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Scott E. Blakeley (State Bar No. 141418) E-Mail: seb@bandblaw.com BLAKELEY & BLAKELEY LLP 1000 Quail Street, Suite 200 Newport Beach, California 92660 Telephone: (949) 260-0611 Facsimile: (949) 260-0613 Counsel for The Dometic Corporation

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.

Bk. Case No.: 6:07-17941-PC Chapter 11 Jointly Administered with Case No.: 6:0717937-PC MOTION FOR ALLOWANCE AND IMMEDIATE PAYMENT OF THE DOMETIC CORPORATIONS RECLAMATION CLAIM Hearing Date and Time Date: May 20, 2008 Time: 9:30 a.m. Dept: Courtroom #303 3420 Twelfth Street Riverside, CA 92501

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Creditor The Dometic Corporation (Dometic), by and through its undersigned counsel, hereby moves the Court for allowance and immediate payment of Dometic s reclamation claim

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(Motion). In support of the Motion, Dometic relies on the Declaration of Greg Weber (Weber Declaration) filed contemporaneously herewith and, respectfully represented as follows: BACKGROUND

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1.

On November 30, 2007 (the Petition Date), National R.V. Holdings, Inc., a Delaware

corporation, and National R.V. Inc., a California corporation (the Debtor), filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code. 2. Dometic supplied refrigerators, air conditioners, microwaves, awnings, and toilets

(Goods) to the Debtor for the Debtors manufacture and distribution of recreational vehicles
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(RVs). See Weber Declaration, p. 2, 4. 3. Prior to the Petition Date, the Debtor ordered from Dometic and Dometic sold and

delivered to the Debtor, Goods in the amount of $485,749.84 within 45 days of the Petition Date (the Reclamation Goods). See Weber Declaration, p. 2, 5. 4. Dometic sold the Reclamation Goods to the Debtor in the ordinary course of the

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Debtors business and the Reclamation Goods w received by the Debtor while insolvent. See ere Weber Declaration, p. 2, 6. 5. On December 5, 2007, Dometic made written demand upon the Debtor for the

segregation and return of the Reclamation Goods in accordance with 546(c) of the Bankruptcy Code
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and Section 2-702 of the California Commercial Code (the Reclamation Demand). A copy of the Reclamation Demand is attached hereto as Exhibit 1. 6. In the twenty days leading up to the Petition Date, Dometic sold and delivered

$104,435.19 worth of the Reclamation Goods to the Debtor (the 503(b)(9) Goods). See Weber Declaration, p. 2, 8.

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7.

The 503(b)(9) Goods were sold to the Debtor in the ordinary course of the Debtors

business and were received by the Debtor within 20 days of the Petition Date. True and correct copies of the invoices reflecting these deliveries are attached hereto as Exhibits 2A through 2J. Proofs of

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delivery are attached to each of the respective invoices. 8. The Debtor ignored its obligation to return the Reclamation Goods to Dometic pursuant

to the Reclamation Demand. See Weber Declaration, p. 3, 10. 9. On March 18, 2008, the Debtor filed a February 2008 Monthly Operating Report

(Monthly Report) listing $6,296,410.17 as the Debtors unrestricted cash on hand. A true and
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correct copy of the page evidencing the Debtors unrestricted cash on hand on the Monthly Report is attached hereto as Exhibit 3. 10. The Debtor has failed to return or pay any of the Reclamation Goods in the amount of

$485,749.84, including the 503(b)(9) Goods in the amount of $104,435.19. Debtors are therefore owed $485,749.84 to Dometic. See Weber Declaration, p. 3, 12.

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JURISDICTION 11. This Court has jurisdiction over the matters raised in the Motion pursuant to 28 U.S.C.

157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue of this proceeding in this district is proper pursuant to 28 U.S.C. 1408 and 1409.

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12. and 546(c).

The statutory predicates for the relief requested herein are 11 U.S.C. 105(a), 503(b),

RELIEF REQUESTED 13. By this Motion, Dometic seeks entry of an order, directing the allowance and

immediate payment of Dometics Reclamation Goods as an administrative expense pursuant to

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sections 503(b)(9) and 546(c) of the Bankruptcy Code.

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AUTHORITY AND ARGUMENT A. Allowance of the 503(b)(9) Goods as an Administrative Expense Claim 14. Section 503(b)(9) of the Bankruptcy Code provides in pertinent part: After notice and a hearing, there shall be allowed, administrative expensesincluding (9) the value of any goods received by the debtor within 20 days before the date of commencement of a case under this title in which the goods have been sold to the debtor in the ordinary course of such debtors business. 11 U.S.C. 503(b)(9). 15. There shall be an allowed administrative expense for the value of the any goods

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received by the debtor within 20 days before the commencement of the case as long as the goods were sold to the debtors in the ordinary course of the debtors business. 11 U.S.C. 503(b)(9).

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16.

In this case, Dometic sold the 503(b)(9) Goods to the Debtor and the 503(b)(9) Goods

were received by the Debtor within 20 days prior to the Petition Date. 17. The 503(b)(9) Goods were sold to the Debtor in the ordinary course of the Debtors

business for the Debtors manufacture and distribution of the RVs. 18. Pursuant to 11 U.S.C. 509(b)(9), Dometic s 503(b)(9) Goods in the amount of

$104,435.19 should be allowed as an administrative expense claim as the 503(b)(9) Goods were received by the Debtor within 20 days before the Petition Date and the 503(b)(9) Goods were sold to the Debtor in the ordinary course of the Debtors business. B. Allowance of the Reclamation Goods as an Administrative Expense Claim 19. Section 546(c)(1) of the Bankruptcy Code authorizes vendors who have delivered goods

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to a debtor in the ordinary course of business to reclaim such goods if: (a) the debtor was insolvent when the goods were received; (b) the goods were received by the debtor within 45 days before the petition date; (c) the seller demanded reclamation in writing; and (d) such demand was made within 45
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days after the debtor received possession of the goods (or within 20 days if the 45-day period would expire after the petition date). 11 U.S.C. 546(c)(1). 20. Section 546(c)(2) of the Bankruptcy Code further provides for an administrative claim

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if a seller of goods fails to provide notice in the manner described in paragraph (1), the seller still may assert the rights contained in section 503(b)(9). 11 U.S.C. 546(c)(2). 21. In this case, the Debtor ordered from Dometic and Dometic sold and delivered to the

Debtor, Reclamation Goods in the amount of $485,749.84 within 45 days of the Petition Date. 22. Dometic sold the Reclamation Goods to the Debtor in the ordinary course of the

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Debtors business and the Reclamation Goods were received by the Debtor while insolvent. 23. On December 5, 2007, Dometic made a Reclamation Demand upon the Debtor for the

segregation and return of the Reclamation Goods. 24. The Reclamation Demand was timely made in accordance with section 546(c) of the

Bankruptcy Code within 45 days of the Petitio n Date.

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25.

The Debtor ignored the obligation to return the Reclamation Goods to Dometic pursuant

to the Reclamation Demand. 26. Dometic has satisfied the conditio ns required by section 546(c) of the Bankruptcy Code

as the Reclamation Goods were sold in the ordinary course of the Debtors business and the Debtor
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received the Reclamation Goods while insolvent. Upon making the timely Reclamation Demand on the Debtor, Dometic has a right to reclaim the Reclamation Goods. 27. Section 546(c)(2) further provides that even if a seller of goods fails to give the required

notice of its reclamation claim, the seller may still assert section 503(b)(9) administrative claim. Accordingly, section 546(c)(2) provides for an administrative claim on the Reclamation Goods and

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Dometic is entitled to the value of the Reclamation Goods delivered within 21-to-45-day period before the Petitio n Date as an administrative expense claim. C. Immediate Payment of Dometics Administrative Expense Claim 28. Bankruptcy courts have examined factors in determining whether to compel immediate

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payment of an administrative expense. In re Garden Ridge Corp., 323 B.R. 136 (Bankr. D. Del. 2005). Court has considered (1) the prejudice to the debtor, (2) hardship to claimant, and (3) potential detriment to other creditors in determining the time of payment of an administrative expense. Id. at 143.

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29.

These factors favor immediate payment to Dometic as there is no material prejudice to

the Debtor. Accordingly to the Debtors Monthly Report, the Debtor has listed $6,296,410.17 as the Debtors unrestricted cash on hand. 30. Given this amount of cash on hand, the Debtor may use such funds to pay for Dometics

Reclamation Goods, including the 503(b)(9) Goods, without incurring material prejudice on the
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Debtor. The Debtor has simply chosen not to pay Dometic while having the ability to do so. 31. Second, any possible detriment to other creditors is likely to be minimal. As noted,

Debtors have turned to cash most of its tangible assets, and there is unrestricted cash in the amount of $6,296,410.17 on hand. The possibility of detriment to other creditors is minimal as the immediate

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payment request is no more than seeking what the Debtor already has in hand and ready to provide to other similarly situated vendors. 32. A weighing of the applicable factors demonstrates that this Court can and should direct

immediate payment of Dometics allowed administrative expense claim. ///

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///

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WHEREFORE, Dometic Corporation respectfully requests that this Court enter an order allowing Administrative Priority to Dometics Reclamation Claim in the sum of $485,749.84 and directing immediate payment of Dometics allowed administrative claim.

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Dated: April 16, 2008

BLAKELEY & BLAKELEY LLP

By:___/s/ Scott E. Blakeley______ Scott E. Blakeley Counsel for Dometic Corporation

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DECLARATION OF SERVICE The undersigned certifies and declares as follows: I am employed in the City of Newport Beach and County of Orange, in the State of California. I am over the age of 18 and not a party to the within action. I am employed by Blakeley & Blakeley LLP, whose business address is 1000 Quail Street, Suite 200, Newport Beach, California 92660. On April 17, 2008, I served the forgoing document described as: MOTION FOR ALLOWANCE AND IMMEDIATE PAYMENT OF THE DOMETIC CORPORATIONS RECLAMATION CLAIM on the interested parties in this action [X] by placing [] the original [X] a true copy thereof enclosed in sealed envelopes, with postage fully prepaid, addressed as follows: SEE ATTACHED SERVICE LIST [X] [X] BY U.S. MAIL I am readily familiar with Blakeley & Blakeleys practice of collecting and processing

correspondence for mailing via U.S. Mail. Correspondence so collected and processed is deposited with the United States Postal Service that same day in the ordinary course of business. I am aware

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that on motion of the party served, service is presumed invalid if postal cancellation date or postage
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meter date is more than one day after date of deposit of mailing in declaration.
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[X]
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I declare under penalty of perjury under the laws of the United States of America that

the foregoing is true and correct. Executed on April 17, 2008, at Newport Beach, California. __ _/s/ Shirley T. Chen____ Shirley T. Chen

Proof of Svc Via Mail (Motion)

SERVICE LIST In re National R.V., Inc.; Bk. Case No.: 07-17937 In re National R.V. Holdings, Inc.; Bk. Case No.: 07-17941

Counsel for Debtors David Guess, Esq. Klee Tuchin Bogdanoff & Stern LLP 1999 Avenue of the Stars, 39rd Floor Los Angeles, CA 90067 U.S. Trustee Office of the U.S. Trustee United States Trustee 3685 Main Street, Suite 300 Riverside, CA 92501

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DECLARATION OF SERVICE The undersigned certifies and declares as follows: I am employed in the City of Newport Beach and County of Orange, in the State of California. I am over the age of 18 and not a party to the within action. I am employed by Blakeley & Blakeley LLP, whose business address is 1000 Quail Street, Suite 200, Newport Beach, California 92660. On April 17, 2008, I served the forgoing document described as: MOTION FOR ALLOWANCE AND IMMEDIATE PAYMENT OF THE DOMETIC CORPORATIONS RECLAMATION CLAIM on the interested parties in this action [X] by placing [] the original [X] a true copy thereof enclosed in sealed envelopes, with postage fully prepaid, addressed as follows: SEE ATTACHED SERVICE LIST [X] [X] BY U.S. MAIL I am readily familiar with Blakeley & Blakeleys practice of collecting and processing

correspondence for mailing via U.S. Mail. Correspondence so collected and processed is deposited with the United States Postal Service that same day in the ordinary course of business. I am aware

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that on motion of the party served, service is presumed invalid if postal cancellation date or postage
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meter date is more than one day after date of deposit of mailing in declaration.
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[X]
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I declare under penalty of perjury under the laws of the United States of America that

the foregoing is true and correct. Executed on April 17, 2008, at Newport Beach, California. __ _/s/ Shirley T. Chen____ Shirley T. Chen

Proof of Svc Via Mail (Motion)

SERVICE LIST In re National R.V., Inc.; Bk. Case No.: 07-17937 In re National R.V. Holdings, Inc.; Bk. Case No.: 07-17941

Counsel for Debtors David Guess, Esq. Klee Tuchin Bogdanoff & Stern LLP 1999 Avenue of the Stars, 39rd Floor Los Angeles, CA 90067 U.S. Trustee Office of the U.S. Trustee United States Trustee 3685 Main Street, Suite 300 Riverside, CA 92501