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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

LEE R. BOGDANOFF (State Bar No. 119542) JONATHAN S. SHENSON (State Bar No. 184250) DAVID M. GUESS (State Bar No. 238241) KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, California 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Proposed Bankruptcy Counsel for Debtors and Debtors In Possession Debtors' Mailing Address 3411 N. Perris Blvd. Perris, CA 92571 National R.V. Holdings, Inc.'s Tax I.D. #XX-XXX-1079 National R.V., Inc.'s Tax I.D. #XX-XXX-5022 UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation, Debtors. Case No.: 6:07-17941-PC Case No.: 6:07-17937-PC Chapter 11 EMERGENCY MOTION PURSUANT TO LOCAL BANKRUPTCY RULE 2081-1(b) FOR ORDER ESTABLISHING NOTICE PROCEDURES AND PERMITTING DEBTORS AND DEBTORS IN POSSESSION TO SERVE INSURED DEPOSITORY INSTITUTIONS BY FIRSTCLASS MAIL OR OVERNIGHT DELIVERY; MEMORANDUM OF POINTS AND AUTHORITIES Hearing Date: Time: Place: December 12, 2007 1:30 p.m. Courtroom 303 U.S. Bankruptcy Court 3420 Twelfth Street Riverside, CA 92501-3819

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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

TO THE HONORABLE PETER H. CARROLL, UNITED STATES BANKRUPTCY JUDGE, THE OFFICE OF THE UNITED STATES TRUSTEE, THE DEBTORS' TWENTY LARGEST UNSECURED CREDITORS, THE DEBTORS' SECURED CREDITORS; AND OTHER PARTIES ENTITLED IN INTEREST: National R.V. Holdings, Inc., and National R.V., Inc., the debtors and debtors in possession in the above-captioned cases (the "Debtors"), hereby move this Court, on an emergency basis pursuant to Local Bankruptcy Rule 2081-1(b), for the entry of an order establishing notice procedures for the Debtors' chapter 11 cases (the "Motion"). The facts and circumstances supporting this Motion are set forth in the Declaration of Thomas J. Martini in Support of First Day Motions, filed concurrently herewith and incorporated herein by this reference. The proposed procedures, described in detail below, will streamline the preparation and service of notices in these cases, thereby reducing costs to the Debtors' estates and facilitating Court review and resolution of matters arising in these cases. The relief

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requested in this Motion will dramatically reduce the burden, complication, delay, and cost to the Debtors' estates associated with administering these cases and providing notice of proceedings in these cases. WHEREFORE, to facilitate the efficient administration of these cases, and to reduce the significant costs, delays, and burdens that would be associated with providing notice of all matters in these cases to all creditors and serving every notice that is sent to a depository institution by certified mail rather than first-class mail or overnight delivery, the Debtors hereby respectfully request that the Court enter an order granting the relief requested herein. DATED: December 10, 2007 /s/ David M. Guess DAVID M. GUESS, an Attorney with KLEE, TUCHIN, BOGDANOFF & STERN LLP Proposed Bankruptcy Counsel for Debtors and Debtors in Possession

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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

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

The Debtors commenced these cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code on November 30, 2007 (the "Petition Date"). The Debtors filed these cases in order to conduct an orderly disposition of their assets, and to maximize the value of those assets for the benefit of the economic stakeholders of their estates. The Debtors' principal business is the manufacture and distribution of recreational vehicles ("RVs") throughout the United States and Canada. Since 1964, from their Perris, California facility, the Debtors have designed, manufactured, and marketed some of the industry's highest quality "Class A" gas and diesel RVs across several branded product lines, including Dolphin, Pacifica, Sea Breeze, Surf Side, Tradewinds, and Tropi-Cal. As of the Petition Date, the Debtors were the ninth largest manufacturer of "Class A" motor homes in the country. Prior to commencing these cases, the Debtors explored a variety of approaches to their continuing liquidity crisis, including a sale, a sale of certain underperforming assets, and the infusion of new equity capital. Despite many efforts, it became increasingly clear that the Debtors simply could not continue to operate for any extended period of time. As a result, the Debtors determined they had no choice other than to pursue an orderly liquidation of their assets. 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

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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

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

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. B. Proposed Notice Procedures (General).

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Bankruptcy Rule 2002(a) provides that, unless otherwise ordered under Bankruptcy Rules 2002(h), (i), (l), (p) and (q),2 notice of specified matters must be provided to all creditors. Other provisions of the Bankruptcy Code and the Bankruptcy Rules state that notice of specified matters must be given only to designated entities who are entitled to notice and to any other entities that the Court may direct. It would be impractical and would impose a large administrative and economic burden upon the Debtors' estates if the Debtors

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2

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. Bankruptcy Rules 2002(p) and (q) were added to Bankruptcy Rule 2002 pursuant to the Interim Amendments to the Federal Bankruptcy Rules.

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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

were required to mail notices of every matter in these cases to the thousands of parties listed on their creditor matrices. Until the Court approves these notice procedures, the Debtors' estates will incur significant and unnecessary costs associated with noticing thousands of persons of the numerous matters arising during the active early stages of this case. The earlier the Debtors can implement the notice procedures, the greater the savings to the Debtors' estates and their creditors. Accordingly, as permitted by Bankruptcy Rules 2002(i) and (m), the Debtors propose that the Court enter an order that, to the extent allowed, limits the parties upon whom the Debtors must serve notices in these cases. This order should also designate the manner of service regarding all matters for which the Bankruptcy Code and the Bankruptcy Rules authorize the Court to designate the manner of service, including matters subject to Bankruptcy Rules 2002(i), 4001, 6004, 6006, or 6007. It is well within the Court's authority to regulate notices and to approve the notice procedures proposed by the Debtors. Furthermore, these notice procedures will minimize administrative burdens in these cases without diminishing creditor participation. Specifically, the Debtors propose that notices regarding all matters or proceedings, other than the matters or proceedings referred to in Bankruptcy Rule 2002(a)(1), (4), (5), and (7) and (b), (d), and (f), need be served only upon the following parties: a. The Office of the United States Trustee, at the following address: Office of the U.S. Trustee Attn: Timothy J. Farris 3685 Main St. Suite 300 Riverside, CA 92501 Facsimile: (951) 276-6973 b. Counsel for any committee appointed under Bankruptcy Code

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section 1102 or, before and until the appointment of any such committee, each of the creditors that the Debtors, in compliance with Bankruptcy Rule 1007(d), included on their filed lists of twenty largest unsecured creditors, as those lists may be subsequently amended;
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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

c. addresses:

The Debtors' prepetition lender and its counsel at the following

Wells Fargo Bank, N.A. Attn: Charles F. Liles Wells Fargo Business Credit 400 Northridge Rd., Ste. 600 Atlanta, GA 30350 and Counsel to Wells Fargo, N.A. Attn: David B. Kurzweil, Esq. Greenberg Traurig, LLP The Forum, 3290 Northside Pkwy, Ste 400 Atlanta, GA 30327 Facsimile: (678) 553-2681 d. The Debtors and their proposed bankruptcy counsel at the

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following addresses: National R.V. Holdings, Inc. Attn: Thomas J. Martini 3411 N. Perris Blvd. Perris, CA 92571 Facsimile: (951) 943-8498 and Klee, Tuchin, Bogdanoff & Stern LLP Attn: David M. Guess 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Facsimile: (310) 407-9090 e. The Internal Revenue Service at the following address: Internal Revenue Service P.O. Box 21126 Philadelphia, PA 19114 f. Entities who file a request for special notice with the Court and

properly serve that request on the Debtors' proposed bankruptcy counsel; and

Motion to Establish Notice Procedures

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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

g.

Any entity against whom direct relief is sought, such as the non-

debtor party to an executory contract or unexpired lease that is being assumed or rejected or entities asserting interests in property being sold. Any of the entities listed above may request that notices be sent to a different address by both filing a request for change of address with the Court and properly serving that request on the Debtors' proposed bankruptcy counsel. Similarly, counsel for any of the entities listed above, if other counsel is substituted in their place, may report this substitution and request that notices be sent to the new counsel by both filing a request for address change with the Court and properly serving that request on the Debtors' proposed bankruptcy counsel. Unless otherwise required either by Bankruptcy Rule 7004(h) or by an order of this Court, all notices in these cases may be provided by first-class mail or overnight delivery. The limitation on notice proposed by this Motion does not apply to the matters or proceedings referred to in Bankruptcy Rule 2002(a)(1), (4), (5) and (7), and (b), (d), and (f). The Debtors will notify all known creditors that, unless a creditor or an interested party files and serves a request for special notice following the procedures set forth above, the creditor or interested party will only be provided with copies of those Court filings that are required to be served on all creditors under Bankruptcy Rule 2002(a)(1), (4), (5) and (7), and (b), (d), and (f). C. Proposed Manner Of Service (Insured Depository Institutions).

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Serving every notice on each depository institution entitled to notice by certified mail rather than first class mail also would impose a burden. As such, the Debtors seek

authorization to serve insured depository institutions by first-class or overnight delivery. Bankruptcy Rule 7004(h) states that service on an insured depository institution in a contested matter or adversary proceeding should be made by certified mail addressed to an officer of the institution unless, among other things, the court orders otherwise or the institution waives its entitlement to service by certified mail: Service on an insured depository institution . . . in a contested matter or adversary proceeding shall be made by certified mail addressed to an officer of the institution unless100280.1

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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

*** (2) the court orders otherwise after service upon the institution by certified mail of notice of an application to permit service on the institution by first class mail sent to an officer of the institution designated by the institution; or (3) the institution has waived in writing its entitlement to service by certified mail by designating an officer to receive service. Bankruptcy Rule 7004(h). This Motion will be served, by certified mail, on each of the insured depository institutions (collectively, the "Noticed Depository Institutions") that are listed on Exhibit 1 attached hereto, to the attention of an officer of such institution. As authorized by Bankruptcy Rule 7004(h)(2), the Debtors propose that the Court order that future service on the Noticed Depository Institutions may be made by first-class mail or overnight delivery. This order should further provide that notices may be sent to each of the officers of the Noticed Depository Institution listed in Exhibit 1 unless the particular Noticed Depository Institution designates another officer for service. The Debtors also propose that the order provide that, under Bankruptcy Rule 7004(h)(3), any entity that requests special notice in these cases and that considers itself to be an insured depository institution must designate an officer to receive service and that this request and designation constitutes a waiver of any entitlement to service by certified mail. D. Service Of This Motion.

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This Motion will be served by overnight delivery on each of the entities listed in Section B, above. This Motion will be served by both overnight delivery and certified mail on each of the Noticed Depository Institutions listed in Exhibit 1 hereto to the attention of the officers listed in Exhibit 1 hereto. The Debtors submit that the notice provided is appropriate under the circumstances.

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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

II. ARGUMENT A. The Bankruptcy Rules Authorize The Court To Regulate Notice Requirements.

The Bankruptcy Rules authorize this Court to regulate notice requirements. First, Bankruptcy Code section 102(1)(A) defines the phrase "after notice and a hearing" to mean after appropriate notice and an opportunity for a hearing. Bankruptcy Rule 9007 grants the Court general authority to regulate notices. Bankruptcy Rule 2002(m), which also gives the Court discretion to enter orders regulating notice, provides that the Court may designate the scope, form and manner of notices except as otherwise provided under the Bankruptcy Rules. The notice procedures outlined in this Motion comport with Bankruptcy Rule

2002(i), which specifically provides, in part, that notices of all matters should be provided to any official committees. The use of the notice procedures proposed by the Debtors is especially appropriate in cases of this size and magnitude, where providing notice of every matter to literally hundreds of entities would be unjustifiably burdensome and uneconomical. B. Bankruptcy Rule 7004(h) Authorizes the Court to Order that Future Service Be Made by First-Class Mail or Overnight Delivery.

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As discussed above, Bankruptcy Rule 7004(h) states that service on an insured depository institution in a contested matter or adversary proceeding should be made by certified mail addressed to an officer of the institution unless the court orders otherwise or the institution waives its entitlement to service by certified mail. The Debtors will serve, by certified mail, an officer of each of the Noticed Depository Institutions listed in Exhibit 1. As authorized under Bankruptcy Rule 7004(h)(2), the Debtors request that the Court order that future service on the Noticed Depository Institutions may be made by first-class mail or overnight delivery. This order should further provide that notices may be sent to each of the officers listed in Exhibit 1, unless the particular Noticed Depository Institution designates another officer for service. The Debtors also propose that the order provide that, under Bankruptcy Rule 7004(h)(3), any entity that requests special notice in these cases and that
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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

considers itself to be an insured depository institution must designate an officer to receive service and that this request and designation constitutes a waiver of any entitlement to service by certified mail. C. Court Approval Of This Motion Will Minimize The Administrative Burden That Would Otherwise Be Imposed Upon The Estates Without Diminishing Creditor Participation In These Cases.

As permitted by Bankruptcy Rules 2002(i), 2002(m), and 7004(h)(2) and (3), the Debtors have proposed to limit notice, designate the parties upon whom notice must be served, and establish the manner of service with respect to all matters for which the Bankruptcy Code and the Bankruptcy Rules authorize the Court to designate or limit the parties entitled to notice and the manner of service, including matters subject to Bankruptcy Rules 2002(i), 4001, 6004, 6006, or 6007. For the following reasons, the Debtors believe that it is necessary and appropriate to adopt the proposed procedures. First, providing notice of all matters in these cases to hundreds of persons would substantially delay the provision of notices in these cases, would place an enormous administrative burden on the Debtors' estates and would impede the consummation of transactions, negotiation of settlements, or the granting of other relief that may be advantageous to the estates and their creditors. Also, providing notice of all matters to hundreds of entities and serving all notices to depository institutions by certified mail, rather than first-class or overnight delivery, would unnecessarily increase the costs of administering these cases and, in many instances, actually delay service to these institutions. Finally, the Debtors' proposed notice procedure is well within the Court's authority to regulate notices and will mitigate the administrative burden that would otherwise be imposed upon the estates without diminishing creditor participation. D. Emergency Relief.

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Because the relief requested in this Motion will dramatically reduce the burden, complication, delay, and cost to the Debtors' estates associated with administering these cases and providing notice of proceedings in these cases, and because the Debtors are concurrently with this Motion seeking an emergency hearing to consider several other "first100280.1

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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

day" emergency matters, the Debtors have requested that this Motion also be heard on an emergency basis. The Debtors respectfully submit that the granting of the relief requested in this Motion on an emergency basis is reasonable and necessary under the circumstances. III. CONCLUSION WHEREFORE, to facilitate the efficient administration of these cases, and to reduce the significant costs, delays, and burdens that would be associated with providing notice of all matters in these cases to all creditors and serving every notice that is sent to a depository institution by certified mail rather than first-class mail or overnight delivery, the Debtors hereby respectfully request that the Court enter its order granting the relief requested herein.

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DATED: December 10, 2007

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

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EXHIBIT 1
CREDITOR NOTICE NAME ADDRESS 1 ADDRESS 2 CITY STATE ZIP COUNTRY

American Bank Note Company Bank Of America Bank Of America Bank Of America Bank Of America Specialty Group Bank Of Inverness Bank Of NY Bank Of The West Bank One Credit Co. Citibank, N.A. Commercial Bank Deutsche Bank Securities, Inc. GE CDF Great Southern Bank Huntington National Bank JP Morgan Chase Bank/ia Keybank N.A. M&T Bank National City Bank New Washington State Bank Onan Corporation PNC Bank, N.A. Scotia Bank Society National Bank State Street Bank And Trust Company Sterling Trust Company U.S. Bank N.A. UMB Bank, N.A. US Bank Ntl. Assoc. Wachovia Bank, N.A. Wells Fargo And Company Wells Fargo Bank, N.A.

Attn Branch Manager Attn Branch Manager Attn Tim Jones Attn Mike Smith Attn Landa Williams Attn Branch Manager Attn Branch Manager Attn Branch Manager Attn Branch Manager Attn Carolyn Trebus Attn Branch Manager Attn Lou Pagnotta Bank Of America Attn Branch Manager Attn Allan Burkhart Attn Arthur Daniel Attn Karen Bednarski Attn Branch Manager Attn Branch Manager Attn Branch Manager Bank Of America Attn Rob Hallowell, Supervisor Attn Branch Manager Dealer Finance Attn Paul Desharnais, Manager Attn Branch Manager Attn Securities Control Attn Jan Guzman, VP Attn Branch Manager Attn Victoria Suitewart Attn Branch Manager Attn Charles F. Liles

PO Box 1931 1355 Windward Concourse PO Box 53155 PO Box 60073 22840 Savi Ranch Parkway 320 South Hwy 41 One Wall Street 1450 Treat Blvd. 111 Monument Circle Suite 3800 Citibank Center B3 12 PO Box 700 1251 Ave. Of The Americas Lockbox 3413 PO Box 9009 7 Easton Oval Ea4 E78 14201 Dallas Pkwy, Suite 121 4900 Tiedeman Rd. 1 Fountain Plaza 8th Floor 6750 Miller Rd. Main Box 10 99337 Collections Center Dr 8800 Tinicum Blvd. 44 King Street West 10th Floor 800 Superior 7th Floor 1776 Heritage Dr. Matrix Capital Bank Trust Services 1555 N. Rivercenter Dr 928 Grand Blvd. 10800 NE 8th, Ste 900 1525 W. Wt Harris Blvd. 711 W. Broadway Mac #4016 015 Wells Fargo Business Credit

Ga7 903 04 29

Columbia Alpharetta Phoenix City of Industry Yorba Linda Inverness New York Walnut Creek Indianapolis Tampa Paris New York Chicago Springfield Columbus Dallas Brooklyn Buffalo Brecksville New Washington Chicago Philadelphia Toronto Cleveland North Quincy

TN GA AZ CA CA FL NY CA IN FL TN NY IL MO OH TX OH NY OH IN IL PA ON OH MA CO WI MO WA NC AZ GA

38402 30005 85072 91716 92887 34452 10286 94597 46206 33610 38242 10020 60693 65808 43219 75254 44144 14240 44141 47162 60693 19153 M5H 1H1 44114 02171 80202 53212 64106 98004 28262 85282 30350 Canada

6th Floor In1 0124

3413 Collection Center Dr.

IL Pay Off, Loc 7107

MS F6 F266 02 2

700 17th Street, Suite 100 Suite 302

Denver Milwaukee Kansas City Bellevue Charlotte Tempe Atlanta

400 Northridge Rd., Ste. 600