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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 425 West Rider Street Unit B4 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 STATEMENT RE MOTION FOR RECONSIDERATION OF ORDER DENYING THE APPOINTMENT OF OFFICIAL COMMITTEE OF EQUITY HOLDERS Date: Time: Place: Hearing April 21, 2008 9:30 a.m. Courtroom 303 U.S. Bankruptcy Court 3420 Twelfth Street Riverside, CA 92501

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New Version of Statement (2)

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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

National R.V. Holdings, Inc. ("NRVH") and National R.V., Inc. ("NRV"), the debtors and debtors in possession in the above-captioned cases (collectively, the "Debtors"), file this statement concerning the Motion of Ad Hoc Committee of Equity Holders for Appointment of Official Committee of Equity Holders [Docket #304] (the "Motion") filed by Ali M.M. Mojdehi of Baker & McKenzie on behalf of Milfam II, L.P., Miller Irrevocable A-4, Millennium Partners, LLC, Michael Cooney, and Barry A. Shaw, Jr. (the "Ad Hoc Equity Committee"), 1 and respectfully state as follows: Simply put, it is premature for the Debtors or anybody else, for that matter, to make any meaningful determination concerning the solvency of NRVH and, by extension, whether the appointment of an official committee of equity holders is necessary in order to ensure that the interests of equity are adequately protected. Not only are the Debtors still waiting for claims to come in (as the bar date is April 17, 2008), but also there are open issues concerning the amount of the intercompany A/R and the allocation of assets and liabilities between the Debtors (the "Intercompany Issues") -- all of which must be addressed and resolved before the Debtors have any real visibility on whether NRVH is solvent or not. Thus, by and through this Statement, the Debtors seek only to apprise the Court of the following: (a) the state of information relating to the Intercompany Issues, and (b) what the Debtors intend to do in order to address the Intercompany Issues generally, which would moot out the purported need for an official committee of equity holders. The Debtors are still in the process of identifying, locating and, to the extent necessary, generating financial and other information which will be necessary to facilitate any meaningful analysis concerning the Intercompany Issues. However, the fact that this process is not yet complete should not come as surprise. As is typically the case, from the outset, the Debtors have been focused on proceeding with the quick, orderly disposition of their assets and wind-down of

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Baker & McKenzie ("B&M") has represented the Debtors in the past. B&M approached the Debtors post-petition, requesting that the Debtors execute a conflict waiver in connection with B&M's representation of certain of these shareholders -- which the Debtors declined to do. And the Debtors reserve any and all rights to object to the retention of B&M by the Ad Hoc Equity Committee, as well as any application to employ B&M by any official committee appointed in these cases.

New Version of Statement (2)

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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

their business to maximize value for the estates and, at the same time, limiting the amount of post-petition obligations for rent, storage and the like. Thus, matters concerning the

Intercompany Issues and claims generally usually come later in the process and the Debtors are only now beginning to address such matters in these cases. 2 The Debtors are also in the process of putting mechanisms in place to address and resolve the Intercompany Issues in a manner which will ensure that the interests of all of NRVH and NRVs constituents are being adequately represented -- including, creditors and equity of NRVH as well as creditors of NRV. Specifically, NRVH, which has duties to creditors and equity of NRVH, intends to proceed with an application to employ "special counsel" to advise it and its directors (which do not serve in similar capacity at NRV) on these issues. 3 NRVH has already selected proposed counsel and is in the process of completing negotiations concerning the terms of counsel's engagement. And, for its part, NRV intends to enter into a stipulation with the Creditors Committee, subject to Court approval, which would enable the committee to take up these issues on behalf of the NRVs estate and, specifically, its creditors. The Debtors believe the foregoing approach will enable the Intercompany Issues to be addressed in a fair, equitable and cost efficient manner. While the Debtors appreciate the fact that the Ad Hoc Equity Committee believes an official committee of equity holders is best suited to address these issues on behalf of NRVH, it is beyond dispute that there are also creditors at the NRVH level and that their interests need to be represented as well. Indeed, in addition to the roughly $750,000 of unsecured claims listed on NRVH's schedules, NRVH has listed many unsecured claims on their schedules with "unknown" amounts. Moreover, the bar date has yet to
2

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The Debtors have made clear to the Ad Hoc Equity Committee that much of the information it has requested concerning Intercompany Issues is not yet available, and, therefore, roundly reject the assertions made by the Ad Hoc Equity Committee that the Debtors have not been forthcoming in terms of sharing information. In fact, the Debtors have provided copies of agreements and revolving notes between the Debtors, which they believe are still effective (the "Intercompany Agreements"), which appear to provide the basis for the calculation of the intercompany account receivable. Copies of the Intercompany Agreements are being filed concurrently with this statement. In addition, the Debtors have made clear that they will share non-privileged information with the Ad Hoc Equity Committee when it becomes available. As this Court may recall, Klee, Tuchin, Bogdanoff & Stern LLP was employed as bankruptcy counsel for both Debtors and, therefore, cannot advise the Debtors on intercompany matters.

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New Version of Statement (2)

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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

pass, and it is reasonable to assume that there will be additional claims filed against NRVH. 4 Finally, while the foregoing should obviate any purported need for an official committee of equity holders in the case of NRVH, the Debtors welcome the continued participation of the Ad Hoc Equity Committee in these cases. Respectfully Submitted.

DATED: April 7, 2008

/s/ Jonathan S. Shenson JONATHAN S. SHENSON, a Member of KLEE, TUCHIN, BOGDANOFF & STERN LLP Bankruptcy Counsel for Debtors and Debtors in Possession

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4

As an aside, while Debtors believe they have a defense which will absolve them of any liability, a class action complaint was filed against the Debtors alleging certain WARN Act liability which could result in significant administrative claims against both their estates.

New Version of Statement (2)