1 ROBERT A. TRODELLA JR. (Bar No. 184081) MICHAELINE H. CORREA (Bar No.

215215) 2 HELLER EHRMAN LLP 333 Bush Street 3 San Francisco, California 94104 Telephone: (415) 772-6000 4 Facsimile: (415) 772-6268 Emails: robert.trodella@hellerehrman.com miki.correa@hellerehrman.com 5 Special Corporate Counsel for Debtors and 6 Debtors In Possession, National R.V. Holdings, Inc. and National R.V., Inc. 7 Debtors' Mailing Address 8 3411 N. Perris Blvd. Perris, CA 92571 9 UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA 10 RIVERSIDE DIVISION 11 12 In re 13 NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., 14 INC., a California corporation, 15 16 17 18 19 20 21 22 Debtors. Case No.: 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC FIRST INTERIM FEE APPLICATION FOR COMPENSATION OF FEES AND REIMBURSEMENT OF EXPENSES FOR HELLER EHRMAN LLP AS SPECIAL COUNSEL FOR THE DEBTORS FOR THE PERIOD FROM NOVEMBER 30, 2007 THROUGH MARCH 31, 2008 Hearing: Date: June 10, 2008 Time: 9:30 a.m. Place: Courtroom 303 3420 Twelfth Street Riverside, CA 92501 Judge: Hon. Peter H. Carroll

23 TO THE HONORABLE PETER H. CARROLL, UNITED STATES BANKRUPTCY JUDGE; THE OFFICE OF THE UNITED STATES TRUSTEE AND PARTIES IN 24 INTEREST: 25 Heller Ehrman LLP (Heller Ehrman), special corporate counsel for National R.V.

26 Holdings, Inc. ("Holdings") and National R.V., Inc. ("NRV"), debtors and debtors in 27 possession in the above-captioned cases (together, the "Debtors"), hereby submits its First
Heller Ehrman LLP

28 Interim Application (the Application) for Allowance of Fees and Reimbursement of

HELLER EHRMAN FIRST FEE APP BK NO. 07-17941-PC

1 Expenses for the Period From November 30, 2007 through March 31, 2008 (the 2 Application Period), pursuant to sections 328 and 330 of Title 11 of the United States 3 Code, Rule 2016 of the Federal Rules of Bankruptcy Procedure, Rule 2016-1 of the Local 4 Bankruptcy Rules for the Central District of California (the Local Rules), the Order 5 Establishing Procedures for Interim Payment of Fees and Expenses to Professionals, 6 entered January 30, 2008 (the Interim Procedures Order), and the Guidelines for 7 Reviewing Applications for Compensation and Reimbursement of Expenses promulgated 8 by the Executive Office of the United States Trustee pursuant to 28 U.S.C. 586(a)(3)(A) 9 (collectively, the Fee Guidelines). 10 By this Application, Heller Ehrman seeks (a) interim allowance of fees in the amount

11 of $99,203.50 and expenses in the amount of $1,769.27 incurred during the Application 12 Period; and (b) payment from the Debtors of any amounts that have been allowed, but not 13 yet paid, with respect to the Application Period. 14 The Declaration of Stephen M. Davis, filed concurrently herewith, supports this

15 Application. In further support of this Application, Heller Ehrman represents as follows: 16 17 I. FACTUAL BACKGROUND

On November 30, 2007, the Debtors filed voluntary petitions for relief under Chapter

18 11 of the Bankruptcy Code. Their cases are being jointly administered. 19 On December 14, 2007, the United States Trustee appointed an Official Creditors

20 Committee in the Debtors cases under section 1102(b) of the Bankruptcy Code. 21 Heller Ehrman hereby incorporates by reference Section III, entitled General

22 Background and Narrative History of the Case, from the First Quarterly Application of 23 Klee, Tuchin, Bogdanoff & Stern LLP for Allowance and Payment of Interim Compensation 24 and Reimbursement of Expenses as Bankruptcy Counsel to the Debtors and Debtors in 25 Possession for the Period of November 30, 2007 Through March 31, 2008 which is being 26 submitted concurrently or nearly concurrently by the Debtors' bankruptcy counsel Klee, 27 Tuchin, Bogdanoff & Stern LLP.
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HELLER EHRMAN FIRST FEE APP BK NO. 07-17941-PC

1 2

II.

RETENTION

On January 28, 2008, the Court entered its order approving the Debtors retention of

3 Heller Ehrman as its special corporate counsel, nunc pro tunc to November 30, 2007 4 [Docket No. 180]. 5 6 III. PRIOR COMPENSATION

This is the first interim application for compensation and reimbursement of expenses

7 filed by Heller Ehrman. Pursuant to the Interim Procedures Order, however, Heller Ehrman 8 has filed four prior monthly fee statements, and has obtained authority to receive interim 9 compensation and expense reimbursement in connection with those fee statements in the 10 following amounts: Fee Fees 11 Period Sought (100%) 12 11/30/07 - $12,852.50 12/31/07 13 1/1/08 $30,191.00 1/31/08 14 2/1/08 $29,123.00 2/29/08 15 3/1/08 $27,037.00 3/31/08 16 17 18 Expenses Sought (100%) $532.42 $73.30 $297.26 $866.29 Allowed Fees $12,852.501 $26,475.823 $23,298.40 $21,629.60 Allowed Expenses $532.422 $73.30 $297.26 $866.29 Unpaid Fees $0 $3,715.18 $5,824.60 $27,037.00 Unpaid Expenses $0 $0 $0 $866.29

IV. SERVICES RENDERED AND BASIS FOR COMPENSATION THEREOF Section 330(a) of the Bankruptcy Code provides that the Court may award

19 reasonable compensation for actual, necessary services rendered by the trustee, examiner, 20 professional person, or attorney and by any paraprofessional employed by any such person. 21 11 U.S.C. 330(a)(1)(A). In determining the amount of reasonable compensation to be 22 awarded, the Court shall consider the nature, extent, and the value of such services, taking 23 into account all relevant factors, including: (a) the time spent on such services; (b) the rates 24 charged for such services; (c) whether the services were necessary to the administration of, 25 26 27
Heller Ehrman LLP

28

The Retention Order authorized Heller Ehrman to apply its retainer in satisfaction of these fees. The Retention Order authorized Heller Ehrman to apply its retainer in satisfaction of these expenses. 3 The Retention Order authorized Heller Ehrman to apply its retainer balance in the amount of $11,615.08 in satisfaction of a portion of these fees, and the remaining balance of $14,860.74 was paid from the Debtors estate.
2

HELLER EHRMAN FIRST FEE APP BK NO. 07-17941-PC

1 or beneficial at the time at which the service was rendered toward the completion of, a case 2 under Title 11; (d) whether the services were performed within a reasonable time 3 commensurate with the complexity, importance, and nature of the problem, issue, or task 4 addressed; and (e) whether the compensation is reasonable, based on the customary 5 compensation charged by comparably skilled practitioners in cases other than cases under 6 Title 11. See 11 U.S.C. 330(a)(3)(A) (E). 7 Heller Ehrmans services in this case for the approximately four-month Application

8 Period, are described in detail in the billing statements attached as Exhibit A to this 9 Application. Consistent with the Fee Guidelines, Heller Ehrmans services are allocated 10 among billing categories, as described in Part VI and in Exhibit B to this Application. 11 Exhibit B presents for each billing category the total number of hours of services devoted 12 by each attorney or paralegal, that persons regular hourly billing rate, and the fees 13 requested for those services based on regular hourly rates. Not all services fit neatly within 14 one or another of the designated categories, and consequently there is some overlap. 15 Nevertheless, the allocation reflected on the attached exhibits and in the narrative 16 descriptions in the following portions of this Application represents Heller Ehrmans 17 reasonable best efforts to categorize its services in the spirit of the Fee Guidelines. 18 19 20 44.2. 21 The fees in this category relate to Heller Ehrmans initial application to be retained Heller Ehrman prepared the A. V. NARRATIVE DESCRIPTION OF SERVICES

Fee/Employment Applications (B-160). Fees sought: $18,824.00; Hours:

22 as special corporate and labor counsel by the Debtors.

23 retention application and accompanying declaration of Stephen M. Davis disclosing the 24 results of the conflicts search performed by the firm. When the Committee raised a limited 25 objection to Heller Ehrmans retention, Debtors counsel and Heller Ehrman cooperated to 26 prepare a response thereto. As a result, the parties reached as agreement as to the modified 27 scope of Heller Ehrmans employment.
Heller Ehrman LLP

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HELLER EHRMAN FIRST FEE APP BK NO. 07-17941-PC

The fees in this category are also attributable to the preparation and approval of

2 Heller Ehrmans monthly fee statements, covering the approximately three-month period 3 from November 30, 2007 through February 29, 2008. 4 5 B. Business Operations (B-210): Fees sought: $26,484.50; Hours: 38.7.

The fees in this category relate to Heller Ehrmans work in a variety of matters, and

6 included numerous telephone calls, conference calls and e-mail exchanges with members of 7 the Board of Directors of the Company, several members of management of Debtors and 8 Debtors bankruptcy counsel on matters relating to advice on securities law issues, the 9 Debtors disclosure obligations, stock option matters, the litigation hold, response to SEC 10 letter relating to the creation of an Equity Committee; analysis of wind-down expenses, 11 inter-company issues, and analysis of various issues of corporate law under the Delaware 12 General Corporation Law. 13 14 77.1. 15 The fees in this category relate to Heller Ehrmans work in a variety of matters, and C. Board of Director Matters (B-260): Fees sought: $52,029.00; Hours:

16 included numerous telephone calls, conference calls and e-mail exchanges with members of 17 the Board of Directors of the Company, several members of management, bankruptcy 18 counsel and the Debtors insurance brokers on numerous matters, including preparation for 19 and attendance at numerous Board of Director meetings, analysis of need, strategy for 20 obtaining and obtaining Directors and Officers insurance coverage; board compensation 21 matters; issues pertaining to the Kemlite litigation and aftermath; fiduciary duty issues 22 arising in a variety of concepts; matters pertaining to the CEO and position; and numerous 23 general corporate matters. 24 25 D. Employee Benefits/Pensions (B-220): Fees sought: $682.50; Hours: 1.1.

The fees in this category relate to Heller Ehrmans work relating to employment

26 compensation matters, and included numerous telephone calls, conference calls and e-mail 27 exchanges with members of the Board of Directors of the Company, several members of
Heller Ehrman LLP

28 management and managements legal counsel relating to the pre-bankruptcy management

HELLER EHRMAN FIRST FEE APP BK NO. 07-17941-PC

1 severance and retention plan; analysis of change-of-control issues; proposed option 2 grants, and structuring and negotiation of the management retention package on behalf of all 3 Board of Directors. 4 5 E. Case Administration (B-110): Fees sought: $1,033.50; Hours: 2.0.

The services in this category include routine case management (preparation and

6 maintenance of the master and limited service lists, management of the files and documents 7 in the case, service and distribution of notices and pleadings, and calendaring deadlines) and 8 a broad array of services which do not fit within other billing categories. 9 10 VI. EXPENSE REIMBURSEMENT REQUEST

Heller Ehrman has also incurred necessary and allowable expenses in connection

11 with the services described in Part VI above in the net amount of $1,769.27, as more 12 specifically detailed in Exhibit C. 13 14 VII. REQUIRED DISCLOSURES AND CERTIFICATION In this case, Heller Ehrman has not charged for expenses for: (a) office overhead;

15 (b) secretarial or other staff overtime; (c) charges for after-hours and weekend air 16 conditioning and other utilities; (d) cost of meals or transportation provided to attorneys and 17 staff working locally, unless incurred in the course of an in-office business meeting with 18 outside individuals; (e) word processing and similar clerical functions; and (f) amenities 19 such as newspapers, shoe shines, dry cleaning, etc. 20 Heller Ehrman's in-house photocopying is charged at 17 cents per page. Facsimiles

21 have been charged at $1.00 per page for outgoing transmissions, and no charge for 22 incoming ones. 23 Heller Ehrman seeks compensation for computerized legal research services at

24 actual cost, as best estimated by Heller Ehrman. 25 Heller Ehrman's requested compensation and expense reimbursement have been

26 billed at rates, in accordance with practices, no less favorable than those customarily 27 employed by Heller Ehrman and generally accepted by Heller Ehrman's clients. Heller
Heller Ehrman LLP

28 Ehrman believes that the hourly rates of the attorneys and paralegals practicing at Heller
HELLER EHRMAN FIRST FEE APP BK NO. 07-17941-PC

1 Ehrman are consistent with those prevailing in the San Francisco Bay Area, Washington 2 and New York communities for similar services of lawyers and paralegals of reasonably 3 comparable skill and reputation in those respective communities. 4 Heller Ehrman has neither received nor been promised any compensation from any

5 source in connection with this case or its services to be performed herein, except 6 compensation and reimbursement of expenses to be allowed by this Court and paid from the 7 estate, pursuant to the applicable provisions of the Bankruptcy Code and Rules. 8 Heller Ehrman has no agreement for sharing any compensation which Heller

9 Ehrman may receive in this case with any person other than members and associates of 10 Heller Ehrman. 11 12 VIII. REQUEST FOR COMPENSATION Based on the foregoing, Heller Ehrman requests the Court to approve this

13 Application; to allow it fees and expenses on an interim basis in the respective amounts of 14 $99,203.50 and $1,769.27, and to authorize the Debtors to pay any unpaid allowed amounts 15 forthwith. 16 17 18 19 20 21 22 23 24 SF 1442656v2 25 26 27
Heller Ehrman LLP

Dated: April 30, 2008

HELLER EHRMAN LLP

By /s/ Michaeline H. Correa MICHAELINE H. CORREA Special Corporate Counsel for Debtors

28
HELLER EHRMAN FIRST FEE APP BK NO. 07-17941-PC

EXHIBIT A

EXHIBIT B ATTORNEY/PARALEGAL BILLING SUMMARY BY TASK (November 30, 2007 - March 31, 2008) ADMINISTRATION (B100) Case Administration (B110) Attorneys 2007 Rate Peter Benvenutti Stephen Davis 675 Eric Raphan Michaeline Correa 485 495 Greg Papciak Paralegals Brett Stone Total

2007 Hours 0.30 0.10 0.10

2008 Rate 745 540 510

2008 Hours 0.30 0.50 0.20

Total Hours 0.30 0.30 0.50 0.30 0.10 0.50 2.00

Total Fees $223.50 $202.50 $270.00 $150.50 $49.50 $137.50 $1,033.50

275

0.50

Fee/Employment Applications (B160) Attorneys Peter Benvenutti 695 0.10 Stephen Davis 675 0.80 Susan Goldfarb 505 0.70 Michaeline Correa 485 6.00 Paralegals Brett Stone Total TOTAL ADMIN. (B100) OPERATIONS (B200) Business Operations (B210) Attorneys Peter Benvenutti Stephen Davis 675 2.00 Bernard Bell Greg Papciak 495 0.20 Michaeline Correa Total Employee Benefits/Pensions (B220) Stephen Davis 675 0.50 575 0.60 Greg Papciak Total Board of Directors Matters (B260) Attorneys

745 695 510 275

1.20 3.80 11.60 20.00

1.30 4.60 0.70 17.60 20.00 44.20 46.20

$963.50 $3,181.00 $353.50 $8,826.00 $5,500.00 $18,824.00 $19,857.50

745 695 670 525 510

0.40 27.30 7.90 0.80 0.10

0.40 29.30 7.90 1.00 0.10 38.70 0.50 0.60 1.10

$298.00 $20,323.50 $5,293.00 $519.00 $51.00 $26,484.50 $337.50 $345.00 $682.50

1439162_5.XLS

Peter Benvenutti Stephen Davis Bernard Bell Richard Goldstein Linda DeMelis Greg Papciak Michaeline Correa Total

675

7.50

495

3.00

745 695 670 670 545 525 510

3.90 51.90 5.50 0.30 0.10 4.40 0.50

3.90 59.40 5.50 0.30 0.10 7.40 0.50 77.10 116.90

$2,905.50 $41,133.00 $3,685.00 $201.00 $54.50 $3,795.00 $255.00 $52,029.00 $79,196.00

TOTAL OPERATIONS (B200) BANKRUPTCY-RELATED ADVICE (B400) Restructurings (B420) Attorneys Dan Titelbaum Total

750

0.20

0.20 0.20 0.20 163.30

$150.00 $150.00 $150.00 $99,203.50

TOTAL BANKRUPTCY-RELATED ADVICE (B400) GRAND TOTAL

1439162_5.XLS

EXHIBIT C SUMMARY OF EXPENSES (November 30, 2007 - March 31, 2008) Federal Express Photocopy Research Support Service Fees Telephone Travel Meals TOTAL EXPENSES $19.78 $36.38 $103.90 $313.62 $365.28 $885.57 $44.74 $1,769.27

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

ROBERT A. TRODELLA JR. (Bar No. 184081) MICHAELINE H. CORREA (Bar No. 215215) HELLER EHRMAN LLP 333 Bush Street San Francisco, California 94104 Telephone: (415) 772-6000 Facsimile: (415) 772-6268 Emails: robert.trodella@hellerehrman.com miki.correa@hellerehrman.com Special Corporate Counsel for Debtors and Debtors In Possession, National R.V. Holdings, Inc. and National R.V., Inc. Debtors' Mailing Address 3411 N. Perris Blvd. Perris, CA 92571 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 PROOF OF SERVICE

PROOF OF SERVICE BK NO. 07-17941-PC