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 OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(a) AND 1107 AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER: (1) AUTHORIZING EMPLOYMENT OF KIBEL GREEN, INC. AS FINANCIAL AND MANAGEMENT CONSULTANT; AND (2) AUTHORIZING KIBEL GREEN, INC. TO DRAW DOWN ON CHAPTER 11 RETAINER No Hearing Required

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101881.1

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 27, 2007, the Debtors filed with the Court their Application of

Debtors and Debtors in Possession Pursuant to Bankruptcy Code Sections 327(a) and 1107 and Rule 2014 of the Federal Rules of Bankruptcy Procedure for Order: (1) Authorizing Employment of Kibel Green, Inc. as Financial and Management Consultant, and (2) Authorizing Kibel Green, Inc. to Draw Down on Chapter 11 Retainer (the "Application") and their Notice of Application of Debtors and Debtors in Possession Pursuant to Bankruptcy Code Sections 327(a) and 1107 and Rule 2014 of the Federal Rules of Bankruptcy Procedure for Order: (1) Authorizing Employment of Kibel Green, Inc. as Financial and Management Consultant, and (2) Authorizing Kibel Green, Inc. to Draw Down on Chapter 11 Retainer (the "Notice"). 4. The Application and the Notice are attached hereto as Exhibits A and B. The

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

Application and the Notice were served on all parties entitled to notice on December 27, 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., January 11, 2008). 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 January 11, 2008. As of January 14, 2008, I had not received any opposition to, or request for a hearing on, the Application. On January 14, 2008, I verified that no other members of KTB&S who are

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 14, 2008, I reviewed the docket for the Debtors' bankruptcy case 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 docket for the period from December 27, 2007 through January 14, 2008 is 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 14th day of January, 2008, at Los Angeles, California.

/s/ David M. Guess DAVID M. GUESS

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101881.1

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

EXHIBIT A

APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(a) AND 1107 AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER: (1) AUTHORIZING EMPLOYMENT OF KIBEL GREEN, INC. AS FINANCIAL AND MANAGEMENT CONSULTANT; AND (2) AUTHORIZING KIBEL GREEN, INC. TO DRAW DOWN ON CHAPTER 11 RETAINER

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

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 Proposed Bankruptcy Counsel for Debtors and Debtors In Possession Debtors' Mailing Address 3411 N. Perris Blvd. Perris, CA 92571 National R.V. Holdings, Inc.'s Tax I.D. #XX-XXX-1079 National R.V., Inc.'s Tax I.D. #XX-XXX-5022

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation, Debtors. Case No.: 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(a) AND 1107 AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER: (1) AUTHORIZING EMPLOYMENT OF KIBEL GREEN, INC. AS FINANCIAL AND MANAGEMENT CONSULTANT; AND (2) AUTHORIZING KIBEL GREEN, INC. TO DRAW DOWN ON CHAPTER 11 RETAINER; DECLARATION OF BRUCE C. CONKLIN, JR. IN SUPPORT THEREOF

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100431_3.DOC

No Hearing Required

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 90067-6049 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, 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"), hereby submit this application (the "Application") for an order authorizing and approving the retention of Kibel Green, Inc. ("KGI") as their financial and management consultant effective as of the commencement of these chapter 11 cases. In support of the Application, the Debtors rely on the accompanying Declaration of Bruce C. Conklin, Jr. (the "Conklin Declaration"). Notice of the Application was served in accordance with Local Bankruptcy Rule 2014-1(b)(2) & (3) and the Guidelines of the Office of the United States Trustee. In addition, the Debtors respectfully represent and show as follows: I. BACKGROUND The Debtors commenced these cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code on November 30, 2007 (the "Petition Date"). The Debtors filed these cases in order to conduct an orderly disposition of their assets, and to maximize the value of those assets for the benefit of the economic stakeholders of their estates. The Debtors' principal business is the manufacture and distribution of recreational vehicles ("RVs") throughout the United States and Canada. Since 1964, 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
100431.1

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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 90067-6049 TELEPHONE: (310) 407-4000

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

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 [Docket #18] (the "Martini Declaration").

In June 2006, National R.V., Inc. 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 United States District Court for the Central District of California, and is scheduled to go to trial in Riverside in January 2008. The Debtors believe that this action represents a valuable asset of the estates and are eager to proceed to trial.

100431_3.DOC

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 90067-6049 TELEPHONE: (310) 407-4000

II. RELIEF REQUESTED The Debtors wish to continue employing KGI in order to provide consulting services to the Debtors' board of directors and management in connection with the Debtors' liquidation. KGI's proposed services, and the relationship between the Debtors and KGI, are more fully set forth in the letter agreement between the Debtors and KGI, dated November 26, 2007, and attached to the Conklin Declaration as Exhibit 1 (the "KGI Agreement"). KGI is qualified to be retained by the Debtors for the purposes set forth herein. KGI is one of the leading management consulting firms in the western United States with extensive experience advising and managing underperforming and/or highly leveraged companies in transition and/or entering reorganization. Since 1984, KGI has advised over 1,400 clients from various industries, including retail, manufacturing, service, distribution, real estate, hospitality and finance. KGI's services include advising management with the development and

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

implementation of business plans and with negotiations with secured and unsecured creditors, securing debt or equity funding, and providing advice with regard to sales of assets. Beginning in September 1, 2006, the Debtors employed KGI in order to provide consulting services to the Debtors' board of directors and management in connection with the Debtors' efforts to improve their business and operational performance. Once a liquidation became inevitable, KGI's role changed to consulting the Debtors' in connection with the liquidation. To that end, KGI will provide the following services to the Debtors: (1) formulating financial, management and liquidating plans; (2) redesigning and modifying any necessary changes to any chapter 11 plans and disclosure statements, as appropriate; (3) assisting and/or preparing reports to be filed by the Debtors with the U.S. Trustee's office; and (4) otherwise assisting in such matters as will aid in accomplishing the foregoing. KGI's consultants have impressive educational backgrounds as well as extensive experience in corporate finance and operations.

A summary of the experience and

qualifications of those members of KGI who are expected to render services to the Debtors is attached to the Conklin Declaration as Exhibit 2.
100431_3.DOC

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 90067-6049 TELEPHONE: (310) 407-4000

III. PROPOSED COMPENSATION On or about September 1, 2006, KGI began providing services to the Debtors. In the period preceding the Petition Date (i.e., from September 1, 2006 to November 30, 2007), KGI received payments from the Debtors totaling $767,967, including a $170,000 prepetition retainer pursuant to the KGI Agreement. As of the Petition Date, $170,000 of the foregoing amounts remained on deposit as a retainer for services to be provided and expenses to be incurred in connection with these chapter 11 cases ("Chapter 11 Retainer"). The Chapter 11 Retainer serves as a security retainer to secure the payment of KGI's allowed fees and expenses. KGI 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 KGI expected to render services to the Debtors is attached to the Conklin Declaration as Exhibit 3. No compensation will be paid by the Debtors to KGI except as approved by the Bankruptcy Court. KGI 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 modified by interim compensation procedures approved by this Court. For as long as the Chapter 11 Retainer has not been exhausted, KGI 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. KGI will serve a copy of the Professional Fee Statement (without supporting documentation) to the Debtors' proposed bankruptcy counsel, Klee, Tuchin, Bogdanoff & Stern LLP, to counsel to the Debtors' prepetition secured lender, Wells Fargo, N.A, David Kurzweil, Esq., to counsel for the Official Committee of Unsecured Creditors, Hamid Rafatjoo, Esq., and on all parties entitled to special notice. The Professional Fee Statement will
100431_3.DOC

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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 90067-6049 TELEPHONE: (310) 407-4000

indicate that the supporting documentation can be obtained from KGI upon request. The Professional Fee Statement will state that KGI will draw on the Chapter 11 Retainer (i.e., withdraw from the Debtors' client trust account) the fees and costs incurred by KGI without further notice or hearing unless an objection is filed and served upon KGI within ten (10) days after service of the Professional Fee Statement. If no objection is timely filed and served, KGI requests that it be permitted to withdraw the requested compensation without further notice, hearing, or order. If an objection is timely filed and served, KGI will not withdraw the disputed amounts until this Court has resolved the objection. After exhausting the Chapter 11 Retainer, KGI 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, KGI will seek monthly compensation pursuant to such procedure. To the extent any fees or expenses paid to KGI are disallowed by this Court, KGI understands that such disallowed amounts may be ordered disgorged by KGI and returned to the Debtors. IV. NO ADVERSE INTERESTS / DISINTERESTEDNESS

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To the best of the Debtors' knowledge, except as it is or has been the financial and management consultant for the Debtors and except as otherwise set forth below and in the Conklin Declaration, KGI and all of its members and employees 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.
KGI has in the past represented Wells Fargo Business Credit in connection with matters wholly unrelated to its current representation. In addition, the Prepetition Loan Documents (as defined in the Martini Declaration) provide that the Debtors "covenant and agree to continue to
100431_3.DOC

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 90067-6049 TELEPHONE: (310) 407-4000

engage Kibel Green Inc. as a consultant on a basis reasonably satisfactory to [Wells Fargo]." KGI does not currently represented Wells Fargo Business Credit in any matter. The Debtors respectfully further submit that KGI'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 reduce the expenses of administering the estates. It would be wasteful and prohibitively expensive to require each of the Debtors to retain separate financial and management consultants. 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). National R.V. Holdings, Inc. is the corporate parent and 100% equity owner of National R.V., Inc.. 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 asserts liens against the assets of both estates. The proposed liquidation of the assets of both entities is part of a fully integrated transaction. KGI is not aware of conflict of interest that would prohibit the joint representation of these entities.2

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The following supplemental disclosures are made with respect to KGI's disinterestedness. References to KGI includes all of its members and employees who are expected to render services in these cases.
a. KGI is not and was not a creditor, an equity security holder, or an insider

of the Debtors; b. KGI is not and was not, within two years before the Petition Date, a

director, officer, or employee of the Debtors; and c. Pursuant to the Conklin Declaration, KGI has no interest materially

adverse to the interests of the estates or of any class of creditors or equity security

According to the books and records of the Debtors, there exist intercompany claims between National R.V., Inc. and National R.V. Holdings, Inc.. In essence, National R.V., Inc. and National R.V. Holdings, Inc. have separate functions, and they cross-charge each other to the extent that those functions benefit one other. Neither the Debtors nor KGI believe that this amounts to a conflict that would give rise to denial of this Application.

100431_3.DOC

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 90067-6049 TELEPHONE: (310) 407-4000

Presented By: /s/ David M. Guess DAVID M. GUESS, an Attorney with KLEE, TUCHIN, BOGDANOFF & STERN LLP Proposed Bankruptcy Counsel for Debtors and Debtors in Possession

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100431_3.DOC

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 90067-6049 TELEPHONE: (310) 407-4000

DECLARATION OF BRUCE C. CONKLIN, JR. 1. I am a Senior Managing Director of Kibel Green, Inc. ("KGI"), the proposed

financial and management consultant to the Debtors, which filed voluntary petitions for relief in the above-captioned cases on November 30, 2007 (the "Petition Date").3 2. KGI is one of the leading management consulting firms in the western United

States with extensive experience advising and managing underperforming and/or highly leveraged companies in transition and/or entering reorganization. Since 1984, KGI has advised over 1,400 clients from various industries, including retail, manufacturing, service, distribution, real estate, hospitality and finance. KGI's services include advising management with the development and implementation of business plans and with negotiations with secured and unsecured creditors, securing debt or equity funding, and providing advice with regard to sales of assets. 3. Beginning in September 1, 2006, the Debtors employed KGI in order to provide

12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
3

consulting services to the Debtors' board of directors and management in connection with the Debtors' efforts to improve their business and operational performance. Once a liquidation

became inevitable, KGI's role changed to consulting the Debtors' in connection with the liquidation. To that end, KGI will provide the following services to the Debtors: (1) formulating financial, management and liquidating plans; (2) redesigning and modifying any necessary changes to any chapter 11 plans and disclosure statements, as appropriate; (3) assisting and/or preparing reports to be filed by the Debtors with the U.S. Trustee's office; and (4) otherwise assisting in such matters as will aid in accomplishing the foregoing.

A summary of the

experience and qualifications of those members of KGI who are expected to render services to the Debtors is attached hereto as Exhibit 2.
4. KGI's proposed services and the relationship between the Debtors and KGI are

more fully set forth in the letter agreement between the Debtors and KGI, dated November 26, 2007 (the "KGI Agreement"), a copy of which is attached hereto as Exhibit 1. KGI will not

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

100431.1

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 90067-6049 TELEPHONE: (310) 407-4000

undertake responsibility for those aspects of matters that are not within the scope of its representation as set forth in the KGI Agreement without further Court order. 5. On or about September 1, 2006, KGI began providing services to the Debtors. In

the period preceding the Petition Date (i.e., from September 1, 2006 to November 30, 2007), KGI received payments from the Debtors totaling $767,967, including a $170,000 retainer pursuant to the KGI Agreement. As of the Petition Date, $170,000 of the foregoing amounts remained on deposit as a retainer for services to be provided and expenses to be incurred in connection with these chapter 11 cases ("Chapter 11 Retainer"). The Chapter 11 Retainer serves as a security retainer to secure the payment of KGI's allowed fees and expenses. 6. KGI 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 KGI expected to render services to the Debtors is attached hereto as Exhibit 3. No compensation will be paid by the Debtors to KGI except as approved by the Bankruptcy Court. 7. KGI proposes to draw its fees and expenses from the Chapter 11 Retainer on a

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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 modified by interim compensation procedures approved by this Court. For as long as the Chapter 11 Retainer has not been

exhausted, KGI 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. KGI will serve a copy of the Professional Fee Statement (without supporting documentation) to the Debtors' proposed bankruptcy counsel, Klee, Tuchin, Bogdanoff & Stern LLP, to counsel to the Debtors' prepetition secured lender, Wells Fargo, N.A, David Kurzweil, Esq., to counsel for the Official Committee of Unsecured Creditors, Hamid Rafatjoo,

100431.1

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 90067-6049 TELEPHONE: (310) 407-4000

Esq., and on all parties entitled to special notice. The Professional Fee Statement will indicate that the supporting documentation can be obtained from KGI upon request. 8. The Professional Fee Statement will state that KGI will draw on the Chapter 11

Retainer (i.e., withdraw from the Debtors' client trust account) the fees and costs incurred by KGI without further notice or hearing unless an objection is filed and served upon KGI within ten (10) days after service of the Professional Fee Statement. If no objection is timely filed and served, KGI requests that it be permitted to withdraw the requested compensation without further notice, hearing, or order. If an objection is timely filed and served, KGI will not withdraw the disputed amounts until this Court has resolved the objection. 9. After exhausting the Chapter 11 Retainer, KGI 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

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

procedure, KGI will seek monthly compensation pursuant to such procedure. To the extent any fees or expenses paid to KGI are disallowed by this Court, KGI understands that such disallowed amounts may be ordered disgorged by KGI and returned to the Debtors. 10. KGI utilizes a number of procedures to determine its relationships, if any, to parties

that may have connections to a case. Specifically, KGI uses computer programs to review its databases in order to discover relationships. KGI also routinely inquires of its professionals and employees whether any relationships exist that may escape scrutiny utilizing the computerized systems upon which the firm relies. 11. In the instant case, KGI 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 National R.V. Holdings, Inc. (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");
100431.1

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 90067-6049 TELEPHONE: (310) 407-4000

b.

the firm or any attorney thereof represented any of the Searched Parties

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 it is or has been the financial and

management consultant for the Debtors and except as set forth below, KGI and all of its members and employees 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. KGI has in the past represented Wells Fargo Business Credit in connection with

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100431.1

matters wholly unrelated to its current representation. KGI does not currently represented Wells Fargo Business Credit in any matter. In addition, the Prepetition Loan Documents (as defined in the Martini Declaration) provide that the Debtors "covenant and agree to continue to engage Kibel Green Inc. as a consultant on a basis reasonably satisfactory to [Wells Fargo]." 14. The Debtors are affiliates National R.V. Holdings, Inc. is the corporate parent and

100% equity owner of National R.V., Inc.. KGI is not aware of conflict of interest that would prohibit the joint representation of these entities. 15.

The following supplemental disclosures are made with respect to KGI's

disinterestedness. References to KGI includes all of its members and employees who are expected to render services in these cases:
a. KGI is not and was not a creditor, an equity security holder, or an insider of

the Debtors, except that KGI has previously rendered legal services to the Debtors for which it has been compensated, as disclosed above. b. KGI is not and was not, within two years before the Petition Date, a director,

officer, or employee of the debtor. c. KGI has no interest materially adverse to the interest of the estates or of any

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 90067-6049 TELEPHONE: (310) 407-4000

EXHIBIT 1 CURRENT RETENTION AGREEMENT BETWEEN DEBTORS AND KIBEL GREEN, INC.

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100431.1

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

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EXHIBIT 2 BIOGRAPHIES OF CERTAIN MEMBERS OF KIBEL GREEN, INC.

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100431.1

Exhibit A

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

STEPHEN J. GREEN, Co-Founder & President With more than 30 years of experience in business leadership, finance, operations, and turnaround management, Mr. Green is a nationally recognized authority in these fields. He cofounded Kibel Green in 1984 and continues to serve as its President. Known for his creative strategic thinking and strong leadership in assisting companies through periods of transition or turnaround, Mr. Green has led or participated in hundreds of operational transitions and major reorganizations, resulting in dramatic improvements to profitability and cash flow. He has also overseen numerous transactions involving acquisition, sale, or financing. Prior to co-founding Kibel Green, he served as President and led successful turnarounds at four mid market companies. Steve holds an MBA from the University of Southern California (USC) and a B.S. in business from Northeastern University. He serves on the Advisory Council to USC's Entrepreneurship Program and lectures at the USC graduate and undergraduate business schools. He is a frequent speaker on a variety of operational and financial topics. He also holds a California Real Estate Broker license. Steve is a past member and officer of Young Presidents' Organization (YPO) and a current member of World Presidents' Organization.

BRUCE C. CONKLIN, JR., Senior Managing Director Bruce Conklin brings to Kibel Green more than 30 years of experience in the business management, operations and turnaround industries. He specializes in full-service financial and operational consulting and interim management. He has served as Interim Chief Executive Officer and Chief Restructuring Officer for numerous companies in multiple industries, including wireless communications and construction machinery. He has also served as a consultant to executive management, performing strategic, operational and financial reviews, developing business plans and investment analyses, and implementing business transitions. Mr. Conklin has been with Kibel Green since 1992 and has participated in the operational and financial restructuring of over 50 companies. In this capacity, he has had extensive experience with debt and equity raising, secured and unsecured creditor negotiations, marketing and sales of assets, and Chapter 11 reorganizations and liquidations. Prior to joining Kibel Green, Mr. Conklin served as Chief Operating Officer and Chief Financial Officer for several real estate and manufacturing companies. He was also the Audit Manager for KPMG in their New York, Atlanta and Washington DC practices. Mr. Conklin is a Certified Public Accountant and holds a BS degree from Lehigh University in Bethlehem, Pennsylvania. Industry Experience: Manufacturing, Distribution, Retail, Wireless Communications, Computer Hardware/Software, Mining, Real Estate, Education, Financial Services, Healthcare, Restaurant, Media/ Communications, Transportation.
100431.1

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Exhibit A

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

WILLIAM M. RUSS, JR., Field Representative 28 years of experience in bankruptcy with Debtors-in-Possession, Official Committees of Unsecured Creditors, and Court Appointed Receiverships, and with particular expertise in:

Litigation support in the form of limited fraud audits, voidable transfer analysis, and analysis of Debtor/Creditor disputes Full-charge bookkeeping Management of Debtor's business operations Reconstruction of Debtor's financial affairs Preparation of financial projections used in Cash Collateral Motions Preparation of financial justifications for Plans and Disclosure Statements Claims analysis for Trustees through examination of the Debtor's Record, creditor resolution, or through claim process objections Assistance for Debtors-in-Possession with reorganization and emergence from bankruptcy

SAMPLE MATTERS

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100431.1

In the Amir Shokrian and the Amilex Property and Finance cases, I conceptualized a joint venture arrangement for the construction of a building in Beverly Hills that solved the problems of a least two and possibly three bankruptcies and resolved claims of a financial institution, the general contractor and sub-contractors between themselves and the debtor. In the Robert Gary Nelms' case, I had the operational responsibility of collecting a real estate portfolio of mortgage loans where the mortgage company was itself in bankruptcy and some of the borrowers elected bankruptcy as an alternative while the lenders were pursuing litigation against the Bankruptcy Trustee in Bankruptcy Court. Although the Co-Petro Marketing Group case was primarily centered upon defrauded investors by the use of futures of "Cash Forward Delivery Contracts," I reconstructed many evidentiary elements of this scheme by piecing together at least fifteen bank accounts with information from deposit slips, fragmentary investor receipts, bank statements, contracts and checks. I acted as a witness against the principals in a criminal trial and the results of my investigation lead to the trustee obtaining a civil judgment against them in Bankruptcy Court. At the outset of this case, I managed three car washes and one service station that were additional assets of this case. In the Wolfe and Vine case, I analyzed the various component a secured creditor preference action in which the trustee ultimately prevailed. In the C&C Boats, Inc., matter, I negotiated many of the secured loans directly with the lenders or their attorneys on behalf of the debtor in preparation for the debtor filing a Plan of Arrangement and emerging from bankruptcy. In the Certified Appliance Distributor, Inc. case, I became involved as the managing consultant for the debtor to wind down the business operations in an orderly fashion paying the secured creditor in full and proceeding to liquidate the balance of the assets for distribution to creditors. Ultimately, I became a co-trustee with the chairman of the creditor's committee under a liquidating trust arrangement approved by the court to process claims and pay other creditors.

Exhibit A

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

EXHIBIT 3 KIBEL GREEN, INC. RANGE OF GUIDELINE HOURLY RATES 2007 Professionals Expected to be Most Active Steve Green Bruce C. Conklin, Jr. William Russ, Jr. Other Consultants $550 $495 $350 $295 - $495

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100431.1

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

Exhibit A

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

EXHIBIT B

NOTICE OF APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(a) AND 1107 AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER: (1) AUTHORIZING EMPLOYMENT OF KIBEL GREEN, INC. AS FINANCIAL AND MANAGEMENT CONSULTANT; AND (2) AUTHORIZING KIBEL GREEN, INC. TO DRAW DOWN ON CHAPTER 11 RETAINER

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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 Proposed Bankruptcy Counsel for Debtors and Debtors In Possession Debtors' Mailing Address 3411 N. Perris Blvd. Perris, CA 92571 National R.V. Holdings, Inc.'s Tax I.D. #XX-XXX-1079 National R.V., Inc.'s Tax I.D. #XX-XXX-5022

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation, Debtors. Case No.: 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC NOTICE OF APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(a) AND 1107 AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER: (1) AUTHORIZING EMPLOYMENT OF KIBEL GREEN, INC. AS FINANCIAL AND MANAGEMENT CONSULTANTS; AND (2) AUTHORIZING KIBEL GREEN, INC. TO DRAW DOWN ON CHAPTER 11 RETAINER No Hearing Required

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100432.1

Exhibit B

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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 UNITED STATES BANKRUPTCY JUDGE; THE OFFICE OF THE UNITED STATES TRUSTEE; COUNSEL FOR THE OFFICIAL COMMITTEE OF 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-captioned cases (the "Debtors"), have filed an application with this Court for an order authorizing the employment of Kibel Green, Inc. ("KGI") as their financial and management consultants effective as of the commencement of these chapter 11 cases; and (2) authorizing KGI to draw down on the remaining portion of its prepetition chapter 11 retainer (the "Application"). PLEASE FURTHER TAKE NOTICE that a copy of the Application may be obtained by contacting Klee, Tuchin, Bogdanoff & Stern LLP ("KTB&S") at 1999 Avenue of the Stars, 39th Floor, Los Angeles, California, Attn: David M. Guess, Telephone: (310) 407-4000,

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Facsimile: (310) 407-9090. As set forth in the Application, the Debtors propose to retain KGI on an hourly basis, at the rates set forth in Exhibit 3 to the Application (the ranges for which are $295 to $550). The funds to compensate KGI will derive from a chapter 11 retainer of

approximately $170,000 and either cash collateral or advances under a future 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 (1) KTB&S (at the address indicated above), (2) Kibel Green, Inc. at 1 Park Plaza, #600, Irvine, CA 92614, Fax: (949) 852-0217, and (3) the Office of the United States Trustee at 3685 Main St. Suite 300, Riverside, CA (951) 276-6973, not later than 15 days from the date of service of this Notice. DATED: December 27, 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 92501, Fax:

100432.1

Exhibit B

Exhibit B

Exhibit B

Exhibit B

Exhibit B

Exhibit B

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

EXHIBIT C

DOCKET OF IN RE NATIONAL R.V. HOLDINGS, INC., 6:07-17941-PC FROM DECEMBER 27, 2007 TO JANUARY 14, 2008

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Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

Exhibit C

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-5061 (310) 407-4000

PROOF OF SERVICE I declare that I am over eighteen years of age and that I am not a party to this action. My business address is 1999 Avenue of the Stars, Thirty-Ninth Floor, Los Angeles, California 90067-6049. On January 14, 2008, I served a true and correct copy of the following document(s) on the parties indicated on the attached list by using the method indicated below: DECLARATION OF DAVID M. GUESS RE: NON-OPPOSITION TO APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(a) AND 1107 AND RULE 2014 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE FOR ORDER: (1) AUTHORIZING EMPLOYMENT OF KIBEL GREEN, INC. AS FINANCIAL AND MANAGEMENT CONSULTANT; AND (2) AUTHORIZING KIBEL GREEN, INC. TO DRAW DOWN ON CHAPTER 11 RETAINER By Facsimile Machine: I personally caused the above-referenced document(s) to be transmitted to the person(s) and at the telecopy number(s) indicated on the attached list. I confirmed that the intended recipient received the transmission either: By reviewing the transmission report(s) that the facsimile machine generated; or By contacting the recipient(s) by telephone at the telephone number(s) number indicated on the attached list. By Electronic Mail: The above-referenced documents were transmitted to the persons at the email addresses indicated on the attached list. By First-Class Mail: I am readily familiar with the business practice of collection and processing of correspondence for mailing with the United States Postal Service. I know that the document(s) listed above was deposited with the United States Postal Service on the same day this declaration was executed in the ordinary course of business. I know that the above-referenced document(s) were placed into the envelopes, the envelopes were sealed and addressed as set forth on the attached list and, with postage thereon fully prepaid, the envelopes were placed for collection and mailing on this date, following ordinary business practices, in the United States mail at Los Angeles, California. By Overnight Courier: I caused the above-referenced document(s) to be delivered by overnight courier service for delivery as indicated on the attached list.\ I declare that I am a member of the bar of this Court and that this declaration was executed at Los Angeles, California on January 14, 2008. I declare under penalty of perjury that the foregoing is true and correct. /s/ David M. Guess David M. Guess

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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-5061 (310) 407-4000

SERVICE LIST

Office of the United States Trustee Office of the U.S. Trustee Attn: Timothy J. Farris, Esq. 3685 Main St. Suite 300 Riverside, CA 92501 Timothy.J.Farris@usdoj.gov

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