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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, CA 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Bankruptcy Counsel for Debtors and Debtors In Possession Debtors' Mailing Address 3411 N. Perris Blvd. Perris, CA 92571 National R.V. Holdings, Inc.'s Tax I.D. #XX-XXX-1079 National R.V., Inc.'s Tax I.D. #XX-XXX-5022

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation, Debtors. Case No.: 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC DECLARATION OF DAVID M. GUESS RE: NON-OPPOSITION TO MOTION FOR ORDER ESTABLISHING PROCEDURES FOR INTERIM PAYMENT OF FEES AND EXPENSES TO PROFESSIONALS; REQUEST FOR SUPPLEMENTAL RELIEF RELATING THERETO No Hearing Required

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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

I, David M. Guess, declare as follows: 1. I am an attorney who is admitted to practice law in the State of California and who

is admitted to practice before this Court. 2. I am an attorney with Klee, Tuchin, Bogdanoff & Stern LLP ("KTB&S"),

bankruptcy counsel to National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-captioned chapter 11 cases (the "Debtors"). 3. On January 10, 2008, the Debtors filed with the Court their Notice of Motion and

Motion for Order Establishing Procedures for Interim Payment of Fees and Expenses to Professionals (the "Motion"). The Motion is attached hereto as Exhibit A. 4. 5. The Motion was served on all parties entitled to notice on January 10, 2008. Local Bankruptcy Rule 9013-1(g) provides that the Motion may be granted

without a hearing unless a hearing is specifically requested by filing and serving a written response that complies with Local Bankruptcy Rule 9013-1(a)(7) within 15 days of the date of service of the Motion (i.e., January 25, 2008). 6. I am familiar with KTB&S's business practices regarding the receipt and In accordance with those practices, any

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distribution of correspondence and documents.

opposition to the Motion or request for a hearing on the Motion, if received by KTB&S, would be distributed to me and to the other members of KTB&S who are representing the Debtors. The deadline to object to the Motion and request a hearing passed on January 25, 2008. As of January 28, 2008, I had not received any opposition to, or request for a hearing on, the Motion. On January 28, 2008, I verified that no other members of KTB&S who are participating in these cases have received such an opposition or request. 7. On January 28, 2008, I reviewed the docket for the Debtors' bankruptcy case by

using the Court's PACER service, and I ascertained that no party had filed an opposition or hearing request regarding the Motion. A true and correct copy of the docket for the period from January 10, 2008 through January 28, 2008 is attached hereto as Exhibit B. 8. Notwithstanding the foregoing, counsel for the Official Committee of

Unsecured Creditors (the "Committee") informally requested that the Motion and any

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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

order thereon (the "Order") provide that, in addition to "professionals," members of the Committee be permitted to seek reimbursement of costs allowable under Bankruptcy Code section 503(b)(3)(F) pursuant to the procedures set forth in the Motion relating to the submission of monthly statements. The Debtors do not oppose this, and the proposed form of Order that the Debtors are lodging with the Court so provides. A true and correct copy of the proposed form of Order is attached hereto as Exhibit C. I declare under penalty of perjury that the foregoing is true and correct. Executed this 28th day of January, 2008, at Los Angeles, California.

/s/ David M. Guess DAVID M. GUESS

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

EXHIBIT A

NOTICE OF MOTION AND MOTION FOR ORDER ESTABLISHING PROCEDURES FOR INTERIM PAYMENT OF FEES AND EXPENSES TO PROFESSIONALS; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF

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

LEE R. BOGDANOFF (State Bar No. 119542) JONATHAN S. SHENSON (State Bar No. 184250) DAVID M. GUESS (State Bar No. 238241) KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Bankruptcy Counsel for Debtors and Debtors In Possession Debtors' Mailing Address 3411 N. Perris Blvd. Perris, CA 92571 National R.V. Holdings, Inc.'s Tax I.D. #XX-XXX-1079 National R.V., Inc.'s Tax I.D. #XX-XXX-5022

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation, Debtors. Case No.: 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC NOTICE OF MOTION AND MOTION FOR ORDER ESTABLISHING PROCEDURES FOR INTERIM PAYMENT OF FEES AND EXPENSES TO PROFESSIONALS; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF No Hearing Required

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100281.1

Exhibit A

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

TO THE HONORABLE PETER H. CARROLL, UNITED STATES BANKRUPTCY JUDGE; THE OFFICE OF THE UNITED STATES TRUSTEE; COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS; THE DEBTORS'

SECURED LENDERS; AND OTHER PARTIES ENTITLED TO NOTICE: PLEASE TAKE NOTICE that National R.V. Holdings, Inc. and National R.V., Inc., the debtors and debtors in possession in the above-captioned cases (the "Debtors") hereby move for entry of an order establishing procedures governing the interim payment of fees and expenses to certain professionals employed by the Debtors and the Official Committee of Unsecured Creditors (the " Committee"). These procedures are described in detail in the accompanying Memorandum of Points and Authorities. The establishment of procedures governing the interim payment of compensation and reimbursement of expenses will permit professionals to receive payment on a relatively current basis during the Debtors' chapter 11 cases. The procedures require detailed monthly reporting with respect to fees and expenses incurred in these cases. This will enable the Debtors, the Committee, Wells Fargo Bank, N.A. ("Wells Fargo"), the Debtors' principal secured lender, the Office of the United States Trustee, and other parties in interest to better monitor professional fees and expenses throughout the duration of these cases. PLEASE TAKE FURTHER NOTICE that the pertinent facts and circumstances supporting the relief requested herein are set forth in the accompanying Memorandum of Points and Authorities. This Motion is based upon the accompanying Memorandum of Points and Authorities, the record in these cases, including all pleadings and documents filed by the Debtors, the arguments and representations of counsel, and any oral or documentary evidence presented at or prior to the time of the hearing on the Motion. PLEASE TAKE FURTHER NOTICE that any response and request for hearing, in the form required by Local Bankruptcy 9013-1(a)(7), must be filed and served on (i) the Debtors' bankruptcy counsel, Klee, Tuchin, Bogdanoff & Stern LLP (at the address indicated above in the top left-hand corner of this Notice), (ii) counsel for the Committee, Pachulski Stang Ziehl & Jones LLP, Attn: Hamid R. Rafatjoo, Esq., 10100 Santa Monica Boulevard, 11th Floor, Los Angeles, CA 90067, Fax: (310) 201-0760; and (iii) the Office of the United States Trustee,
100281.1

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Motion re Interim Fee Procedures

Exhibit A

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

Attn: Timothy J. Farris, Esq., 3685 Main St. Suite 300, Riverside, CA (951) 276-6973, not later than 15 days from the date of service of this Motion.

92501, Fax:

WHEREFORE, the Debtors respectfully request that the Court grant the relief requested herein and enter an order: (1) establishing the procedures governing the interim payment of fees and expenses to professionals as described in the accompanying Memorandum of Points and Authorities; and (2) granting to the Debtors such other relief as is necessary and appropriate.

DATED: January 10, 2008

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

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100281.1

Motion re Interim Fee Procedures

Exhibit A

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

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

The Debtors commenced these cases by filing voluntary petitions for relief under chapter 11 of the Bankruptcy Code on November 30, 2007 (the "Petition Date"). The Debtors filed these cases in order to conduct an orderly disposition of their assets, and to maximize the value of those assets for the benefit of the economic stakeholders of their estates. The Debtors' principal business is the manufacture and distribution of recreational vehicles ("RVs") throughout the United States and Canada. Since 1964, the Debtors have designed, manufactured, and marketed some of the industry's highest quality "Class A" gas and diesel RVs across several branded product lines, including Dolphin, Pacifica, Sea Breeze, Surf Side, Tradewinds, and Tropi-Cal. As of the Petition Date, the Debtors were the ninth largest manufacturer of "Class A" motor homes in the country. Prior to commencing these cases, the Debtors explored a variety of approaches to their continuing liquidity crisis, including a sale, a sale of certain underperforming assets, and the infusion of new equity capital. Despite many efforts, it became increasingly clear that the Debtors simply could not continue to operate for any extended period of time. As a result, the Debtors determined they had no choice other than to pursue an orderly liquidation of their assets. To that end, after having conducted substantial "reductions in force," resulting in more than a 90% reduction of their work force, they commenced these cases. The objective of these cases is to maximize value as quickly as possible. This likely will be accomplished through an orderly disposition of the Debtors' assets for the best price. The Debtors believe that value for the benefit of creditors and, with perseverance, shareholders, can be derived from primarily three sources: (a) the successful prosecution of the Kemlite Litigation;1 (b) the orderly sale of inventory, both finished and unfinished motor homes, parts
1

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In June 2006, National R.V., Inc. commenced a multi-million lawsuit against Crane Composites, Inc. and its parent company for breach of contract, breach of warranty, misrepresentation and other causes of

100281.1

Memorandum of Points and Authorities re Interim Fee Procedures

Exhibit A

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

and replacements, and other valuable items on hand; and (c) the collection of accounts receivable, general intangibles (including intellectual property) and other assets. B. The Need for Interim Payment Procedures.

Bankruptcy Code section 331 authorizes professionals to apply for compensation for services rendered and reimbursement of expenses incurred once every 120 days after an order for relief, or more often if the Court permits. See 11 U.S.C. 331. The Debtors have submitted, or are currently in the process of submitting, to the Court applications seeking authority to employ Klee, Tuchin, Bogdanoff & Stern LLP as bankruptcy counsel, O'Melveny & Myers LLP as special litigation counsel, Heller Ehrman, LLP as special corporate counsel, Venable LLP, as special labor and employment counsel,2 The Intellectual Property Law Offices of Joel D. Voelzke as special intellectual property counsel, and Kibel Green, Inc., as financial and management consultants, and may seek to employ other professionals (which might include accountants, appraisers, real estates agents, liquidators, and special counsel, among others, on the terms and conditions set forth in each particular application). In addition, the Committee will likely submit applications seeking to employ its own counsel and, to the extent necessary, other professionals at the expense of the estates. The Debtors believe, for several reasons, that it is necessary and appropriate to establish an expedited procedure for paying and monitoring, on a monthly basis, the interim compensation and reimbursement of expenses due to professionals employed at the expense of the Debtors' estates. These professionals will be required to devote substantial time, effort, and expense providing services to the Debtors and the Committee. The absence of a procedure by which the Debtors and their estates may compensate and reimburse the professionals on a relatively current basis would burden the professionals, unfairly compel the professionals to effectively finance the

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action. The lawsuit seeks both compensatory and punitive damages. This matter is now pending before District Judge Stephen G. Larson in the United States District Court for the Central District of California, and is scheduled to go to trial in Riverside on January 15, 2008. The Debtors believe that this action represents a valuable asset of the estates and are eager to proceed to trial.
2

The Debtors will soon be formally withdrawing their request to employ Heller Ehrman LLP as their special labor and employment counsel. An application to employ Venable LLP will be filed shortly.

100281.1

Memorandum of Points and Authorities re Interim Fee Procedures

Exhibit A

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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' chapter 11 cases, and may discourage other professionals from accepting or continuing employment in these cases. The Debtors submit that the proposed fee procedures are carefully tailored to reduce the professional time required to submit and prepare interim fee applications, reduce related administrative expenses, and alleviate burdens on professionals by providing for their payment on a relatively current basis. Moreover, parties in interest will be better able to monitor the administrative fees and expenses incurred by professionals in these cases by reviewing, on a monthly basis, the amounts requested for interim compensation and expense reimbursement. C. The Proposed Procedures.3

For the reasons described above, the Debtors request that the Court adopt the following procedures for awarding interim compensation and reimbursement of expenses to professionals that are employed at the expense of the estates in these cases (the "Fee Procedures"): 1. Monthly Statements. Each professional may prepare an abbreviated monthly fee

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3

statement (the "Monthly Statement") relating to the services rendered and expenses incurred by that professional during the prior month, substantially in the form appended hereto as Exhibit 1. The Monthly Statement shall: (a) relate to the services rendered and expenses incurred during the prior month (or, in the case of the first Monthly Statement, the services rendered and expenses incurred from the Petition Date); (b) indicate the total amount of compensation sought for such services (taking into account the 20% holdback for fees as described in paragraph 3, below); and (c) include exhibits indicating (i) the services rendered, the total time expended, the names of the specific individuals who performed the services for which compensation is requested, and the hourly billing rate for each such individual, (ii) the expenses incurred, and

O'Melveny & Myers LLP, the Debtors' special litigation counsel, shall not, at present, be subject to the procedures contemplated herein, and instead shall be subject to alternative procedures as set forth more fully in the 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 [Docket #103], which was approved by this Court.

100281.1

Memorandum of Points and Authorities re Interim Fee Procedures

Exhibit A

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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) a detailed listing of the time entries relating to all individuals who performed services, and a listing of all expenses incurred during the applicable period. 2. Service of Monthly Statement. Each professional who elects to file a Monthly

Statement shall, on or before the 30th day following the relevant month: (a) file the Monthly Statement with the Court; (b) serve a copy of the Monthly Statement on the Office of the United States Trustee, counsel for the Committee, counsel for the Wells Fargo, the Debtors' principal secured lender, and Klee, Tuchin, Bogdanoff & Stern LLP, the bankruptcy counsel for the Debtors; and (c) file and serve upon all parties entitled to notice in these cases pursuant to Federal Rule of Bankruptcy Procedure 2002 a notice setting forth the amount of compensation being requested pursuant to the Monthly Statement (the "Notice of Monthly Statement"). The Notice of Monthly Statement shall be substantially in the form that is appended hereto as Exhibit 2. The Notice of Monthly Statement shall provide that a copy of the Monthly Statement may be obtained upon written request to the applicable professional. 3. Objection Procedure. Any party in interest who objects to the payment of

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compensation set forth in a Monthly Statement must, within ten (10) days after the Monthly Statement is mailed, file a written objection with the Court and serve that objection on the professional whose Monthly Statement is the subject of the objection and on the Office of the United States Trustee, counsel for the Committee, counsel for Wells Fargo, and Klee, Tuchin, Bogdanoff & Stern LLP, bankruptcy counsel for the Debtors (the "Notice Parties"). Unless the Debtors or another party in interest file and serve an objection to the requested payment within ten (10) days of service of the Monthly Statement, the Debtors shall be authorized (but not directed) to pay 80% of the fees requested and 100% of the costs incurred by each professional in the ordinary course of business on an interim basis as set forth in the Monthly Statement in accordance with any order governing the use of cash collateral, and the budget appended thereto. If an objection is filed, the Debtors shall be authorized (but not directed) to pay 80% of any undisputed portion of the requested fees and 100% of the undisputed costs, pending resolution of any objections (consensually or by order of the Court).

100281.1

Memorandum of Points and Authorities re Interim Fee Procedures

Exhibit A

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

4.

Bankruptcy Code Section 331 Interim Fee Application Procedures. Within thirty

(30) days after the end of each four-month period (the "Interim Fee Period"), commencing with the period ending on March 31, 2008, except as otherwise set forth in the order governing employment of a particular professional, each professional that filed a Monthly Statement or otherwise seeks interim compensation shall file with the Court and serve on the Notice Parties an interim fee application (the "Interim Application") pursuant to Bankruptcy Code section 331, Federal Rules of Bankruptcy Procedure 2002(a)(6), 2016, Local Bankruptcy Rule 2016-1, and the Guidelines of the Office of the United States Trustee. Pursuant to such Interim

Applications, professionals may seek interim approval and payment of up to 100% of the compensation relating to professional fees and reimbursement of expenses incurred since the Petition Date or in the prior four-month period, as the case may be, including any amounts withheld from monthly payments pursuant to the Monthly Statements. Before the deadline for filing Interim Applications, Klee, Tuchin, Bogdnaoff & Stern LLP, bankruptcy counsel for the Debtors, shall obtain from the Court a date for a hearing on the Interim Applications at least forty-five (45) days in advance and file and serve a notice of the intended hearing on the Interim Applications on all professionals employed at the expense of the Debtors' estates and, not less than twenty-four (24) days prior to that hearing, file with the Court and serve on the Notice Parties, all other parties entitled to notice in these cases pursuant to Federal Rule of Bankruptcy Procedure 2002, and all professionals employed at the expense of the Debtors' estates a notice that specifies the Interim Applications that have been filed, the total amount of compensation for services and reimbursement of expenses sought in each such Interim Application, and the date and time of the hearing on the Interim Applications. Any party in interest may file and serve a written objection in accordance with the applicable Federal and Local Bankruptcy Rules. No party will be estopped from objecting to an Interim or Final Application on the ground that such party failed to object to any Monthly Statement. If an objection to a particular professional's Interim or Final Application is sustained, or if the Court otherwise so orders, that professional shall disgorge to the Debtors the disallowed portion of any payment it may have received.
100281.1

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Memorandum of Points and Authorities re Interim Fee Procedures

Exhibit A

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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. LEGAL ARGUMENT The Debtors believe that adoption of the Fee Procedures set forth herein is appropriate and in the best interests of the estates. As set forth below, approval of the procedures is consistent with the Bankruptcy Code and case law. A. Interim Compensation is Authorized under the Bankruptcy Code.

In enacting the provisions of the Bankruptcy Code that relate to compensation of professionals, Congress adopted the principle that "[p]rofessionals in bankruptcy cases are entitled to be paid on a comparable basis to other privately retained counsel, both in terms of timeliness and amount of payment." In re Commercial Consortium of California, 135 B.R. 120, 123 (Bankr. C.D. Cal. 1991) (citing Burgess v. Klenske (In re Manoa Finance Co., Inc.), 853 F.2d 687, 690 (9th Cir. 1988)); see also In re Nucorp Energy, Inc., 764 F.2d 655, 658-59 (9th Cir. 1985); First National Bank of Chicago v. Committee of Creditors Holding Unsecured Claims (In re Powerine Oil Co.), 71 B.R. 767, 770 (B.A.P. 9th Cir. 1986). As a result, section 331 of the Bankruptcy Code provides for the payment of interim compensation for professionals retained by debtors in possession and creditors' committees: A trustee, an examiner, a debtor's attorney, or any professional person employed under section 327 or 1103 of this title may apply to the court not more than once every 120 days after an order for relief in a case under this title, or more often if the court permits, for such compensation for services rendered before the date of such an application or reimbursement of expenses incurred before such date as is provided under section 330 of this title. After notice and a hearing, the court may allow and disburse to such applicant such compensation or reimbursement. See 11 U.S.C. 331. The legislative history of the Bankruptcy Code illustrates the intent of Congress that interim compensation be provided on a sufficiently regular basis to ensure the adequacy of such compensation: The court may permit more frequent applications if the circumstances warrant, such as in very large cases where the legal work is extensive and merits more frequent payments. The court is authorized to allow and order disbursement to the applicant of compensation and reimbursement that is otherwise allowable under section 330. H.R. REP. NO. 595, 95TH CONG., 1ST SESS. 330 (1977).
100281.1

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Memorandum of Points and Authorities re Interim Fee Procedures

Exhibit A

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

B.

The Proposed Interim Compensation Procedures are Appropriate.

In United States Trustee v. Knudsen Corp. (In re Knudsen Corp.), 84 B.R. 668 (B.A.P. 9th Cir. 1988), the Bankruptcy Appellate Panel for the Ninth Circuit Court of Appeals made clear that monthly interim payments to professionals employed in large, complex cases are reasonable and appropriate. As the panel observed: [T]he problem, arising especially in large cases, [is] that when counsel must wait an extended period for payment, counsel is essentially compelled to finance the reorganization. This result is improper and may discourage qualified practitioners from participating in bankruptcy cases; a result that is clearly contrary to Congressional intent. Id. at 672; see also In re Heritage Mall Assocs., 184 B.R. 128, 134 (Bankr. D. Or. 1995) (noting same problem); In re County of Orange, 179 B.R. 195, 198 n.5 (Bankr. C.D. Cal. 1995) (same). The Knudsen panel held that monthly payments to professionals are appropriate without prior approval of the Court if such payments are made pursuant to a procedure that provides the opportunity for subsequent review. Knudsen, 84 B.R. at 671. Specifically, in Knudsen, the panel held that interim payment procedures substantially identical to those proposed in this Motion are appropriate if: 1. 2. 3. 4. The case is an unusually large one in which an exceptionally large amount of fees accrue each month; The court is convinced that waiting an extended period for payment would place an undue hardship on counsel; The court is satisfied that counsel can respond to any reassessment [of fees paid on an interim basis]; and The fee retainer procedure is, itself, the subject of a noticed hearing prior to any payment thereunder.

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Id. at 672-73. See generally In re Circle K Corp., 191 B.R. 426, 432 (Bankr. D. Ariz. 1996). All four Knudsen factors are present here. First, the Debtors' cases are complex. For example, while these are liquidation cases, the Debtors are also proceeding with a "build-out" of their unfinished inventory. In addition, these Debtors are confronting thousands of claims, a number of which implicate unique priority and perfection issues which will have to be resolved (and quite likely through litigation) Finally, the Debtors are in the process of marketing their product lines and other intellectual property for sale. This process will likely be time consuming
100281.1

Memorandum of Points and Authorities re Interim Fee Procedures

Exhibit A

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

and labor-intensive. Second, a substantial amount of professional fees are likely to accrue each month going forward in order to timely bring these cases to conclusion, thereby placing an undue burden on the respective professionals if such fees and expenses are not paid in a relatively timely manner. Third, the Debtors submit that professionals all are likely to have sufficient resources with which to respond to any reassessment of fees or expenses by this Court. Fourth and finally, this Motion and the Fee Procedure proposed herein will be subject to a noticed hearing. See generally County of Orange, 179 B.R. at 198 n.5 (applying the Knudsen factors). As noted, the proposed Fee Procedures allow monthly payments only after notice is given to the Notice Parties, and all other parties entitled to notice in these cases pursuant to Federal Rule of Bankruptcy Procedure 2002. Any party in interest may object to a professional's fees or expenses following the filing and service of a Monthly Statement, following the filing and service of an Interim Fee Application and/or following the filing and service of a Final Fee Application. In sum, the proposed Fee Procedures alleviate the financial burden on the professionals employed in these cases and comply with the requirements of Bankruptcy Code section 331. Accordingly, the proposed Fee Procedures are reasonable and appropriate. III. CONCLUSION WHEREFORE, the Debtors respectfully request that the Court enter an order establishing the Fee Procedures described herein, and granting to the Debtors such other relief as is necessary and appropriate.

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100281.1

DATED: January 10, 2008

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

Memorandum of Points and Authorities re Interim Fee Procedures

Exhibit A

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

[NAME OF PROFESSIONAL] [ADDRESS OF PROFESSIONAL] [TELEPHONE NUMBER OF PROFESSIONAL] [FACSIMILE NUMBER OF PROFESSIONAL] Counsel for [NAME OF PARTY] [ADDRESS OF PARTY] 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 MONTHLY STATEMENT REGARDING PROFESSIONAL FEES AND EXPENSES OF [NAME OF PROFESSIONAL] FOR [DATE, MONTH] No Hearing Required

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100281.1

EXHIBIT 1

Exhibit A

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

TO THE HONORABLE PETER H. CARROLL, UNITED STATES BANKRUPTCY JUDGE, THE OFFICE OF THE U.S. TRUSTEE AND OTHER PARTIES IN INTEREST: [NAME OF PROFESSIONAL], counsel for [NAME OF PARTY], hereby submits its request for payment of professional fees and reimbursement of expenses for the month of [MONTH, YEAR] (the "Monthly Statement"). As set forth in detail on the time sheet and cost exhibit, attached hereto as Exhibit 1, for the month of [MONTH, YEAR], such professional incurred fees and expenses in the following amounts:

Professional Fees: Expenses: Total:

$_________ $_________ $_________

In accordance with the Order Establishing Procedures for Interim Payment of Fees and Expenses to Professionals (the "Fee Order"), such professional requests payment of $_________ calculated as follows:

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Professional Fees $___________ x 80%

Expenses $___________ x 100%

Total $___________

$___________

$___________

= $___________

Pursuant to the Fee Order, the Debtors are authorized (but not directed) to pay on a monthly basis 80% of the fees and 100% of the expenses incurred by each estate's professional that files, serves, and receives no objection to, a Monthly Statement prepared in accordance with the Fee Order. Moreover, even if an objection is filed to this Monthly Statement, the Debtors are authorized (but not directed) to pay any undisputed portion of the requested fees and expenses. A detailed list of all services rendered and a list of expenses incurred by the professional during [MONTH, YEAR] is attached hereto as Exhibit 1. This list sets forth the services rendered by [NAME OF PROFESSIONAL], the total time expended on these services, the
100281.1

Exhibit A

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

names of the individuals who performed such services, and the hourly billing rate for each of these individuals. The list also includes a detailed listing of the time entries relating to all individuals who performed such services. This Monthly Statement was prepared in accordance with the Fee Order. Moreover, notice of this Monthly Statement was served on all parties required to be served with all notices in these cases. Any party in interest who objects to the payment of compensation set forth in this Monthly Statement must, within ten (10) days after the notice of this Monthly Statement is mailed, file a written objection with the Court and serve that objection on the following parties: 1. The Office of the United States Trustee, at the following address: Office of the U.S. Trustee Attn: Timothy J. Farris, Esq. 3685 Main St. Suite 300 Riverside, CA 92501 Tel: (951) 276-6977; Fax: (951) 276-6973 E-mail: Timothy.J.Farris@usdoj.gov Counsel to the Committee, at the following address: Hamid R. Rafatjoo, Esq. Pachulski, Stang, Ziehl & Jones, LLP 10100 Santa Monica Blvd., 11th Floor Los Angeles, CA 90067-4100 Tel: (310) 277-6910; Fax: (310) 201-0760 E-mail: hrafatjoo@pszjlaw.com Bankruptcy counsel for the Debtors, at the following address: Klee, Tuchin, Bogdanoff & Stern LLP Attn: David M. Guess, Esq. 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Tel: (310) 407-4000; Fax: (310) 407-9090 E-mail: dguess@ktbslaw.com Counsel for the Wells Fargo, at the following address: Greenberg Traurig, LLP Attn: David B. Kurzweil, Esq. The Forum, 3290 Northside Pkwy, Ste 400 Atlanta, GA 30327 Tel: (678) 553-2680 Fax: (678) 553-2681 E-mail: KurzweilD@GTLAW.com [NAME OF PROFESSIONAL] Counsel for [NAME OF PARTY]

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100281.1

2.

3.

4.

DATED: ___________

Exhibit A

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

[NAME OF PROFESSIONAL] [ADDRESS OF PROFESSIONAL] [TELEPHONE NUMBER OF PROFESSIONAL] [FACSIMILE NUMBER OF PROFESSIONAL] Counsel for [NAME OF PARTY] [ADDRESS OF PARTY] National R.V. Holdings, Inc.'s Tax I.D. #XX-XXX-1079 National R.V., Inc.'s Tax I.D. #XX-XXX-5022

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation, Debtors. Case No.: 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC NOTICE OF MONTHLY STATEMENT REGARDING PROFESSIONAL FEES AND EXPENSES OF [NAME OF PROFESSIONAL] FOR [MONTH, YEAR] No Hearing Required

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100281.1

EXHIBIT 2

Exhibit A

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

TO THE HONORABLE PETER H. CARROLL, UNITED STATES BANKRUPTCY JUDGE; THE OFFICE OF THE UNITED STATES TRUSTEE; COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS; THE DEBTORS'

SECURED LENDERS; AND OTHER PARTIES ENTITLED TO NOTICE: PLEASE TAKE NOTICE that [NAME OF PROFESSIONAL], counsel for [NAME OF PARTY], has filed its monthly statement regarding professional fees and expenses for [MONTH, YEAR] (the "Monthly Statement"). The professional incurred fees and expenses for the month of [MONTH, YEAR] in the following amounts:

Professional Fees: Expenses: Total:

$_________ $_________ $_________

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If you would like a copy of the Monthly Statement, you should send a written request to [NAME AND ADDRESS OF PROFESSIONAL]. PLEASE TAKE FURTHER NOTICE that, in accordance with the Fee Order, any party in interest who objects to the payment of compensation set forth in the Monthly Statement must, within ten (10) days after the mailing of this notice, file a written objection with the Court
100281.1

In accordance with the Order Establishing Procedures for Interim Payment of Fees and Expenses to Professionals (the "Fee Order"), such professional requests payment of $_________ calculated as follows:

Professional Fees $___________ x 80%

Expenses $___________ x 100%

Total $___________

$___________

$___________

= $___________

EXHIBIT 2

Exhibit A

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

and serve that objection on the following parties: The Office of the United States Trustee, at the following address: 1. The Office of the United States Trustee, at the following address: Office of the U.S. Trustee Attn: Timothy J. Farris, Esq. 3685 Main St. Suite 300 Riverside, CA 92501 Tel: (951) 276-6977; Fax: (951) 276-6973 E-mail: Timothy.J.Farris@usdoj.gov Counsel to the Committee, at the following address: Hamid R. Rafatjoo, Esq. Pachulski, Stang, Ziehl & Jones, LLP 10100 Santa Monica Blvd., 11th Floor Los Angeles, CA 90067-4100 Tel: (310) 277-6910; Fax: (310) 201-0760 E-mail: hrafatjoo@pszjlaw.com Bankruptcy counsel for the Debtors, at the following address: Klee, Tuchin, Bogdanoff & Stern LLP Attn: David M. Guess, Esq. 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Tel: (310) 407-4000; Fax: (310) 407-9090 E-mail: dguess@ktbslaw.com Counsel for the Wells Fargo, at the following address: Greenberg Traurig, LLP Attn: David B. Kurzweil, Esq. The Forum, 3290 Northside Pkwy, Ste 400 Atlanta, GA 30327 Tel: (678) 553-2680 Fax: (678) 553-2681 E-mail: KurzweilD@GTLAW.com

2.

3.

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100281.1

4.

PLEASE TAKE FURTHER NOTICE that, if no such objection is filed and served, the Debtors will be authorized (but not directed) to make the requested payment. If an objection is timely filed and served, the Debtors will only be authorized (but not directed) to make a payment based on the undisputed portion of the requested fees and expenses. Payment will not be made based on the disputed amount unless the objection is resolved or the Court enters an order permitting payment.

DATED: _________ [NAME OF PROFESSIONAL] Counsel for [NAME OF PARTY]

Exhibit A

Exhibit A

Exhibit A

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

EXHIBIT B

DOCKET OF IN RE NATIONAL R.V. HOLDINGS, INC., 6:07-17941-PC FROM JANUARY 10, 2008 TO JANUARY 28, 2008

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Exhibit B

Exhibit B

Exhibit B

Exhibit B

Exhibit B

Exhibit B

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

EXHIBIT C

[PROPOSED] ORDER ESTABLISHING PROCEDURES FOR INTERIM PAYMENT OF FEES AND EXPENSES TO PROFESSIONALS

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1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

LEE R. BOGDANOFF (State Bar No. 119542) JONATHAN S. SHENSON (State Bar No. 184250) DAVID M. GUESS (State Bar No. 238241) KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 Avenue of the Stars, 39th Floor Los Angeles, CA 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Bankruptcy Counsel for Debtors and Debtors In Possession Debtors' Mailing Address 3411 N. Perris Blvd. Perris, CA 92571 National R.V. Holdings, Inc.'s Tax I.D. #XX-XXX-1079 National R.V., Inc.'s Tax I.D. #XX-XXX-5022

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION

13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 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 ORDER ESTABLISHING PROCEDURES FOR INTERIM PAYMENT OF FEES AND EXPENSES TO PROFESSIONALS No Hearing Requested

Exhibit C

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

On January 10, 2008, National R.V. Holdings, Inc., and National R.V., Inc., the debtors and debtors in possession in the above-captioned chapter 11 cases (the "Debtors") filed and served that certain Notice of Motion (the "Notice") and Motion for Order Establishing
Procedures for Interim Payment of Fees and Expenses to Professionals [Docket #148] (the "Motion"). The Debtors have sought the subject relief pursuant to Local Bankruptcy Rule 9013-1(g), which requires that any response to or request for a hearing on the Motion to be made within 15 days after the date notice thereof is served on the creditors and other parties entitled to notice (i.e., by January 25, 2008). More than 15 days have elapsed since the Notice and Motion were served and no objections to the Motion have been filed or served on counsel for the Debtors, and there has been no response or request for a hearing. In connection with their request for entry of an order approving the Motion, at the request of the Official Committee of Unsecured Creditors (the "Committee"), the Debtors have also requested, by and through the Declaration of David M. Guess re Non-Opposition to Motion for Order Establishing Procedures for Interim Payment of Fees and Expenses to Professionals; Request for Supplemental Relief Relating Thereto (the "Non-Opposition Declaration"), that this Order also provide that members of the Committee be permitted to seek reimbursement of certain costs allowable under Bankruptcy Code section 503(b)(3)(F) pursuant to the procedures set forth in the Motion relating to the submission of monthly statements. After considering the Motion and the supplemental request included in the Non-Opposition Declaration relating to the Motion, all other pleadings and declarations filed in support thereof, and the record in these cases, the Court finds that: (1) notice of the Motion

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was adequate and appropriate under the circumstances, and no other or further notice need be given; (2) the Debtors' proposed procedures governing the interim payment of fees and expenses to estate professionals is appropriate under the circumstances of this case and for the reasons set forth in the Motion and (3) good cause exists to grant the Motion. THEREFORE, IT HEREBY IS ORDERED THAT: 1. 2. The Motion is GRANTED in its entirety, and as follows: The following procedures for 1 awarding interim compensation and

Order re Fee Procedures

Exhibit C

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

reimbursement of expenses to professionals that are employed at the expense of the estates in these cases (the "Fee Procedures") are hereby approved as follows:1 a. Monthly Statements.
Each professional may prepare an abbreviated

monthly fee statement (the "Monthly Statement") relating to the services rendered and expenses incurred by that professional during the prior month, substantially in the form appended to the Motion as Exhibit 1. The Monthly Statement shall: (a) relate to the services rendered and expenses incurred during the prior month (or, in the case of the first Monthly Statement, the services rendered and expenses incurred from the Petition Date); (b) indicate the total amount of compensation sought for such services (taking into account the 20% holdback for fees as described in subparagraph c, below); and (c) include exhibits indicating (i) the services rendered, the total time expended, the names of the specific individuals who performed the services for which compensation is requested, and the hourly billing rate for each such individual, (ii) the expenses incurred, and (iii) a detailed listing of the time entries relating to all individuals who performed services, and a listing of all expenses incurred during the applicable period.

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b.

Service of Monthly Statement. Each professional who elects to file a

Monthly Statement shall, on or before the 30th day following the relevant month: (a) file the Monthly Statement with the Court; (b) serve a copy of the Monthly Statement on the Office of the United States Trustee, counsel for the Committee, counsel for the Wells Fargo, the Debtors' principal secured lender, and Klee, Tuchin, Bogdanoff & Stern LLP, bankruptcy counsel for the Debtors; and (c) file and serve upon all parties entitled to notice in these cases pursuant to Federal Rule of Bankruptcy Procedure 2002 a notice setting forth the amount of compensation being requested pursuant to the Monthly Statement (the "Notice of Monthly Statement"). The Notice of Monthly Statement shall be substantially in the form that is appended to the Motion as

O'Melveny & Myers LLP, the Debtors' special litigation counsel, shall not, at present, be subject to the procedures contemplated herein, and instead shall be subject to alternative procedures as set forth more fully in the 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 [Docket #103], which was approved by this Court.

Order re Fee Procedures

Exhibit C

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

Exhibit 2. The Notice of Monthly Statement shall provide that a copy of the Monthly Statement may be obtained upon written request to the applicable professional.

c.

Objection Procedure. Any party in interest who objects to the payment of

compensation set forth in a Monthly Statement must, within ten (10) days after the Monthly Statement is mailed, file a written objection with the Court and serve that objection on the professional whose Monthly Statement is the subject of the objection and on the Office of the United States Trustee, counsel for the Committee, counsel for Wells Fargo, and Klee, Tuchin, Bogdanoff & Stern LLP, bankruptcy counsel for the Debtors (the "Notice Parties"). Unless the Debtors or another party in interest file and serve an objection to the requested payment within ten (10) days of service of the Monthly Statement, the Debtors shall be authorized (but not directed) to pay 80% of the fees requested and 100% of the costs incurred by each professional in the ordinary course of business on an interim basis as set forth in the Monthly Statement in accordance with any order governing the use of cash collateral, and the budget appended thereto. If an objection is filed, the Debtors shall be authorized (but not directed) to pay 80% of any undisputed portion of the requested fees and 100% of the undisputed costs, pending resolution of any objections (consensually or by order of the Court).

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d.

Bankruptcy Code Section 331 Interim Fee Application Procedures.

Within thirty (30) days after the end of each four-month period (the "Interim Fee Period"), commencing with the period ending on March 31, 2008, except as otherwise set forth in the order governing employment of a particular professional, each professional that filed a Monthly Statement or otherwise seeks interim compensation shall file with the Court and serve on the Notice Parties an interim fee application (the "Interim Application") pursuant to Bankruptcy Code section 331, Federal Rules of Bankruptcy Procedure 2002(a)(6), 2016, Local Bankruptcy Rule 2016-1, and the Guidelines of the Office of the United States Trustee. Pursuant to such Interim Applications, professionals may seek interim approval and payment of up to 100% of the compensation relating to professional fees and reimbursement of expenses incurred since the Petition Date or in the prior four-month period, as the case may be, including any amounts withheld from monthly payments pursuant to the Monthly Statements.

Order re Fee Procedures

Exhibit C

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

Before the deadline for filing Interim Applications, Klee, Tuchin, Bogdanoff & Stern LLP, bankruptcy counsel for the Debtors, shall obtain from the Court a date for a hearing on the Interim Applications at least forty-five (45) days in advance and file and serve a notice of the intended hearing on the Interim Applications on all professionals employed at the expense of the Debtors' estates and, not less than twenty-four (24) days prior to that hearing, file with the Court and serve on the Notice Parties, all other parties entitled to notice in these cases pursuant to Federal Rule of Bankruptcy Procedure 2002, and all professionals employed at the expense of the Debtors' estates a notice that specifies the Interim Applications that have been filed, the total amount of compensation for services and reimbursement of expenses sought in each such Interim Application, and the date and time of the hearing on the Interim Applications. Any party in interest may file and serve a written objection in accordance with the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules. No party will be estopped from objecting to an Interim or Final Application on the ground that such party failed to object to any Monthly Statement. If an objection to a particular professional's Interim or Final Application is sustained, or if the Court otherwise so orders, that professional shall disgorge to the Debtors the disallowed portion of any payment it may have received.

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3.

Notwithstanding the foregoing, members of the Committee shall be permitted

to seek reimbursement of costs allowable under Bankruptcy Code section 503(b)(3)(F) pursuant to the above procedures (excluding the procedures set forth in paragraph 2.d.).

DATED: HONORABLE PETER H. CARROLL UNITED STATES BANKRUPTCY JUDGE

Order re Fee Procedures

Exhibit C

1 2 3 4 5 6 7 8 9 10 11 12
KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067-6049 TELEPHONE: (310) 407-4000

Presented By:

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

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Order re Fee Procedures

Exhibit C