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DOUGLAS C. EMHOFF (SBN 151049) JON-JAMISON HILL (SBN 203959) VENABLE LLP 2049 Century Park East, Suite 2100 Los Angeles, California 90067 Telephone: (310) 229-9900 Facsimile: (310) 229-9901 Attorneys for Defendants National R.V. Holdings, Inc. and National R.V., Inc.

UNITED STATES BANKRUPTCY COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA, RIVERSIDE DIVISION

In re: NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation, Debtors. HENRY CAOUETTE, an individual, Plaintiff, v. NATIONAL R.V. HOLDINGS, INC., a Delaware corporation; NATIONAL R.V., INC., a California corporation. Defendants.

Case No.: 6:07-17941-PC Chapter 11 Jointly Administered Case: 6:07-17937-PC Adv. No.: 6:07-01305-PC VENABLE LLPS FIRST FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES AS SPECIAL LABOR AND EMPLOYMENT COUNSEL FOR THE DEBTORS AND DEBTORS-INPOSSESSION Hearing: Date: June 10, 2008 Time: 9:30 a.m. Place: Courtroom303 3420 Twelfth Street Riverside, CA 92501 Judge: Hon. Peter H. Carroll

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TO THE HONORABLE PETER H. CARROLL, UNITED STATES BANKRUPTCY JUDGE: VENABLE LLP ("Venable") hereby submits its First Fee Application for Compensation and Reimbursement of Expenses as Special Labor and Employment Counsel for the Debtors and Debtors-in-Possession (the "Application") pursuant to sections 330 and 331 of title 11 of the United States Code (the "Bankruptcy Code") and Local Bankruptcy Rule 2016-1(b) for allowance of compensation for professional services rendered and reimbursement of actual and necessary expenses incurred by Venable as special labor and employment counsel to the Debtors and Debtors-in-Possession, for the period from December 2007 to March 31, 2008 (the "Compensation Period") as actual and necessary expenses. Venable respectfully represents: I. SUMMARY 1. 2. FROM PETITION On January 30, 2008, the Debtor filed and Application to Employ Venable as In support of the Application,

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Special Labor and Employment Counsel to the Debtors and Debtors-in-Possession. By Order entered on February 25, 2008, the Court authorized and approved employment of Venable as Special Labor and Employment Counsel to the Debtors and Debtors-in-Possession. 3. 4. FROM PETITION This Application is Venable's first application seeking approval of compensation

and reimbursement of expenses incurred. 5. Venable respectfully applies for allowance of fees and expenses incurred for the

Compensation Period. As discussed below, Venable seeks (a) allowance of fees in the amount of $59,329.50, and (b) allowance of expenses incurred in the amount of $4,140.46. Any services rendered or expenses incurred through and including March 31, 2008 that have not been transferred to the firm's computerized billing records prior to the date of this Application are not reflected in this Application and will be reflected in subsequent applications. 6. 7. Venable has not previously sought approval of fees and expenses. During the Compensation Period, Venable and its staff have rendered no less than

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151.90 hours of services valued at $59,329.50 based on customary billing rates charged by Venable for such services rendered to solvent clients, and incurred expenses in the amount of $4,140.46. 8. The Venable Employment Notice indicates that Venable was employed by

Debtors and Debtors-in-Possession on January 2, 2007, and the order entered on February 25, 2008, indicates that Venable was employed effective as of November 30, 2007. Venable began providing services to the Debtors on January 2, 2008. 9. During the time period from December 2007 to March 31, 2008, Venable

commenced its review and analysis of the matters in question. The cost of those services at standard hourly rates, which services are further described in Exhibit A to the Emhoff Declaration and included in the total amount sought in this Application, is $59,329.50. 10. fees. 11. Venable believes that the compensation and reimbursement of expenses requested By this Application, Venable respectfully requests allowance and payment of its

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herein is reasonable in light of the nature, extent and value of services rendered, and thus should be approved in its entirety. In further support of this Application, Venable submits the attached Emhoff Declaration and represents as follows. II. SUMMARY OF COMPENSATION FOR PROFESSIONAL SERVICES 12. Exhibit A to the Emhoff Declaration includes the time spent, rate, and billing

attributable to each person who performed compensable services and is characterized in accordance with the United States Trustee's Guide to Professional Compensation (the "Guidelines"). As required by the Guidelines, Exhibit A to the Emhoff Declaration also contains a professional fee statement, a summary of fees and disbursements for services performed in this case during the Compensation Period. 13. Venable's time records are input into the firm's computerized billing system by

the attorney performing the task. Time reports are organized on a daily basis by category, and no entry is made for service unless at least one-tenth of an hour was spent with respect to the service performed for the client. Venable has attempted to avoid "lumping," and unless time was

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spent in one time frame on a variety of different matters for a particular client, separate time entries are set forth in the time reports for each task. The total amounts billed for services rendered and costs incurred during this Compensation Period, after application of the billing judgment referred to above, are as follows: Fees Expenses Total Balance Due from Debtors and Debtors-in-Possession 14. Venable's professional services fees are based upon the time, nature, extent and $59,329.50 $4,140.46 $63,469.96

value of such services and the cost of comparable services in its markets. Presently, Venable customarily charges its clients hourly rates that are consistent those referred to in the Venable Employment Notice. 15. This Application sets forth Venable's work in narrative and chronological

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sequence. Venable has provided services under ten billing categories: Analysis/Strategy; comments on Labor Legislation; Counseling on Employment Action; Fact Investigation/Development; Interoffice Conferences/Memos; Legal Research; Litigation Division-General; Other Case Assessments, Dev. & Admin.; Other Written Mot & Submissions; and Pleadings. Exhibit A to the Emhoff Declaration provides a detail for the time spent on each category. III. Description of Services Provided and Expenses INCURRED FROM DURING THE COMPENSATION PERIOD A. 16. Summary of the Case Beginning in January 2008, Venable began providing services to the Debtors, in

particular, as defense counsel in the case of Caouette v. National R.V. Holdings, Inc. (In re National R.V. Holdings, Inc.), Bk. Case No. 6:07-17941-PC, Adv. Case No. 6:07-01305-PC (the "WARN Act Proceeding"). The WARN Act Proceeding alleges that the termination of Henry Caouette and all other similarly situated employees on or about November 30, 2007, violated the Work Adjustment and Retraining Notification Act, 29 U.S.C. 2101-2109 (the "WARN Act") 3
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and violated similar requirements under California law, Cal. Lab. Code 1400-1408 (the "California WARN Act"). Both the WARN Act and the California WARN Act require an employer, subject to certain statutory exceptions, to give sixty days notice prior to a plant closing or mass layoff. Plaintiff contends that the failure to give him and all other similarly situated employees sixty days notice prior to their layoff violated the WARN Act and the California WARN Act. The WARN Act Proceeding is a proposed class action seeking relief on behalf of all employees who were laid off on or about November 30, 2007. The WARN Act Proceeding seeks an award for each plaintiff of sixty days wages and benefits as well as attorneys' fees. B. 17. Description of Categories of Services Rendered The following description highlights the area in which Venable provided services

on behalf of the Trustee, as designated by billing category, during the Compensation Period. Exhibit A to the Emhoff Declaration describes in detail the scope of the work completed within each billing category. Services provided by Venable has been beneficial to the estate, and necessary for the administration of this case. 1. 18. Fact Investigation/Development

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Venable expended 76.60 hours resulting in fees of $27,576.00 for services related

to preparation of the defenses and development of facts in this matter. 2. 19. Interoffice Conferences and Memos

Venable expended 0.20 hours resulting in fees of $76.00 for services related to

interoffice conferences in connection with this matter. 3. 20. Legal Research

Venable expended 8.90 hours resulting in fees of $2,366.00 for services related to

legal research in this matter. 4. 21. Litigation Division-General

Venable expended 11.00 hours resulting in fees of $5,225.00 for services related

to preparation of various pleadings and actions in this matter. 5. 22. Other Case Assess, Dev. & Admin.

Venable expended 5.80 hours resulting in fees of $1,822.00 for services related to

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various case assessment and administrative activities. 6. 23. Other Written Mot. & Submission

Venable expended 1.90 hours resulting in fees of $722.00 for services related to

preparation of other submissions in this matter. 7. 24. Pleadings

Venable expended 3.20 hours resulting in fees of $1,174.00 for services related to

preparation of pleadings in this matter. C. 25. Time Expended by Venable During Compensation Period Venable has expended a total of 151.90 hours performing services on behalf of

the Debtors and Debtors-in-Possession during the Compensation Period for which compensation is sought. Associates and paralegals are utilized, when possible, in an effort to minimize expenses. Venable submits a reasonable fee for the 151.90 hours of services rendered as described in the attached exhibits, is the sum of $59,329.50 which is based on the time and hourly rates of Venable's partners, of counsel attorneys, associates, and paralegals as adjusted as noted in the exercise of billing judgment. 26. As required by Local Bankruptcy Rule 2016-1(a)(1)(G), attached as Exhibit A to

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the Emhoff Declaration is a summary of the time expended in each category by each profession who rendered services during the Compensation Period. Exhibit A provides a detailed list of the hourly rates charged by Venable professionals in compliance with Local Bankruptcy Rule 20161(a)(1)(G). Venable submits that the hourly rates charged during the Compensation Period compares with the rates customarily charged by other professionals. 27. Exhibit A attached to the Emhoff Declaration , pursuant to Local Bankruptcy

Rule 2016-1(a)(1)(E), provides time records in which the entries are listed in chronological order by billing code category. D. 28. Description of Expenses Incurred by Venable Venable incurred costs after application of billing judgment in the amount of

$4,140.46 in performing necessary services in this case during the Compensation Period. Exhibit A attached to the Emhoff Declaration provides a summary listing of all costs for which

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reimbursement is sought, including a detailed daily list of all such costs incurred by Venable. Every effort was made by Venable to limit expenses and to use the most economical means to accomplish the required tasks. In seeking reimbursement for the expenses, Venable is seeking reimbursement only for the actual expenditure and has not marked up the actual cost paid to outside vendors. Certain internal expenses are charged as set forth below, at rates which the firm believes approximates, as best can be reasonably estimated, the firm's actual cost of such expenses. 29. Venable customarily charges its clients $0.20 per page for in-house photocopying.

Venable's photocopying machines automatically record the number of copies made when the person that is photocopying enters the client's account number into a device attached to the photocopying machine. Venable summarizes each client's photocopying charges on a daily basis and such charges are reflected in Exhibit A to the Emhoff Declaration. 30. Venable also customarily records telephone expenses associated with individual

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client accounts. These charges are automatically recorded as the calls are made, charged at the published rates, and summarized by client on a monthly basis. To the extent Venable requests reimbursement of the costs of facsimiles, it has reduced its rate for this matter to $1.00 per page. 31. Venable attempted to avoid overnight delivery expenses, when express delivery

was required, the charges for the express delivery services were posted to the clients' accounts and reimbursement is sought at the actual amounts charged by the outside services. When express delivery was required, Venable attempted to use the least expensive services available consistent with obtaining delivery within the time required. When possible, Venable encourages use of UPS for overnight delivery services because clients can obtain the benefit of the firm's more favorable bulk rate contract with that carrier. IV. THE FEES AND EXPENSES REQUESTED SHOULD BE AWARDED BASED UPON APPLICABLE LAW A. A Reasonable Hourly Rate shall be multiplied by the Hours Expended to Calculate the Lodestar Award 32. The same "general principles" applied to determining awards under the federal

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fee-shifting statues, with "some accommodations to the peculiarities of bankruptcy matters," should guide a court in determining the amount of allowable fees under 11 U.S.C. 330. In re Manoa Finance Co., Inc., 583 F.2d 687, 691 (9th Cir. 1988); see also Matter of Schaeffer, 71 B.R. 559, 563 (Bankr. S.D. Ohio 1987). 33. The courts in Johnson v. Georgia Highway Express, Inc., 488 F.2d 714, 717-719

(5th Cir. 1974), and Kerr v. Screen Extra Guild, Inc., 526 F.2d 67, 70 (9th Cir. 1975, cert. denied, 425 U.S. 951 (1976), enumerated twelve factors relevant to determining such fees: (1) the time and labor required; (2) the novelty and difficulty of the questions, (3) the skill requisite to perform the legal service properly, (4) the preclusion of other employment by the attorney due to acceptance of the case, (5) the customary fee, (6) whether the fee is fixed or contingent, (7) time limitations imposed by the client or the circumstances, (8) the amount involved and the result obtained, (9) the experience, reputation and ability of the attorneys, (1) the undesirability of the case, (11) the nature and length of the professional relationship with the client, and (12) awards in similar cases. See First Colonial Corp. of America, 544 F.2d 1291 (5th Cir. 1977) (Johnson criteria applicable in bankruptcy cases). 34. Both Johnson and Kerr offered guidelines as to the relevant factors for

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determining attorneys fees. In 1984, the Supreme Court provided guidelines to establish reasonable fees under the Civil Rights Attorney's Fees Award Act of 1976, 42 U.S.C. 1988. Blum v. Stenson, 465 U.S. 886 (1984). The so-called "lodestar" calculation evolved out of that case and is described as: The initial estimate of a reasonable attorney's fee is properly calculated by multiplying the number of hours reasonably expended on the litigation times a reasonable hourly rateAdjustments to that fee then may be made as necessary in the particular case. Blum v. Stenson, 465 U.S. at 888. 35. The Supreme Court subsequently indicated that the factors for determining a fee

should be applied using the lodestar approach. Pennsylvania v. Delaware Valley Citizens' Concil for Clean Air, 478 U.S. 546 (1986). Applying the Clean Air Act, the Court expressly rejected the adhoc application of the Johnson and Kerr factors stating that "the lodestar figure 7
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includes most, if not all of the relevant factors constituting a 'reasonable' attorney's fee ." 478 U.S. at 563-66. 36. Although the lodestar analysis is the primary basis for determining fees under the

Bankruptcy Code and other federal statutes, other factors which were previously applied on an ad hoc basis, still apply in calculating the appropriate hourly rate to use under the lodestar formula. In a Chapter 13 case, the Sixth Circuit rejected the assertion that only a "normal and customary" fee should be awarded absent exceptional results. In re Boddy, 950 F.2d 334, 227 (6th Cir. 1991). In so holding, the court acknowledged that, The court can legitimately take into account the typical compensation that is adequate for attorneys; fees in Chapter 13 case, as long as it expressly discusses these factors in light of the reasonable hours worked and a reasonable hourly rate. The bankruptcy court also may exercise its discretion to consider other factors such as the novelty and difficulty of the issues, the special skills of counsel, the results obtained, and whether the fee awarded is commensurate with fees for similar professional services in non-bankruptcy cases in the local area. 950 F.2d at 338. 37. As a result, the twelve Johnson and Kerr factors discussed below continue to be

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relevant in establishing fees. (a) Time and Labor Required

Venable seeks compensation for the time that is set for in Exhibit A to the Emhoff Declaration attached hereto. In light of the labor required in this case, Venable's services and time expenditure are reasonable. (b) Novelty and Difficulty of Questions Presented

This case involves novel and difficult issues of law, particularly in the labor and employment law areas for which Venable was employed as special counsel. The issues in this case require a thorough investigation on the part of the attorneys and paralegals assisting in this matter, and sophistication and experience in dealing with and resolving such issues. (c) The Skill Requisite to Perform the Legal Services Properly

Venable's expertise in litigation and labor and employment issues are all being utilized in an effort to resolve the issues for which Venable was employed. Venable's attorneys are 8
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focusing their efforts to protect the assets of the estate. The complex issues in this case require a high level of skill and competence to properly provide the necessary services. (d) Preclusion of Other Employment

Although this matter has required significant effort by a number of Venable litigation and labor and employment attorneys, representation of the Debtors and Debtors-in-Possession during the Compensation Period did not preclude them from other employment opportunities. (e) The Customary Fee

The compensation sought by Venable in this Application is in line with the customary compensation the firm charges in representing clients with similar complex tax matters and debtors in similar circumstances. (f) Whether the Fee is Fixed or Contingent

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Compensation is sought under the formula appropriate in this matter. (g) Time Limitation Imposed by the Trustee or the Circumstances

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The complex issues and the circumstances surrounding this case have required intensive efforts and commitments on the part of Venable professionals. As such, Venable and its professional worked many hours in its efforts to assist the Debtors and Debtors-in-Possession in this case. Venable has made the effort to keep its costs to a minimum. (h) The Amount Involved and the Results Obtained

Venable believes that it has provided a high standard of service and has worked toward obtaining results favorable to the Debtors and Debtors-in-Possession. (i) Experience, Reputation and Abilities of the Firm

Venable's experience in the areas of litigation, labor and employment, and resolution of complex issues in these areas are well known and respected not only within the Mid-Atlantic region, but also throughout the United States. The services that Venable has provided are in line with these high standards and expectations. (j) The Undesirability of this Case

Venable was employed on complicated labor and employment matters, both as to the law and the facts, that require Venable to deal with counsel for plaintiffs in an effort to obtain a fair

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and reasonable result for the Debtors and Debtors-in-Possession. (k) Nature and Length of Professional Relationship with Client

Venable had not previously represented the Debtors and Debtors-in-Possession. It continues to play a substantial and significant role in resolving the tax issues involved in this case. (l) Awards in Similar Cases

The amount Venable seeks in this case is similar to awards that courts have awarded in similar cases. V. CONCLUSION 38. Venable believes the compensation requested herein is warranted based on the

quality of services rendered, the complexity of the issues presented, the results obtained, as well as the actual amount of hours that were expended. Based on the above, Venable believes that full payment of the amounts requested is justified when taking into consideration with the benefits to the estate. 39. Venable does not have any agreements with any other person for sharing

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compensation received in connection with this case, except within the firm. 40. Notice of this Application and the amount of compensation and expenses sought

herein will be served in accordance with the Order of this Court. WHEREFORE, based on the foregoing, Venable respectfully requests that the Court enter an order (a) granting final allowance of its fees in the amount of $59,329.50 and expenses in the amount of $4,140.46 for services rendered by Venable during the Compensation Period, (b) authorizing payment of any and all outstanding fees and expenses of Venable for the Compensation Period, and (c) granting Venable such other and further relief that the Court deems just and proper. Dated: May 1, 2008 VENABLE LLP

By:

/s/ Jon-Jamison Hill Jon-Jamison Hill Attorneys for Defendants National R.V. Holdings, Inc. and National R.V., Inc.
DEFENDANTS FIRST FEE APPLICATION

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PROOF OF SERVICE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES I am employed in the County of Los Angeles, State of California. I am over the age of 18 and not a party to the within action; my business address is Venable, LLP, 2049 Century Park East, Suite 2100, Los Angeles, California. On April 1, 2008, I served a copy of the foregoing document described as VENABLE LLPS FIRST FEE APPLICATION FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES AS SPECIAL LABOR AND EMPLOYMENT COUNSEL FOR THE DEBTORS AND DEBTORS-IN-POSSESSION on the interested parties in this action addressed as follows: See attached Service List

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BY MAIL (CCP 1013(a)&(b)): I am readily familiar with the firms practice of collection and processing correspondence for mailing with the U.S. Postal Service. Such envelope(s) is deposited with the U.S. postal service on the same day this declaration was executed, with postage thereon fully prepaid at 2049 Century Park East, Suite 2100, Los Angeles, California, in the ordinary course of business. BY NOTICE OF ELECTRONIC FILING: I caused to be served the above-described document by means of electronic transmission of the Notice of Electronic Filing through the Courts transmission facilities, for parties and/or counsel who are registered ECF Users.

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Executed on April 1, 2008, at Los Angeles, California (STATE) I declare under penalty of perjury under the laws of the State of California that the above is true and correct. (FEDERAL) I declare that I am employed in the office of a member of the Bar of this Court at whose direction the service was made. I declare under penalty of perjury under the laws of the United States of America that the above is true and correct.

Jon-Jamison Hill

/s/ Jon-Jamison Hill Signature

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SERVICE LIST In Re National R.V. Holdings, Inc.; National R.V., Inc. OFFICE OF THE UNITED STATES TRUSTEE UNITED STATES TRUSTEE ATTN: TIMOTHY J. FARRIS 3685 MAIN STREET, SUITE 300 RIVERSIDE, CA 92501 COUNSEL FOR DEBTOR JONATHAN S. SHENSON KLEE TUCHIN BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CA 90067 ATTORNEYS FOR CREDITORS COMMITTEE HAMID R. RAFATJOO PACHULSKI, STANG, ZIEHL & JONES LLP 10100 SANTA MONICA BOULEVARD ELEVENTH FLOOR LOS ANGELES, CA 90067 COUNSEL FOR WELLS FARGO GREENBERG TRAURIG, LLP ATTN: DAVID B. KURZWEIL, ESQ. THE FORUM 3290 NORTHSIDE PKWY, SUITE 400 ATLANTA, GA 30327 WELLS FARGO, N.A. ATTN: CHARLES F. LILES WELLS FARGO BUSINESS CREDIT 400 NORTHRIDGE ROAD, SUITE 600 ATLANTA, GA 30350

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DECLARATION OF JONATHAN CORN

I, JONATHAN CORN, declare: 1. I am the former General Counsel of National R.V. Holdings, Inc. I have personal

knowledge of each fact stated in this declaration, and if called as a witness, I could and would testify competently to those facts. 2. I have reviewed the attached time charges for Venable LLP, Debtors and Debtors-

in-Possessions special labor and employment counsel. 3. I believe that the time charges are reasonable, necessary, and appropriate, and

hereby request that they be approved by the Court. I declare under penalty of perjury that the foregoing is true and correct, and that this

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declaration was executed this _____ day of ________________, 2008 at Los Angeles, California.

_____________________________________ Jonathan Corn

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