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 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. SUBMISSION OF INTERCOMPANY AGREEMENTS AND NOTES No Hearing Required Case No.: 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:07-17937-PC

13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
104271.1

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

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 the following agreements and notes between the Debtors (which the Debtors believe are still effective), which have recently been shared with the Official Committee of Creditors Holding Unsecured Claims appointed in the case of NRV and the ad hoc committee of equity holders of NRVH: Exhibit A Agreement and Plan of Merger By And Among National R.V. Holdings, Inc., National R.V., Inc. and Country Coach, Inc. Dated as of December 22, 1998. Exhibit B Exhibit C Contribution Agreement dated January 1, 1999. Management and Administrative Services Agreement entered into as of December 31, 1998. Exhibit D Exhibit E Exhibit F Real Property Lease effective January 1, 1999. License Agreement entered into as of December 31, 1998. Cash Management Agreement entered into as of December 31, 1998 (which includes certain Revolving Promissory Notes attached thereto as Exhibits A and B.)

13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28
104271.1

DATED: April 7, 2008

/s/ Jonathan S. Shenson JONATHAN S. SHENSON, an Attorney with KLEE, TUCHIN, BOGDANOFF & STERN LLP Bankruptcy Counsel for Debtors and Debtors in Possession

EXHIBIT A AGREEMENT AND PLAN OF MERGER BY AND AMONG NATIONAL R.V. HOLDINGS, INC. AND COUNTRY COACH, INC.

EXHIBIT B CONTRIBUTION AGREEMENT

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT B

EXHIBIT C MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT

EXHIBIT C

EXHIBIT C

EXHIBIT C

EXHIBIT C

EXHIBIT C

EXHIBIT C

EXHIBIT C

EXHIBIT C

EXHIBIT C

EXHIBIT D REAL PROPERTY LEASE

EXHIBIT D

EXHIBIT D

EXHIBIT D

EXHIBIT D

EXHIBIT D

EXHIBIT D

EXHIBIT D

EXHIBIT D

EXHIBIT D

EXHIBIT D

EXHIBIT D

EXHIBIT E LICENSE AGREEMENT

EXHIBIT E

EXHIBIT E

EXHIBIT E

EXHIBIT E

EXHIBIT E

EXHIBIT E

EXHIBIT E

EXHIBIT E

EXHIBIT E

EXHIBIT E

EXHIBIT E

EXHIBIT F CASH MANAGEMENT AGREEMENT ENTERED INTO AS OF DECEMBER 31, 1998 (Includes Certain Revolving Promissory Notes Attached Thereto as Exhibits A and B)

EXHIBIT F

EXHIBIT F

EXHIBIT F

EXHIBIT F

EXHIBIT F

EXHIBIT F

EXHIBIT F

EXHIBIT F

EXHIBIT F

EXHIBIT F

EXHIBIT F

EXHIBIT F

EXHIBIT F