as set forth below, KTB&S and all of the attorneys comprising or employed by it are disinterested persons who do not hold or represent an interest adverse to the estates and do 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, the United States Trustee, or any person employed in the Office of the United States Trustee. 13. KTB&S has previously and currently represents Wells Fargo Foothill

("WFF"), an entity related to Wells Fargo Bank, N.A., the Debtors' prepetition and postpetition lender in two out-of-court matters entirely unrelated to these cases. These engagements do not comprise a material component of KTB&Ss representations. KTB&S
may be adverse to WFF in unrelated matters.

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14.

In addition, professionals that the Debtors' have proposed to retain postpetition

have referred work to KTB&S, including but not limited to Heller Ehrman LLP.

15.

The following supplemental disclosures are made with respect to KTB&S's

disinterestedness. References to KTB&S include all attorneys who are expected to render services in these cases. a. KTB&S is not and was not a creditor, an equity security holder, or an

insider of the Debtors, except that KTB&S has previously rendered legal services to the Debtors, for which it has been compensated as disclosed above and in KTB&S's accompanying Section 329(a) Statement. b. KTB&S is not and was not, within two years before the Petition Date, a

director, officer, or employee of the Debtors. c. Pursuant to the disclosures contained herein, KTB&S has no interest

materially adverse to the interest of the estates or of any class of creditors or equity
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security holders, either by reason of any direct or indirect relationship to, connection with, or interest in the Debtors or for any other reason. 17. The Debtors are affiliates NRVH is the corporate parent and 100% equity

owner of NRV. KTB&S is not aware of conflict of interest that would prohibit the joint representation of these entities KTB&Ss retention agreement contains appropriate terms and conditions in the unlikely event any actual conflict of interest should arise. 18. KTB&S will conduct an ongoing review of its files to ensure that no conflicts

or other disqualifying circumstances exist or arise. To the extent the Debtors and/or KTB&S discover during the period of KTB&S's employment any facts bearing upon the matters described herein, the Debtors and/or KTB&S promptly will inform the Court. I declare under penalty of perjury that the foregoing is true and correct. Executed this 10th day of December 2007, at Los Angeles, California.

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/s/ David M. Guess DAVID M. GUESS

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EXHIBIT 1 BIOGRAPHIES OF CERTAIN MEMBERS OF KLEE, TUCHIN, BOGDANOFF & STERN LLP Lee R. Bogdanoff is a member and co-manager of KTBS. Mr. Bogdanoff graduated Phi Beta Kappa from the University of California, Davis, where he was a Regent Scholar, with a Bachelor of Arts Degree in History and Political Science. He graduated, Order of the Coif, from Boalt Hall School of Law at the University of California, Berkeley in 1985. He served as law clerk to the Honorable David Thompson, United States Court of Appeals for the Ninth Circuit Court, from 1985 to 1986. Mr. Bogdanoff's practice includes representation of debtors in and out-of-court, creditors' committees (bondholder, trade), secured creditors (including debtor in possession lenders) and acquirers of assets and debt positions. He has served as lead counsel in some of the largest chapter 11 cases pending at the time. For example, he successfully reorganized Dolco Packaging Corporation (a publicly held manufacturer), Liquor Barn (a publicly held retail chain), First Executive Corporation (a publicly held parent of Executive Life), Merksamer Jewelers (a large retail jewelry chain), DEP Corporation (a publicly held manufacturer), Westmoreland Coal Company (a publicly held energy company), with Mr. Tuchin, Barry's Jewelers (a publicly held jewelry chain), Matthews Studio Equipment Group (production equipment for the entertainment industry), Outsource International (temporary employment services), Sun World International (farming operations), Anacomp, Inc. (information, document storage and retrieval technology company), and Custom Food Products (specialty meat products). Mr. Bogdanoff was one of the primary attorneys representing Orange County, California in its Chapter 9 bankruptcy. His recent creditors' committee practice includes unsecured and secured bondholder groups in Pliant Corporation, Performance Transportation, ICO Global, Quokka Sports, Inc., ZiLOG, Inc. and National Energy & Gas Transmission, Inc. Mr. Bogdanoff has represented many acquirers, including Twentieth Century Fox, in connection with a variety of acquisitions (including the purchase of assets from Carolco and Marvel) and the GAP. He also represented the management team in connection with a management-led buyout of NorthFace in the Odyssey cases. His lender representations include Tennenbaum Capital Partners, LLC and Ableco Finance LLC. Mr. Bogdanoff is a member of the Board of Directors of the Financial Lawyers Conference of Los Angeles. Mr. Bogdanoff wrote the seminal article on asset sales in bankruptcy (published in the Business Lawyer) and his article regarding insolvency analysis was published in the Distressed Business & Real Estate Newsletter. Mr. Bogdanoff frequently lectures on bankruptcy-related topics. He has participated on panels for the American Bar Association, the Los Angeles County Bar Association, the State Bar of California, and the Financial Lawyers Conference of Los Angeles.

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Mr. Bogdanoff is a Fellow in the American College of Bankruptcy and was named one of the Outstanding Young Bankruptcy Lawyers of the Year in 2000 by Turnarounds and Workouts. He was also named in the K&A Restructuring Register as one of America's top 75 restructuring lawyers and one of the top 16 restructuring lawyers in California, the 2007 Century City Bankruptcy Lawyer of the Year, and is listed in The Best Lawyers in America, Chambers USA and Who's Who Legal (Insolvency & Restructuring), among other honors.

Jonathan S. Shenson is a member of KTBS. Mr. Shenson received his B.A. from the University of California, Santa Barbara in 1993, where he graduated first in his class in the economics department. Mr. Shenson received his J.D. from the University of California, Los Angeles in 1996. While at UCLA, he participated in the law school's Moot Court Honors Program and was a member of the Pacific Basin Law Journal. He served as a law clerk to the Honorable Edward D. Jellen, United States Bankruptcy Court for the Northern District of California, from 1996 to 1998. Mr. Shenson's practice includes representation of debtors, secured creditors (including debtor in possession lenders), committees, acquirers, and other parties in chapter 11 cases, out-ofcourt restructurings, work-outs, acquisitions and assignments for the benefit of creditors. Mr. Shenson has been involved in many chapter 11 cases. On the debtor side, Mr. Shenson has represented Assisted Living Concepts, Inc. (owner and operator of assisted living facilities), Paragon Steakhouse Restaurants, Inc. (owner and operator of steakhouses) and KeraVision (a developer and provider of non-laser vision correction product). On the creditor side, Mr. Shenson has represented the official committee of unsecured creditors' in MedPartners Provider Network, Inc. (a healthcare provider network) and Superior National Insurance Group, Inc. (a workers' compensation insurer) and secured creditors in InterDent, Inc. (a dental group management company), Global Health Sciences (a nutritional supplement company) and Remediation Capital Corporation (a remediation company). Mr. Shenson's practice also includes representation of agents and lenders, borrowers and other parties in a broad array of credit transactions, including syndicated, single-bank, secured, unsecured, senior and subordinated credits and credit enhancement facilities. Mr. Shenson has lectured on various topics related to bankruptcy law, including the fiduciary duties of officers and directors of distressed companies and real estate leases in bankruptcy. Most recently, Mr. Shenson served as a panelist at the American Bankruptcy Institute's 14th Annual Bankruptcy Battleground West on "The Business Bankruptcy Law 6 Months Later Has Anything Really Changed?" Mr. Shenson is admitted to practice law in the United States District Courts for the Northern, Eastern, Central and Southern Districts of California, as well as in the Ninth Circuit Court of Appeals. He is a member of the American Bankruptcy Institute, the Turnaround Management Association, the California Bar Association and the Financial Lawyers Conference.
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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

David M. Guess is an associate at KTBS. He graduated magna cum laude from UCLA with a B.A. in History and a B.A. in Slavic Languages and Literatures. Mr. Guess received his Juris Doctor from UCLA School of Law in 2005, where he graduated fourth in his class. He is a member of the Order of the Coif. During law school, he served as a Staff Member and, later, as an Editor of UCLA Law Review. Mr. Guess has served as a judicial extern to both the Honorable David G. Sills, Presiding Justice of the California Court of Appeal, Fourth District, Division Three, and to the Honorable Thomas B. Donovan, United States Bankruptcy Judge of the U.S. Bankruptcy Court for the Central District of California. After law school, Mr. Guess served as a law clerk to the Honorable Maureen A. Tighe, United States Bankruptcy Judge of the U.S. Bankruptcy Court for the Central District of California. He has also published two law review articles: "Exposing the Convert's Loophole: Postdischarge Conversion as an Abuse of the Bankruptcy Process" 2005 ANN. SURVEY BANKR .L. 505 (2005) and "Disregarding The Mona Lisa's Disappearing Mustache: An Analysis into the Increased Judicial Scrutiny of the Tax Treatment of Family Limited Partnership Interests", 32 W. ST. U. L. REV. 177 (2005). Mr. Guess is licensed to practice law in California, and is also a licensed real estate broker (California). He is admitted to practice before the United States District Courts for the Central, Eastern, Northern and Southern Districts of California.

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EXHIBIT 2 CURRENT RETENTION AGREEMENT BETWEEN DEBTORS AND KLEE, TUCHIN, BOGDANOFF & STERN 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 3 KLEE, TUCHIN, BOGDANOFF & STERN LLP RANGE OF GUIDELINE HOURLY RATES 2007 General Range of Rates Partners Associates Paralegals Partners Expected to be Most Active Lee R. Bogdanoff Jonathan S. Shenson Associates Expected to be Most Active David M. Guess Paralegals Expected to be Most Active Shanda D. Pearson $185 $295 $725 $540 $450 - $925 $295 - $395 $160

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