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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) MICHAEL L. TUCHIN (State Bar No. 150375) 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, California 90067 Telephone: (310) 407-4000 Facsimile: (310) 407-9090 Proposed Bankruptcy Counsel for Debtor and Debtor In Possession Debtors Mailing Address 3411 N. Perris Blvd. Perris, CA 92571 National R.V. Holdings, Inc.s Tax I.D. #XX-XXX-1079 UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA RIVERSIDE DIVISION In re NATIONAL R.V. HOLDINGS, INC., a Delaware corporation, Debtor. DISCLOSURE OF COMPENSATION OF PROPOSED BANKRUPTCY COUNSEL FOR DEBTOR AND DEBTOR IN POSSESSION PURSUANT TO BANKRUPTCY CODE SECTION 329(a) AND BANKRUPTCY RULE 2016(b) No Hearing Required Case No.: 6:07-17941-PC Chapter 11

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

Pursuant to Bankruptcy Code section 329(a) and Rule 2016(b) of the Federal Rules of Bankruptcy Procedure, Klee, Tuchin, Bogdanoff & Stern LLP ("KTB&S"), proposed bankruptcy counsel to the above-referenced debtor and debtor in possession, together with its affiliate National R.V., Inc. (collectively, the "Debtors"), hereby submits this statement regarding the compensation that it has received and expects to receive from the Debtors in connection with these cases. The Debtors commenced these cases by filing voluntary

chapter 11 petitions for relief on November 30, 2007 (the "Petition Date"). Beginning in October 2007, KTB&S began providing services to the Debtors to assist them in their efforts to address their liabilities, including out-of-court restructuring efforts and assisting the Debtors in preparation of these chapter 11 cases. In so doing, KTB&S has become intimately familiar with the Debtors and their affairs. The partners and associates at KTB&S who will advise the Debtors in these cases have wide-ranging experience in insolvency and bankruptcy law, as well as in litigation, corporate and real estate law. The Debtors require bankruptcy counsel to render the following types of professional services, among others: a. b. To advise the Debtors regarding matters of bankruptcy law; To represent the Debtors in proceedings or hearings in the United States

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Bankruptcy Court for the Central District of California (the "Bankruptcy Court") involving matters of bankruptcy law; c. To assist the Debtors with the negotiation, documentation and any

necessary Court approval of transactions disposing of property of the estates; d. To advise the Debtors concerning the requirements of the Bankruptcy

Code, and federal and local rules relating to the administration of these cases, and the effect of these cases on the operations of the Debtors; and e. To assist the Debtors in the negotiation, preparation, confirmation, and

implementation of a chapter 11 plan or plans. In the period preceding the Petition Date (i.e., from October 2007 to November 30, 2007), KTB&S received approximately $406,857.41 from the Debtors on account of legal
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KLEE, TUCHIN, BOGDANOFF & STERN LLP 1999 AVENUE OF THE STARS, 39TH FLOOR LOS ANGELES, CALIFORNIA 90067 TELEPHONE: (310) 407-4000

services rendered (and to be rendered) and expenses incurred (and to be incurred). Of this amount, KTB&S has expended approximately $174,499.39 on account of its prepetition services and expenses, leaving approximately $233,430.09 (including interest) on balance in KTB&S's client trust account as of the Petition Date. Prior to the Petition Date, KTB&S received $320,000 as a retainer. In addition, the Debtors paid one invoice in full in the amount of approximately $86,857.41. The above amounts are an estimate; KTB&S is reconciling these amounts based upon the preparation of its prepetition invoice. KTB&S has agreed to accept as compensation for its services such sums as may be allowed by this Court in accordance with applicable law. A list of the guideline hourly rates for those members of KTB&S expected to render services to the Debtors is attached to KTB&Ss employment application as Exhibit 3. No additional compensation will be paid by the Debtors to KTB&S except as approved by the Bankruptcy Court. KTB&S will file one or more fee applications seeking Court authority to receive compensation and reimbursement of expenses from the Debtors consistent with any orders of the Bankruptcy Court and applicable procedures established by the Office of the United States Trustee. If the Court authorizes interim fee procedures in these cases, KTB&S will seek monthly compensation pursuant to such procedures. To the extent any fees or expenses paid to KTB&S are disallowed by this Court, KTB&S understands that such disallowed amounts may be ordered disgorged by KTB&S and returned to the Debtors. KTB&S has not agreed to share the compensation received in connection with these cases with any person unless they are members or associates of KTB&S. DATED: December 10, 2007 /s/ David M. Guess DAVID M. GUESS, an Attorney with KLEE, TUCHIN, BOGDANOFF & STERN LLP Proposed Bankruptcy Counsel for Debtor and Debtor in Possession

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