Docket #4863 Date Filed: 5/7/2010

IN THE UNITED STATES BAT\KRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re:
MERVYN'S HOLDINGS, LLC, et 4t,r
Debtors.

) ) ) )
)

Chapter

11

Case No. 08-11586

(KG)

,t/brr u4ba

Jointlv Administered

ORDER APPROVING STIPULATION FOR ALLOWANCE AND PAYMENT OF ADMIIVSTRATIVE EXPENSE CLAIM OF ASM CAPITAL III, L.P. (TRANSFEREE OF JD FINE & CO.) AND NOW, upon consideration of the Stipulation attached hereto as Exhibit A. and good
cause appearing for the approval thereof,

it is hereby:

ORDERED, that the Stipulation is APPROVED; and it is further ORDERED, the Court shall retain jurisdiction over the implementation and enforcement of the Stipulation and this Order.

,2010
THE H

Th" D"bto.. in cases, along with the last four digits of their federal tax identification numbers, are -these Mervyn's Holdings, LLc (3405), Mervlm's LLC (4456) and Mer[rn's Brands, LLc (gg50).
RLFI 3567406v.1

0q/v*%' &Q 0811586100507000000000006

EXHIBIT A

RLFI 3567406v.1

IN THE UNITED STATES BAIIKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:
MERVYN'S HOLDINGS, LLC, et al.,t

)
) )
) ) )

Chapter

11

Case No. 0g-115g6

(KG)

Debtors.

Jointty Administered

STIPULATION FOR ALLOWAIICE AND PAYMBNT

OF'

ADMINISTRATIVE

ASM Capital III, L.P. ("ASM"), as transferee of JD Fine & Co. ("JD Fine") and the
above-captioned debtors and debtors in possession (the "Debtolg") hereby stipulate as follows:

RTCITALS

A. B. C. D. 1' 2' 3'

On or after July 29,2008 (the "Pdiliq4 !ate"), JD Fine provided the Debtors with

goods in the aggregate net amount of $47,034.21 (the ..post-petition

claim').

On or about January 2I,2009, JD Fine assigned the Post-petition Claim to ASM.

On or about January 26, 2009, ASM timely filed a proof of claim (Claim No.

6071) seeking, among other things, pa5rment on account of the Post-petition Claim. The Debtors and ASM IIEREBY STIPULATE AND AGREE as follows:

AGREEMENT
The Recitals are true and correct and are incorporated herein by reference.

This Stipulation is subject to Bankruptcy Court approval and shall be of no force

and effect unless and

until approved by the Bankruptcy court.

On account of the Post-petition Claim, ASM (as transferee of JD Fine) shall be

allowed an administrative expense claim against Mervyn's LLC pursuant

to

U.S.C. $$

Th" D"bto" in these

Merv5m's Holdings,

cases, along *9 th. last four digits of their federal tax identification LLc (3405), Mervyn's LLc (4456) and Meriyn's Brands, LLc (sg50).

numbers, are

RLFI 3567,f06v.1

503(bxl) and 507(a)(2) in the amount of $47,034.21 (the "4{ewed_e.!aiuq"). The Allowed
Claim shall not be subject to further reduction, offset, setoff, reclassification or disallowance
pursuant to I

I U.S.C. g 502(d) or otherwise.

Payment of the Allowed Claim shall be paid as follows: (i) in the event that, prior

4.

to confirmation of any chapter 11 plan, the Debtors make payments to any creditors on account

of any administrative

expenses pursuant

to

U.S.C. $ 503(b)(l) arising from goods delivered

on or after the Petition Date, ASM shall be entitled to receive payment on similar terms on
account of the Allowed Claim at ASM's option or (ii) in the event that, prior to confirmation

of

any chapter 11 plan, the Debtors do not make payments to any creditors on account of
administrative expenses pursuant to

1l U.S.C. $ 503(b)(1)

arising from goods delivered to the

Debtors on or after the Petition Date, or in the event that in accordance with clause (i) of this paragraph ASM declines to receive earlier payment, ASM shall be entitled to payment on
account of the Allowed Claim

in accordance with the terms of the chapter 11 plan ultimately

confirmed in these chapter 1l cases and on the effective date of such plan.

5.
chapter l
and./or

This Stipulation shall be binding upon

(i)

any liquidating trustee; plan

administrator; disfibution agent and./or any other responsible person appointed pursuant to any

l plan confirmed in these cases; (ii) any chapter 1l ffustee appointed in these cases

(iii) any chapter 7 trustee appointed or elected in these &Nes.

RLFI 3567406v.1

(No.2732)
Cluistopher M. Samis (No. a909) L. Katherine Good (No. 5101) RICHARDS, LAYTON & FINGE& P.A. One Rodney Square

ASM Capital III, L.P.,

Transferee of Claim 6071 7600 Jericho Tumpikg Suite 302 Woodbury, New York 11797 Telephone: (516) 224-6040

920NorthKing Steet Wibningtoa Delaware I 9801 Telephone: (302) 651 -7700 Facsimile: Q02) 65t-7701 Email: collins@lf.com defranceschi@lf.com samis@lf.com good@lf.com
and

Associate General Counsel

Capital III, L.P.

of

ASM

Howard S. Beltzer Wendy S. Walker MORGA}I, LEWIS & BOCKruS LLP 101 ParkAvenue NewYork, New York 10128-0060 Telephone: Qlz) 309-6000 Facsimile: Ql2) 309-6001 Email: hbeltzer@morganlewis.com wwalker@oorganlewis. com

Attorruysfor the Debtors and Debtors in Possession

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