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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 APPLICATION OF DEBTORS AND DEBTORS IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTIONS 327(e), 328(a), 1107, AND 1108, AND FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014 FOR ORDER AUTHORIZING EMPLOYMENT OF O'MELVENY & MYERS LLP AS SPECIAL LITIGATION COUNSEL AND APPROVING CONTINGENCY FEE COMPENSATION ARRANGEMENTS; DECLARATION OF WALLACE M. ALLAN IN SUPPORT THEREOF No Hearing Required

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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(e), 328(a), 1107, and 1108, and Federal Rule of Bankruptcy Procedure 2014(a), National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-captioned cases (the "Debtors"), hereby apply to this Court for entry of an order: (1) authorizing the employment of O'Melveny & Myers LLP ("OMM") as their special litigation counsel effective as of the November 30, 2007 (the "Petition Date") pursuant to the terms and conditions set forth in the engagement letter between OMM and the Debtors ("Letter Agreement"), which is attached as Exhibit 1 to the Declaration of Wallace M. Allan (the "Allan Declaration"); (2) approving the compensation of OMM for its services as special litigation counsel pursuant to the contingent fee compensation arrangements set forth in the Letter Agreement; and (3) approving OMM's employment pursuant to the standards set forth in Bankruptcy Code section 328(a) (the "Application"). In support of the Application, the Debtors submit the accompanying Allan 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 support of the Application, 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, 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
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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

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 Litigation (as defined below); (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

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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], on file with the Court.

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

II. THE NEED FOR SPECIAL COUNSEL Commencing in April 2006, the Debtors' business suffered a major blow when it turned out that there was a serious defect in fiberglass sidewall material supplied by Crane Composites, Inc. ("Crane"). This defective material affected over 70 of the Debtors' RVs (the "Kemlite Problem"). The Kemlite Problem had a significant negative effect on the Debtors' profitability and liquidity, as the Debtors absorbed costs relating to the Kemlite Problem and carried the burden of extra inventory while the affected units were repaired and ultimately sold at significant discounts. The Kemlite Problem also caused the Debtors to lose market share, and undercut the Debtors' dramatic recovery that it achieved in the fourth quarter of 2005 and the first quarter of 2006. In June 2006, NRV commenced a multi-million dollar lawsuit against Crane and its parent company (Crane Co.) for breach of contract, breach of warranty, misrepresentation and other causes of action (the "Kemlite Litigation"). 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 Judge Larson on December 3, 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. To date, the Debtors have been represented in this action by OMM. The Debtors wish to employ OMM as their special litigation counsel in connection with the estates' continued prosecution of National R.V., Inc. v. Crane Co., et al. (Case No. EDCV06-0083 SGL PJWX) (the "Kemlite Litigation"), effective as of the Petition Date. As discussed below, OMM is extraordinarily well qualified to represent the Debtors in the Kemlite Litigation. The Debtors believe that the only way they can fully maximize their recovery on the Kemlite Litigation is through the continued representation of OMM.

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

III. QUALIFICATIONS OF SPECIAL COUNSEL The Debtors are fortunate to have retained OMM, a law firm with more than 1,200 lawyers in 13 offices worldwide. OMM's over 500 litigation attorneys are involved in matters across the country in courts at all levels of both the state and federal systems. Its cases range from international commercial arbitrations to intellectual property disputes, from state law product liability class actions to Federal Trade Commission antitrust challenges, from criminal defense to federal regulatory work and almost everything in between. It has been the recipient of numerous awards over the years: In the 2006 BTI Consulting Group Client Service Survey of more than 150 Fortune 1000 companies, O'Melveny received top honors for understanding its clients' businesses. For producing "exceptional results in groundbreaking cases," the firm was recognized in the January 2004 issue of The American Lawyer as the "Litigation Department of the Year." OMM's lawyers are consistently listed as top practitioners in Chambers and other authoritative guides. The OMM team is led by Daniel Petrocelli, a nationally renowned litigation attorney and one of the best in the country. Mr. Petrocelli is perhaps best known for his work in the 1997 wrongful death civil suit against O.J. Simpson, in which he won an $8.5 million compensatory damage verdict, as well as $25 million in punitive damages, on behalf of the Goldman family in spite of Simpson's 1995 acquittal in the related 1994 criminal murder case. He has had many litigation successes both before and after that matter. Mr. Petrocelli is Chair of OMM's General Trial and Litigation Practice and a member of The American Lawyer's 2004 "Litigation Department of the Year." In addition to Mr. Petrocelli, the OMM attorneys on the Kemlite Litigation team are experienced, well-known, and highly-effective litigators, many of whom are also members of The American Lawyer's 2004 "Litigation Department of the Year." A summary of the experience and qualifications of those members of the Kemlite Litigation team is attached

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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 Allan Declaration as Exhibit 2. OMM began representing Debtors in March 2006 in the Kemlite Litigation. Since then, it has vigorously represented the Debtors, uncovering key documents, eliciting key admissions from Crane's employees during the discovery process, defending NRV in the discovery process, and retaining and working with expert witnesses. OMM also has prevailed in the motion practice in the Debtor's case, litigating numerous discovery issues, summary judgment motions, and motions in limine in anticipation of trial. IV. EMPLOYMENT AND COMPENSATION By this Application, the Debtors seek entry of an Order pursuant to Bankruptcy Sections 327(e) and 328(a) approving the employment and compensation of OMM as special litigation counsel to the Kemlite Litigation pursuant to the terms of the Letter Agreement. See Exhibit 1 to Allan Declaration. OMM has specifically agreed to represent the Debtors through the trial (including a motion for new trial or a motion for judgment notwithstanding the verdict). In addition, OMM has agreed to continue to represent the Debtors on an agreed-upon hourly rate basis in the event there is an appeal from a judgment in favor of the Debtors. In the event the Debtors appeal from a judgment in favor of the defendants, the Debtors may, but are not required to, retain OMM on a mutually agreed-upon hourly rate basis. A list of the guideline hourly rates for those members of OMM expected to render services to the Debtors is attached to the Allan Declaration as Exhibit 3. OMM will not undertake responsibility for those aspects of matters that are not within the scope of its representation as set forth in the Letter Agreement without further order of this Court. Moreover, OMM shall not represent the Debtors in

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conducting these bankruptcy cases, including, but not limited to, assisting in formulating a plan, assisting in carrying out required investigations, examining the validity of liens and claims, collecting the assets of the estates, or otherwise assisting with the administration of the cases. Consistent with the foregoing, should the need arise, the Debtors may request that OMM undertake specific matters beyond the limited scope of the responsibilities set forth in the Letter Agreement. Should OMM agree in its discretion to undertake any such specific matters, the

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

Debtors will seek further order of this Court. A. Fees and Costs Through the Trial and All Post-Trial Motions.

The Debtors request that OMM specifically be employed pursuant to Bankruptcy Code section 328(a), which provides that the Debtors may employee attorneys "on any reasonable terms and conditions of employment, including . . . on a contingent fee basis." 11 U.S.C. 328(a). Contingent fee compensation arrangements based upon a percentage of a litigation recovery have become commonplace in bankruptcy cases. See, e.g., In re Lytton's, 832 F.2d 395 (7th Cir. 1988); In re Merry-Go-Round Enterprises, Inc., 2000 Bankr. LEXIS 48, at *51-52 (Bankr. D. Md. Jan. 27, 2000); In re Malcon Developers, Inc., 138 B.R. 677 (Bankr. N.D.N.Y. 1992); In re Yablon, 136 B.R. 88, 90-91 (Bankr. S.D.N.Y. 1992); In re Knudsen Bros. Dairy, Inc., 24 B.R. 418 (Bankr. D. Conn. 1982); In re James Calvin Belk Constr. Co., Inc., 11 B.R. 56, 60 (Bankr. N.D. Miss. 1981). Pursuant to the Letter Agreement and this Application, the Debtors propose that OMM receive contingent fees equal to a percentage of each amount recovered by the estate from the defendants in the Kemlite Litigation, after deducting out of any recovery1 any unpaid amounts for other charges, costs and disbursements that the Debtors owe to OMM for charges, costs, consultant and expert fees and disbursements associated with the Kemlite Litigation advanced by OMM on behalf of the Debtors. Specifically, the Debtors propose that OMM receive 33.3% of the first $10 million of any recovery that the Debtors obtain in the Kemlite Litigation plus 15% of any recovery in excess of $10 million, with OMM's fees on any recovery by the Debtors of $10 million or less to be limited to OMM's actual fees billed subsequent to October 1, 2007.2

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For purposes of this contingent fee arrangement, the term "recovery" means the total value of any compensation or consideration, whether in the form of cash or otherwise, obtained by the Debtors or any of its affiliates, subsidiaries, control persons, or assignees (or any entity owned or controlled by any of them) at any time in the future as a direct or indirect result of all litigation or other proceedings relating to the Kemlite Litigation, or settlement thereof. Pursuant to the Letter Agreement, in the event that OMM is required, for any reason, to pay back or otherwise return any payments received by OMM from the Debtors prior to November 30, 2007, then the final fee to which OMM shall be entitled under the Letter Agreement shall be increased by the amount of any such repayment or returned amount.

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

In addition to the contingent fees described in the preceding paragraph, the Debtors propose, without application to or further order of the Court, to reimburse OMM as frequently as once each month for the costs and expenses incurred by OMM in connection with the upcoming trial and its representation in this matter (the "OMM Expenses"), which costs are to be subject to a final approval pursuant to Bankruptcy Code section 330, after exhaustion of the postpetition Costs Retainer (defined below). OMM estimates that its costs through the end of trial in the Kemlite Litigation will be approximately $200,000. Thus, by this Application, the Debtors request authority to remit to OMM a retainer in the amount of $200,000 to cover the OMM Expenses; OMM will deposit such retainer in a segregated interest bearing account, and will draw down on such retainer on a monthly basis to reimburse OMM for the OMM Expenses (the "Costs Retainer"). (The Debtors intended to fund this retainer before the Petition Date but were unable to make arrangements to do so). Pursuant to Bankruptcy Code section 105(a) and section 107(b), and Rule 9018 of the Federal Rules of Bankruptcy Procedure, the Debtors request that OMM be authorized to file its monthly costs statements with the Court under seal. OMM and the Debtors are concerned that public disclosure of OMM's costs in advance of and during the trial could have a material and negative effect on the outcome of the trial. The Debtors and OMM, however, are willing to allow parties in interest, including the United States Trustee, to review such monthly costs statements upon execution of acceptable confidentiality agreements.3 As soon as the trial is complete and the jury has rendered its verdict, to the extent that such disclosure will not prejudice the Debtors with respect to any post-trial motions or any potential appeal of the verdict, the Debtors and OMM agree that OMM will cease to file its monthly costs reports under

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To the extent that the procedure proposed above is inconsistent with the procedure outlined in Local Bankruptcy Rule 5003-2(d), the Debtors seek relief from that local rule. OMM proposes to draw its fees from the above-described postpetition retainer substantially 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. OMM shall only deviate from this procedure where necessary to preserve the confidentiality of information that may have a material and negative effect on the outcome of the trial.

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seal, and will instead file them publicly.4 B. Fees and Costs Arising from any Appeal.

As noted above, OMM has agreed to continue to represent the Debtors on an agreed-upon hourly rate basis in the event there is an appeal from a judgment in favor of the Debtors. In the event the Debtors appeal from a judgment in favor of the defendants, the Debtors may, but are not required to, retain OMM on a mutually agreed-upon hourly rate basis. A list of the guideline hourly rates for those members of OMM expected to render services to the Debtors is attached to the Allan Declaration as Exhibit 3. Subject to the terms of the Letter Agreement, OMM has agreed to accept as compensation for its services such sums as may be allowed by this Court in accordance with applicable law. No additional compensation will be paid by the Debtors to OMM except as approved by the Bankruptcy Court. OMM proposes to draw its fees and expenses first from the remaining balance of the Costs Retainer in accordance with any orders of this Court and the procedures described herein. After exhausting the Costs Retainer, OMM will receive payment for additional OMM Expenses pursuant to invoices submitted on a monthly basis under seal. To the extent any fees or expenses paid to OMM are disallowed by this Court, OMM understands that such disallowed amounts may be ordered disgorged by OMM and returned to the Debtors. If so ordered, OMM is financially capable of returning any amounts that OMM has received. C. Standard of Employment.

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Following the conclusion of the litigation prosecuted by OMM, the Debtors propose that OMM file a final application requesting approval of its contingent fees, hourly fees, and accounting for all of its expense reimbursements; provided, however, that pursuant to the Order requested pursuant to this Application, the Court's review of such application be limited to the narrow standard set forth in the last sentence of Bankruptcy Section 328(a). See 11 U.S.C.

Should OMM and the Debtors conclude that the monthly costs reports still need to be filed under seal through the post-trial and/or appellate stage of the Kemlite Litigation, OMM shall at that point file a declaration to this effect with the Court.

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328(a) (court may allow different compensation from the terms and conditions previously approved, only "if such terms and conditions prove to have been improvident in light of developments not capable of being anticipated at the time of the fixing of such terms and conditions"); 11 U.S.C. 330(a) (award of compensation following notice to parties in interest is, inter alia, subject to Bankruptcy Code section 328). The Letter Agreement specifically provides that OMM is to be employed by the Debtors pursuant to Bankruptcy Code section 328(a) and the standards enunciated therein. The contingent fee arrangement between OMM and the Debtors is relatively new. Prior to September 2007, OMM represented the Debtors on a standard hourly fee basis. In September 2007, however, in light of the Debtors' financial problems, OMM agreed to convert its standard hourly fee arrangement with the Debtors to a modified contingent fee agreement. (At this point in time, OMM was completely unaware that the Debtors were about to file bankruptcy.) As such, prior to the Petition Date, the Debtors paid OMM for all of its fees and expenses incurred through September 2007 on a monthly basis. Moreover, all invoices were paid on a regular and timely basis in the ordinary course of the Debtors' business. Specifically, between March 2006 and the Petition Date, the Debtors paid OMM a total of $2,094,445.60 in attorneys' fees, and $198,507.78 for the reimbursement of OMM's expenses (i.e., those litigation costs, such as expert witness fees, that the Debtors did not pay directly to the vendors). The contingent fee arrangement is effective as of October 2007. As such, except to the extent provided in the Letter Agreement, it is anticipated that OMM's compensation will exclusively derive from the Debtors' recovery from the Kemlite Litigation. However, the Debtors remain obligated to reimburse OMM on a current basis for the OMM Expenses. As such, the Debtors owed OMM

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approximately $51,373.48 for costs incurred by OMM in the month of October 2007. The Debtors timely reimbursed OMM for these costs prior to the Petition Date. The Debtors owed OMM $26,641.90 for costs incurred by OMM in the month of November 2007 (the "OMM Claim"). However, the Debtors failed to pay this amount prior to the Petition Date. As such, OMM holds a prepetition claim against the Debtors. As explained in Section V, the existence of the OMM Claim is not an impediment to the Debtors' ability to employ the firm as special

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

counsel pursuant to Bankruptcy Code section 327(e) for the limited purposes set forth herein. V. OMM DOES NOT HOLD OR REPRESENT ANY INTEREST ADVERSE TO THE DEBTORS OR THEIR ESTATES WITH RESPECT TO THE MATTERS IN WHICH OMM IS TO BE EMPLOYED To the best of the Debtors' knowledge, except as disclosed in the Allan Declaration and below, OMM and its professionals do not represent or hold any interest adverse to the Debtors or their estates with respect to the specific matters for which it is to be employed, and thus may be employed by the Debtors as special litigation counsel pursuant to 11 U.S.C. 327(e), which provides that the Debtors "may employ for a specified special purpose, other than to represent the [Debtors] in conducting the cases, an attorney that has represented the Debtors, if in the best interest of the estates, and if such attorney does not represent or hold any interest adverse to the Debtor or to the estate with respect to the matter on which such attorney is to be employed." 11 U.S.C. 327(e) (emphasis added). As disclosed above, OMM is a prepetition unsecured creditor of the Debtors to the extent that OMM incurred costs payable by the Debtors prior to the Petition Date and was not reimbursed by the Debtors. This, however, does not disqualify OMM from employment as special labor counsel. "[A] claim for pre-petition fees will not, as a general matter, disqualify special counsel under Section 327(e)." In re EBW Laser, Inc., 333 B.R. 351, 359 (Bankr. M.D.N.C. 2005). "Section 327(e) contains less restrictive requirements than Section 327(a) which governs the employment of general counsel as there is no requirement of disinterestedness." In re Film Ventures Int'l, Inc., 75 B.R. 250, 252 (9th Cir. B.A.P. 1987). If anything, the fact that OMM has a prepetition unsecured claim will provide a further incentive to OMM to excel in the Kemlite Litigation. The more successful that OMM is in the Kemlite Litigation, the more likely OMM is to recover on its prepetition claim.5
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OMM's proposed representation is unlike that of bankruptcy counsel or that of financial advisor. The Debtors propose to retain OMM to bring money into the estates, not to adjust debtor-creditor relationships. As such, OMM's prepetition claim is immaterial to its proposed representation, and should not be a basis for disqualifying OMM from being retained as the Debtors' special litigation counsel.

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Notwithstanding the above, OMM undertook to determine whether it has any other conflicts or other relationships that might bear on its retention. To the best of The Debtors' knowledge, based upon the accompanying Allan Declaration, except as they are or have been the attorneys for the Debtors and except as otherwise set forth below and in the Allan Declaration, OMM 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 with respect to the Kemlite Litigation or otherwise 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. OMM currently represents and previously represented Wells Fargo Bank, N.A., ("Wells Fargo"), the Debtors' prepetition secured lender, in matters unrelated to these cases and the Kemlite Litigation. OMM is adverse to Wells Fargo and to entities related to Wells Fargo in matters unrelated to these cases and the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. OMM previously represented the law firm of Heller Ehrman LLP ("Heller"), the Debtors' proposed special labor and corporate counsel, in a matter unrelated to these cases and to the Kemlite Litigation. This engagement was not a material component of OMM's representations. OMM also currently represents and previously represented a party adverse to a party represented by Heller. OMM currently represents a party adverse to a party represented by Klee, Tuchin, Bogdanoff & Stern LLP ("Klee"), the Debtors' proposed bankruptcy counsel, in a matter unrelated to these cases and to the Kemlite Litigation. This engagement does not comprise a material component of OMM's representations. OMM previously represented Xerox Corporation ("Xerox"), from whom the Debtors lease copiers, and entities related to Xerox, in matters unrelated to these cases and to the Kemlite Litigation. OMM is and previously was adverse to Xerox and entities related to Xerox,

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in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. OMM previously represented the State of California, the beneficiary of certain security posted by the Debtors to secure their workers' compensation liabilities, in matters unrelated to these cases and to the Kemlite Litigation. OMM is and previously was adverse to the State of California. These engagements do not comprise a material component of OMM's

representations. OMM currently represents and previously represented a party adverse to a party represented by Baker & McKenzie LLP ("Baker"), a creditor holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. engagements do not comprise a material component of OMM's representations. OMM is currently adverse to Dell Marketing L.P, ("Dell"), a creditor holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's These

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representations. OMM is currently adverse to Dell USA L.P., creditor holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. OMM currently represents Intermec Technologies Corp. ("Intermec"), a creditor holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's

representations. OMM is and previously was adverse to entities related to Lumbermen's Underwriting Alliance ("Lumbermen's"), a creditor holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. OMM previously represented entities related to Lumbermen's in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations.

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OMM currently represents and previously represented entities related to Sterling Trust Company ("Sterling"), a creditor holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. OMM is currently adverse to entities related to Matrix Capital Bank Trust Services ("Matrix"), a creditor holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. OMM previously represented entities related to Matrix in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. OMM is currently adverse to entities related to Aegis Financial Corporation ("Aegis"), an equity security beneficiary of NRVH, in matters unrelated to these cases and to the Kemlite Litigation. OMM previously represented an entity related to Aegis in a matter unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. OMM is currently adverse to Dimensional Fund Advisors, Inc. ("Dimensional"), an equity security beneficiary of NRVH, in a matter unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's

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representations. OMM currently represents and previously represented FMR Corp. ("FMR"), an equity security beneficiary of NRVH, in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. OMM currently represents entities related to Bank of America ("BOA"), a creditor holding an unsecured claim against NRV, in matters unrelated to these cases and to the Kemlite Litigation. OMM is currently adverse to BOA in unrelated matters. These engagements do not comprise a material component of OMM's representations. OMM currently represents Blue Cross of California ("Blue Cross"), a creditor holding an unsecured claim against NRV, in matters unrelated to these cases and to the Kemlite Litigation.

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OMM is currently adverse to Blue Cross in an unrelated matter. These engagements do not comprise a material component of OMM's representations. OMM currently represents Southern California Edison ("SCE"), a creditor holding an unsecured claim against NRV, in matters unrelated to these cases and to the Kemlite Litigation. OMM also is currently adverse to SCE in unrelated matters. comprise a material component of OMM's representations. The Debtors respectfully further submit that OMM'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 will help to protect attorney/client communications between OMM and the Debtors and will 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 These engagements do not

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6

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. Simply put, OMM is not aware of conflict of interest that would prohibit the joint representation of these entities.6 Aside from the representations described above, OMM does not hold or represent an interest adverse to these chapter 11 estates or the Kemlite Litigation, except that OMM was employed by the Debtors prior to the Petition Date as allowed by section 1107(b) of the Bankruptcy Code, and OMM does not have any connection either with the Debtors, their

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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DECLARATION OF WALLACE M. ALLAN I, Wallace M. Allan, declare as follows: 1. I am a partner in the law firm of O'Melveny & Myers LLP ("OMM"), proposed

special litigation counsel to National R.V. Holdings, Inc., a Delaware corporation, and National R.V., Inc., a California corporation, (the "Debtors"), which filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code on the Petition Date.6 2. On November 30, 2007, OMM and the Debtors entered into an agreement

whereby OMM would represent the Debtors pursuant to the contingent fee compensation arrangements set forth in the November 30, 2007 engagement letter (the "Letter Agreement"), which is attached hereto as Exhibit 1. 3. OMM is a law firm with more than 1,200 lawyers in 13 offices worldwide.

OMM's over 500 litigation attorneys are involved in matters across the country in courts at all levels of both the state and federal systems. Its cases range from international commercial arbitrations to intellectual property disputes, from state law product liability class actions to Federal Trade Commission antitrust challenges, from criminal defense to federal regulatory work and almost everything in between. It has been the recipient of numerous awards over the years: In the 2006 BTI Consulting Group Client Service Survey of more than 150 Fortune 1000 companies, O'Melveny received top honors for understanding its clients' businesses. For producing "exceptional results in groundbreaking cases," the firm was recognized in the January 2004 issue of The American Lawyer as the "Litigation Department of the Year." OMM lawyers are consistently listed as top practitioners in Chambers and other authoritative guides

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

100284.6

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2.

The OMM team is led by Daniel Petrocelli, a nationally renowned litigation

attorney and one of the best in the country. Mr. Petrocelli is perhaps best known for his work in the 1997 wrongful death civil suit against O.J. Simpson, in which he won an $8.5 million compensatory damage verdict, as well as $25 million in punitive damages, on behalf of the Goldman family in spite of Simpson's 1995 acquittal in the related 1994 criminal murder case. He has had many litigation successes both before and after that matter. Mr. Petrocelli is Chair of OMM's General Trial and Litigation Practice and a member of The American Lawyer's 2004 "Litigation Department of the Year." In addition to Mr. Petrocelli, the OMM attorneys on the Kemlite Litigation team are experienced, well-known, and highly-effective litigators, many of whom are also members of The American Lawyer's 2004 "Litigation Department of the Year." A summary of the experience and qualifications of those members of the Kemlite Litigation team is attached hereto as Exhibit 2. 3. OMM began representing Debtors in March 2006 in the Kemlite Litigation. Since

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then, it has vigorously represented the Debtors, uncovering key documents, eliciting key admissions from Crane's employees during the discovery process, defending NRV in the discovery process, and retaining and working with expert witnesses. OMM also has prevailed in the motion practice in the Debtor's case, litigating numerous discovery issues, summary judgment motions, and motions in limine in anticipation of trial. 4. OMM has specifically agreed to represent the Debtors through the trial (including

a motion for new trial or a motion for judgment notwithstanding the verdict). In addition, OMM has agreed to continue to represent the Debtors on an agreed-upon hourly rate basis in the event there is an appeal from a judgment in favor of the Debtors. In the event the Debtors appeal from a judgment in favor of the defendants, the Debtors may, but are not required to, retain OMM on a mutually agreed-upon hourly rate basis. A list of the guideline hourly rates for those members of OMM expected to render services to the Debtors is attached hereto as Exhibit 3. OMM will not undertake responsibility for those aspects of matters that are not within the scope of its representation as set forth in the Letter Agreement without further order of this Court. Moreover, OMM shall not represent the Debtors in conducting these bankruptcy cases,

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including, but not limited to, assisting in formulating a plan, assisting in carrying out required investigations, examining the validity of liens and claims, collecting the assets of the estates, or otherwise assisting with the administration of the cases. OMM will not undertake responsibility for those aspects of matters that are not within the scope of its representation as set forth in the Letter Agreement without further order of this Court. Moreover, OMM shall not represent the Debtors in conducting these bankruptcy cases, including, but not limited to, assisting in formulating a plan, assisting in carrying out required investigations, examining the validity of liens and claims, collecting the assets of the estates, or otherwise assisting with the administration of the cases. Consistent with the foregoing, should the need arise, the Debtors may request that OMM undertake specific matters beyond the limited scope of the responsibilities set forth in the Letter Agreement. Should OMM agree in its discretion to undertake any such specific matters, the Debtors will seek further order of this Court. 5. Pursuant to the Letter Agreement and this Application, OMM is to receive

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contingent fees equal to a percentage of each amount recovered by the estate from the defendants in the Kemlite Litigation, after deducting out of any recovery7 any unpaid amounts for other charges, costs and disbursements that the Debtors owe to OMM for charges, costs, consultant and expert fees and disbursements associated with the Kemlite Litigation advanced by OMM on behalf of the Debtors. Specifically, the Debtors propose that OMM receive 33.3% of the first $10 million of any recovery that the Debtors obtain in the Kemlite Litigation plus 15% of any recovery in excess of $10 million, with OMM's fees on any recovery by the Debtors of $10 million or less to be limited to OMM's actual fees billed subsequent to October 1, 2007.8

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For purposes of this contingent fee arrangement, the term "recovery" means the total value of any compensation or consideration, whether in the form of cash or otherwise, obtained by the Debtors or any of its affiliates, subsidiaries, control persons, or assignees (or any entity owned or controlled by any of them) at any time in the future as a direct or indirect result of all litigation or other proceedings relating to the Kemlite Litigation, or settlement thereof. Pursuant to the Letter Agreement, in the event that OMM is required, for any reason, to pay back or otherwise return any payments received by OMM from the Debtors prior to November 30, 2007, then the final fee to which OMM shall be entitled under the Letter Agreement shall be increased by the amount of any such repayment or returned amount.

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6.

OMM seeks to be paid on a monthly basis for the costs and expenses incurred by

OMM pursuant to the Letter Agreement. OMM agrees that its costs are to be subject to a final approval pursuant to Bankruptcy Code sections 328(a) and 330, after exhaustion of the postpetition Costs Retainer (defined below). OMM estimates that its costs through the end of trial in the Kemlite Litigation will be approximately $200,000. Thus, by this Application, the Debtors request authority to remit to OMM a retainer in the amount of $200,000 to cover the OMM Expenses; OMM will deposit such retainer in a segregated interest bearing account, and will draw down on such retainer on a monthly basis to reimburse OMM for the OMM Expenses (the "Costs Retainer"). (The Debtors intended to fund this retainer before the Petition Date but were unable to make arrangements to do so). 7. OMM is concerned that public disclosure of its costs in advance of and during the

trial could have a material and negative effect on the outcome of the trial. OMM, however, is willing to allow parties in interest, including the United States Trustee, review such monthly costs statements upon execution of acceptable confidentiality agreements.9 As soon as the trial is complete and the jury has rendered its verdict, to the extent that such disclosure will not prejudice the Debtors with respect to any post-trial motions or any potential appeal of the verdict, OMM agrees that it will cease to file its monthly costs reports under seal, and will instead file them publicly. 10 8. As noted above, OMM has agreed to continue to represent the Debtors on an

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agreed-upon hourly rate basis in the event there is an appeal from a judgment in favor of the Debtors. In the event the Debtors appeal from a judgment in favor of the defendants, the Debtors may, but are not required to, retain OMM on a mutually agreed-upon hourly rate basis.

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OMM proposes to draw its fees from the above-described postpetition retainer substantially in accordance with the procedure set forth in Section II.B. of the Compensation Guide promulgated by the Office of the United States Trustee. OMM shall only deviate from this procedure where necessary to preserve the confidentiality of information that may have a material and negative effect on the outcome of the trial. Should OMM and the Debtors conclude that the monthly costs reports still need to be filed under seal through the post-trial and/or appellate stage of the Kemlite Litigation, OMM shall at that point file a declaration to this effect with the Court.

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A list of the guideline hourly rates for those members of OMM expected to render services to the Debtors is attached hereto as Exhibit 3. 9. Subject to the terms of the Letter Agreement, OMM has agreed to accept as

compensation for its services such sums as may be allowed by this Court in accordance with applicable law. No additional compensation will be paid by the Debtors to OMM except as approved by the Bankruptcy Court. 10. OMM proposes to draw its fees and expenses first from the remaining balance of

the Costs Retainer in accordance with any orders of this Court and the procedures described herein. After exhausting the Costs Retainer, OMM will receive payment for additional OMM Expenses pursuant to invoices submitted on a monthly basis under seal. To the extent any fees or expenses paid to OMM are disallowed by this Court, OMM understands that such disallowed amounts may be ordered disgorged by OMM and returned to the Debtors. If so ordered, OMM is financially capable of returning any amounts that OMM has received. 11. Following the conclusion of the trial in the Kemlite Litigation, which is estimated

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to be completed within three months, OMM will file a final application requesting approval of its contingent fees, hourly fees, and will account for all of its expense reimbursements. 12. The Letter Agreement specifically provides that OMM is to be employed by the

Debtors pursuant to Bankruptcy Code sections 327(e) and 328(a) and the standards enunciated therein. 13. The contingent fee arrangement between OMM and the Debtors is relatively new.

Prior to September 2007, OMM represented the Debtors on a standard hourly fee basis. In September 2007, however, in light of the Debtors' financial problems, OMM agreed to convert its standard hourly fee arrangement with the Debtors to a modified contingent fee agreement. (At this point in time, OMM was completely unaware that the Debtors were about to file bankruptcy.) As such, prior to the Petition Date, the Debtors paid OMM for all of its fees and expenses incurred through September 2007 on a monthly basis. Moreover, all invoices were paid on a regular and timely basis in the ordinary course of the Debtors' business. Specifically, between March 2006 and the Petition Date, the Debtors paid OMM a total of $2,094,445.60 in

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

attorneys' fees, and $198,507.78 for the reimbursement of OMM's expenses (i.e., those litigation costs, such as expert witness fees, that the Debtors did not pay directly to the vendors). The contingent fee arrangement is effective as of October 2007. As such, except to the extent provided in the Letter Agreement, it is anticipated that OMM's compensation will exclusively derive from the Debtors' recovery from the Kemlite Litigation. However, the Debtors remain obligated to reimburse OMM on a current basis for the OMM Expenses. As such, the Debtors owed OMM approximately $51,373.48 for costs incurred by OMM in the month of October 2007. The Debtors timely reimbursed OMM for these costs prior to the Petition Date. The Debtors owed OMM $26,641.90 for costs incurred by OMM in the month of November 2007 (the "OMM Claim"). However, the Debtors failed to pay this amount prior to the Petition Date. As such, OMM holds a prepetition claim against the Debtors. As explained in Section V, the existence of the OMM Claim is not an impediment to the Debtors' ability to employ the firm as special counsel pursuant to Bankruptcy Code section 327(e) for the limited purposes set forth herein. 14. OMM utilizes a number of procedures to determine its relationships, if any, to

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parties that may have connections in a case. Specifically, OMM uses computer programs to review its databases in order to discover relationships. OMM 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. 15. In the instant case, OMM focused its inquiry on ascertaining whether: the firm or any attorney thereof currently represents or otherwise currently has a relationship with any person or entity contained 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"); a. the firm or any attorney thereof represented any of the Searched Parties

during the past year during that year; or

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b. 16.

the firm derived significant revenue from any of the Searched Parties.

Based on the preceding review, I do not believe that OMM or its professionals

represent or hold any interest adverse to the Debtors or their estates with respect to the Kemlite Litigation. 17. OMM currently represents and previously represented Wells Fargo Bank, N.A.,

("Wells Fargo"), the Debtors' prepetition secured lender, in matters unrelated to these cases and the Kemlite Litigation. OMM is adverse to Wells Fargo and to entities related to Wells Fargo in matters unrelated to these cases and the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. 18. OMM previously represented the law firm of Heller Ehrman LLP ("Heller"), the

Debtors' proposed special labor and corporate counsel, in a matter unrelated to these cases and to the Kemlite Litigation. This engagement was not a material component of OMM's

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representations. OMM also currently represents and previously represented a party adverse to a party represented by Heller. 19. OMM currently represents a party adverse to a party represented by Klee, Tuchin,

Bogdanoff & Stern LLP ("Klee"), the Debtors' proposed bankruptcy counsel, in a matter unrelated to these cases and to the Kemlite Litigation. This engagement does not comprise a material component of OMM's representations. 20. OMM previously represented Xerox Corporation ("Xerox"), from whom the

Debtors lease copiers, and entities related to Xerox, in matters unrelated to these cases and to the Kemlite Litigation. OMM is and previously was adverse to Xerox and entities related to Xerox, in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. 21. OMM previously represented the State of California, the beneficiary of certain

security posted by the Debtors to secure their workers' compensation liabilities, in matters unrelated to these cases and to the Kemlite Litigation. OMM is and previously was adverse to the State of California. These engagements do not comprise a material component of OMM's representations.

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22.

OMM currently represents and previously represented a party adverse to a party

represented by Baker & McKenzie LLP ("Baker"), a creditor holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. engagements do not comprise a material component of OMM's representations. 23. OMM is currently adverse to Dell Marketing L.P, ("Dell"), a creditor holding an These

unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's

representations. 24. OMM is currently adverse to Dell USA L.P., creditor holding an unsecured claim These

against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. engagements do not comprise a material component of OMM's representations. 25.

OMM currently represents Intermec Technologies Corp. ("Intermec"), a creditor

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holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. 26. OMM is and previously was adverse to entities related to Lumbermen's

Underwriting Alliance ("Lumbermen's"), a creditor holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. OMM previously represented entities related to Lumbermen's in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's

representations. 27. OMM currently represents and previously represented entities related to Sterling

Trust Company ("Sterling"), a creditor holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. 28. OMM is currently adverse to entities related to Matrix Capital Bank Trust

Services ("Matrix"), a creditor holding an unsecured claim against NRVH, in matters unrelated to these cases and to the Kemlite Litigation. OMM previously represented entities related to

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Matrix in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. 29. OMM is currently adverse to entities related to Aegis Financial Corporation

("Aegis"), an equity security beneficiary of NRVH, in matters unrelated to these cases and to the Kemlite Litigation. OMM previously represented an entity related to Aegis in a matter unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's representations. 30. OMM is currently adverse to Dimensional Fund Advisors, Inc. ("Dimensional"),

an equity security beneficiary of NRVH, in a matter unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's

representations. 31. OMM currently represents and previously represented FMR Corp. ("FMR"), an

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equity security beneficiary of NRVH, in matters unrelated to these cases and to the Kemlite Litigation. These engagements do not comprise a material component of OMM's

representations. 32. OMM currently represents entities related to Bank of America ("BOA"), a creditor

holding an unsecured claim against NRV, in matters unrelated to these cases and to the Kemlite Litigation. OMM is currently adverse to BOA in unrelated matters. These engagements do not comprise a material component of OMM's representations. 33. OMM currently represents Blue Cross of California ("Blue Cross"), a creditor

holding an unsecured claim against NRV, in matters unrelated to these cases and to the Kemlite Litigation. OMM is currently adverse to Blue Cross in an unrelated matter. These engagements do not comprise a material component of OMM's representations. 34. OMM currently represents Southern California Edison ("SCE"), a creditor holding

an unsecured claim against NRV, in matters unrelated to these cases and to the Kemlite Litigation. OMM also is currently adverse to SCE in unrelated matters. These engagements do not comprise a material component of OMM's representations.

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35.

The Debtors respectfully further submit that OMM'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 will help to protect attorney/client communications between OMM and the Debtors and will 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. 36. 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. Simply put, OMM is not aware of conflict of interest that would prohibit the joint representation of these entities.1 37. Aside from the representations described above, OMM does not hold or represent

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an interest adverse to these chapter 11 estates or the Kemlite Litigation, except that OMM was employed by the Debtors prior to the Petition Date as allowed by section 1107(b) of the Bankruptcy Code, and OMM does 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, or with the United States Trustee or any person employed in the Office of the United States Trustee.

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.

10

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EXHIBIT 1 CURRENT RETENTION AGREEMENT BETWEEN DEBTORS AND O'MELVENY & MYERS LLP

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100284_6.DOC

EXHIBIT 3

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

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EXHIBIT 2 BIOGRAPHIES OF CERTAIN MEMBERS OF O'MELVENY & MYERS LLP

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Daniel Petrocelli, a partner in OMelveny & Myers LLPs Century City office, has a national trial practice representing clients in major litigation in a wide variety of areas, including entertainment, intellectual property, unfair competition, business torts, securities, employment law, and criminal defense. Daniel is Chair of the firms General Trial and Litigation Practice, a member of the firms Policy Committee, and a member of The American Lawyers 2004 Litigation Department of the Year.
Daniel is a frequent national commentator on trials and other legal issues, as well as a featured speaker on legal issues at business groups, bar and judges associations, and citizens groups. Education Southwestern University, J.D., 1980: magna cum laude, first in class; Editor-inChief, Southwestern University Law Review University of California at Los Angeles, B.S., 1976: cum laude

Partner Office
1999 Avenue of the Stars 7th Floor Los Angeles, CA 90067-6035

Telephone (310) 246-6850


Facsimile (310) 246-6779

EMail
.d P etr Oc ellV 0 m m.com

Professional Activities Admitted, California Admitted to Practice, U.S. District Court, Central and Northern Districts of California; U.S. District Court, District of Colorado; U.S. Court of Appeals, Ninth Circuit; U.S. Supreme Court Member, Trial Advocacy Board, ABA Litigation Section; Board of Trustees, Southwestern University School of Law; Board of Directors, The Alliance for Childrens Rights; Los Angeles County Bar Association, Antitrust and Unfair Competition Sections; American Bar Association, Litigation Section and Corporate Counsel Committee; California Bar Association, Antitrust and Unfair Competition Sections; Association of Business Trial Lawyers Author, Outside the Courtroom, Beyond a Reasonable Doubt, Larry King, Phoenix Books (2006); Effective Witness Preparation, California Litigation (Spring 1999); Triumph of Justice: The Final Judgment on the Simpson Saga, Random House (1998); Opening Statements under California Law, Los Angeles Lawyer (March 1989) Recipient, Southwestern University Alumnus of the Year; Century City Bar Association Litigator of the Year; Malibu Bar Association Trial Lawyer of the Year; San Diego Trial Lawyers Association Trial Lawyer of the Year; one of Los Angeles Top 50 Litigators by the Los Angeles Business Journal; one of the Lawyers of the Year by California Lawyer; named a Super Lawyer in a survey conducted by Law & Politics Media Inc. and published in Los Angeles magazine

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Tad Allan is a partner in OMelveny & Myers Los Angeles office and a member of the Class Actions, Mass Torts, and Aggregated Litigation Practice. Tad joined the firms Washington office in 1981, where he worked on a large class action suit alleging a common defect in millions of automobiles manufactured over several years. After moving to the firms Los Angeles office in 1982, Tad expanded on this experience by developing a practice that emphasizes representation of automobile and aircraft manufacturers.

Tad represents a domestic automobile manufacturer in a number of cases involving disputes between the manufacturer and its dealers. He also has experience in air crash litigation representing the manufacturer of a wide-body commercial airliner. He has assisted airlines in their relations with the FAA by auditing their operations for compliance with applicable regulations.

Partner Office
400 South Hope Street Los Angeles, CA 90071-2899

Tads practice, however, is not limited to the automobile and aircraft industries. He has worked on several large complex securities fraud cases and a landmark case in which the firm defended a county in lawsuits brought by some 240 homeowners claiming damages caused by a massive rock landslide.
Education George Washington University, J.D., 1981 University of California at Berkeley, BA., 1976 Professional Activities Admitted, California

Telephone (213) 430-6670 Facsimile

(213) 430-6407

E-Mail
tallan@omm.com

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Robert C. Welsh is a partner in OMelveny & Myers Century City office, a member of The American Lawyers 2004 Litigation Department of the Year, and a member of the General Trial and Litigation practice. He focuses on civil litigation concentrating In the areas of copyright, trademark, unfair competition, publicity rights, and entertainment. Bobs key professional accomplishments include a successful appeal before the Second Circuit Court of Appeals resulting in decision of first impression establishing synchronization rights for sound recording copyright owners; successful appeal before the Ninth Circuit Court of Appeals resulting in a decision holding that swap meet owners may be liable for contributory and vicarious copyright infringement for sale of counterfeit recordings; successful representation of record companies in a federal court suit for contributory copyright and trademark infringement resulting in a $7.1 million verdict; successful representation of a trade association of record companies in anti-piracy and anti-counterfeiting litigation and as amicus in various state and federal jurisdictions (for which he received an honorary gold record from the Recording Industry Association of America). Bob also has significant trial experience representing entertainment companies, record companies, booksellers, apparel manufacturers and others in state and federal courts. Prior to practicing law, Bob was a professor of Political Science at the University of California at Los Angeles. Telephone (310) 2466712 Facsimile (310) 2466779 Education University of California at Los Angeles, J.D., 1987 University of California at Santa Barbara, Ph.D., 1980 University of California at Santa Barbara, B.A., 1969 Professional Activities Admitted, California Member, American Bar Association; Los Angeles County Bar Association; Association of Business Trial Lawyers; California State Bar, Intellectual Property Section Author, Are Non-Competition Clauses Kaput? National Law Journal (2000); Safe Harbors For Online Service Providers, California Lawyer (March 1999); Vicarious Triumphs, Los Angeles Daily Journal (April 27, 1995); Reconsidering the Constitutional Relationship Between State and Federal Courts: A Critique of Michigan v. Long, Notre Dame Law Review (1984); Whose Federalism? The Burger Courts Treatment of State Civil Liberties Judgments, Hastings Constitutional Law Quarterly (1978); Interrogational Rights: Reflections on Miranda, Southern California Law Review (1978); Reconsidering the Constitutional Common Law, Harvard Law Review (1978); Up From Calandra, the Exclusionary Rule as a Constitutional Right, Minnesota Law Review (1974) Co-Author, Protecting Products That Go Hollywood, California Lawyer (March 2004); Litigating Raiding Cases in California, P11 Seminar, Corporate Raiding (2001); Selected Topics in California Trade Secret Litigation, PU Seminar, Corporate Raiding (2000); Squat Squash: Curtailing Domain-Name Sales, Los Angeles Daily Journal (Jan. 23, 1997); For Names Sake, Los Angeles Daily Journal (Feb. 27, 1997); Protecting Trade Secrets, Avoiding High-Tech Espionage, and Advising Tech Employers, California Lawyer (June 1997); After Quality King v. LAnza, Can a Copyright Owner Still Restrict Unauthorized Importation of Copyrighted Articles Manufactured Abroad? New Matter (Spring 1998); Maintaining
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Control: Protecting Your Companys Trade Secrets, Computing & Communications Law & Protection Report (May 1998) Co-Chair, Practising Law Institutes Annual Panel Corporate Raiding: Handling, Preventing and Litigating the Theft of Corporate Employees and Information Assistant Professor, UCLA, Department of Political Science, Constitutional Law and American Judicial Process (1977-1987)

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Matt Kline is a counsel in OMelveny & Myers LLPs Century City office and a member of the General Trial and Utigation Practice. Matt has experience litigating and trying complex cases. Matts trial work includes:

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Telephone (310) 246-6840 Facsimile (310) 246-6779

Defending a Fortune 500 bookseller against a group of independent booksellers challenging our clients business model in one of the only antitrust cases ever tried under the Robinson-Patman Act. Matts work included all the major brief writing, working with expert witnesses, and assisting in the preparation of opening statements and witness examinations. The trial ended after one week in what was labeled by the national press as a complete surrenders by plaintiffs. Defending a Fortune 500 energy company in a series of lawsuits, arising out of investments its subsidiaries made in Myanmar (Burma). Matts work included drafting various appellate briefs (including before the U.S. and California Supreme Courts), and drafting all the major briefs in connection with a bench trial, in which our client prevailed, on alter-ego issues. Matt worked extensively developing the facts in the case, working closely with experts, and assisting in the preparation of opening and closing statements for trial. OMelvenys work on this case was featured in the American Lawyer article naming the firm the 2004 Litigation Department of the Year. Defending Jeffrey Skilllng, the former CEO of Enron, in his criminal trial and on appeal. Matts work, as primary brief writer for the team, was featured in the Houston Chronicle. Matt was also the lead associate preparing Mr. Skilling to testify. Matt assisted on all aspects of the trial, from argument to witness examination, and he is currently working on Mr. Skillings appeal.
In addition to his trial work, Matt has: Defended a worldwide apparel company against libel and trademark actions in cases that not only resulted in victory for our client, but in being awarded its fees and costs. Defended a major television studio in a first-of-its-kind copyright class action involving the use of music on television. Handled a number of smaller matters (including transactional work), ranging from arbitrations, to plaintiffs cases, to the acquisition of a familyowned company, to the general representation of a video game maker and a renowned music video director. Matt has worked extensively on appellate and pro bono matters during his tenure at OMelveny. He has argued various matters In state, federal, trial, and appellate courts, as well as in front of arbitration panels. Matts pro bono work has been recognized by the Legal Aid Foundation of Los Angeles. Matt has also been asked to teach and speak at several law schools, including UCLA, USC, UC Berkeley, Southwestern, and the University of Richmond. Matts talks have covered various topics, including the Robinson-Patman Act; alter-ego, agency, and other theories of inter-corporate liability; the Alien Tort Statute and related international and constitutional law topics; and various aspects of white-collar criminal practice. Matt attended law school at UC Berkeleys Boalt Hall School of Law, where he graduated in the top five of his class and served as Editor in Chief of the California Law Review. After law school, Matt served as law clerk for the Honorable Edward R. Becker, then-Chief Judge of the United States Court of Appeals for the Third Circuit.
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Matt is currently serving as a Staff Member on the National War Powers Commission. This Commission, which is sponsored by the Miller Center at the University of Virginia, is being co-chaired by former Secretaries of State Warren Christopher and James Baker III. Matt is married to Ashley Kline. They have a son, Wyatt. Education University of California at Berkeley, J.D.: Order of the Coif; Editor-in-Chief, California Law Review; Moot Court Advocacy Award; Articles Editor, AfricanAmerican Law and Policy Report; Member, Berkeley Technology Law Journal; Teaching Assistant for Contracts and Constitutional Law University of California at Santa Barbara, BA.: College Honors (bestowed upon the 20 seniors with the highest grades in a class of 3,500); University Service Award (awarded in recognition of four years of service and scholarship); May Company Award (fellowship for senior honors thesis research); Founder and Editorin-Chief, Catalyst: The UCSB Undergraduate Creative Works Publication Professional Activities Law Clerk, Honorable Edward R. Becker, Chief Judge, U.S. Court of Appeals, Third Circuit Judicial Extern, Honorable J. Anthony Kline, Presiding Justice, California Court of Appeals Intern, Felony I Investigator, District of Columbia Public Defender Service Admitted, California Author, The Line Item Veto Case and the Separation of Powers, 88 Calif. L. Rev. 181 (2000); Mainstream Loudoun v. Bd. of Trustees of the Loudoun County Ubrary, 14 Berk. Tech. L.J. 347 (1999) Awards, Named a Rising Star in a survey conducted by Law & Politics Media Inc. and published in Los Angeles magazine (2005, 2006, 2007) Staff Member, National War Powers Commission Member, Pacific Council on International Policy

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David Kirman is an associate in OMelveny & Myers LLPs Century City office and a member of the General Trial and Litigation Practice. Education University of California at Berkeley, iD.: Managing Editor, California Law Review; Editor, Berkeley Journal of International Law United States Military Academy at West Point, 8.S.: Deans List Professional Activities Law Clerk, Honorable Robert J. Timlin, U.S. District Court, Central District of California Admitted, California Admitted to Practice, U.S. District Court, Central District of California Military Service, U.S. Army, Captain (1996-2001)

Associate Office
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Lindsay Welch is an associate in OMelveny & Myers LLPs Los Angeles office and a member of the General Trial and Litigation Practice. Education University of California at Los Angeles, J.D.: Editor, UCLA Law Review; Senior Editor, UCLA Law Review University of California at Los Angeles, B.A., Political Science: cum laude University of Exeter, England, Government/Politics Professional Activities Admitted, California

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Jessica L. Stebbins is an associate in OMelveny & Myers LLPs Century City office and a member of the General Trial and Litigation practice group. Education Yale University, J.D.: Coker Fellow, Contracts Cambridge University, M.PhiI., History: Gates Cambridge Scholar University of North Florida, BA., History: summa cum laude; University Scholars Honor Society Professional Activities Admitted, California Research Assistant, Criminal Law, First Amendment Rights, and Federal Sentencing Guide ines, Yale University (2004-2006)

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Associate Office
1999 Avenue of the Stars 7th Floor Los Angeles, CA 90067-6035

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Randall Whattoff is an associate in OMelveny & Myers LLPs Century City office and a member of the Adversarial Department. Education Cornell University, J.D.: cum laude; Editor, Cornell Law Review; Managing Editor, Legal Information Institute; Teaching Assistant, Lawyering University of California, Berkeley, B.A., Sociology, Computer Science (minor) Professional Activities Extern, The Honorable Joel E. August, Second Circuit Court of Hawaii Admitted, California

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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 O'MELVENY & MYERS LLP RANGE OF GUIDELINE HOURLY RATES 2008 General Range of Rates Partners Associates Paralegals & Project Clerks Litigation Support Partners and Counsel Expected to be Most Active Daniel Petrocelli Wallace M. Allan Robert C. Welsh Matt Kline Associates Expected to be Most Active David Kirman Lindsay Welch Jessica L. Stebbins Randall Whattoff $480 $450 $395 $395 $950 $820 $730 $635 $635 - $950 $395 - $480 $110 - $225 $40 - $275

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