Docket #4779 Date Filed: 4/1/2010

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:
MERVYN'S HOLDINGS, LLC, et gtr
Debtors.

) )
)
)

Chapter

11

Case No. 0&11586

(KG)

Jointly Administered

2E , D,1,4577

ORDER APPROVING STIPULATION FOR ALLOWA}{CE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM OF ASM CAPITAL III, L.P. ffRANSFEREE OF MARSALA MFG. 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.

Dated!

,2010

LTNTIED STATES BANKRUPTCY JIJDGE

I Tbe Debtors in these cases, along with the last four digits of their federal tax identification numbers, Mervyn's Holdings, LLC (3405), Mervyn's LLC (4456) and Mervyn's Brands, LLC (8850).
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are

RLFI 3537138v.1

0q/v*$! +` 0811586100401000000000011

EXHIBIT A

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IN THE UNITED STATES BAI\IKRUPTCY COURT FOR TIIE DISTRICT OF DELAWARE

In

re: Debtors.

)
)

Chapter

11

MERVYN'S HOLDINGS, LLC, 9! 3L,,t

)
) )

Case No. 08-115S6

(KG)

Jointly Administered

STIPT]LATION F1OR ALLOWANCE AND PAYMENT OF ADMINISTRATTVE EXPENSE CLAIM OF ASM CAPITAL III, L.P. (TRANSFEREE OF' MARSALA MFG. CO.) ASM Capital III, L.P. ("ASM'), as transferee of Marsala Mfg. Co. ("Mars4la") and the
above-captioned debtors and debtors in possession (the "D.eb!ors") hereby stipulate as follows:

RECITALS

A. B, C. D.
ASM.

Prior to July 29,2008 (the "Eeti!iou_D3,te"), Marsala provided the Debtors with

goods in the aggregate amount of $113,170.97 (the

"Blsglitiegeleim").

On or after the Petition Date, Marsala provided the Debtors with goods in the
89

aggregate amount of $ I 4 7,0

.97 (the

"Pg5l#!i!i@").

On or about November 19, 2008, Marsala timely filed a proof of claim (Claim

No. 317) seeking, among other things, payment on account of the Pre-petition Claim.

On or about December 5, 2008, Marsala assigned the Post-petition Claim to

E. F.

On or about December 30, 2008, ASM timely filed a proof of claim (Claim No.

2584) seeking, among other things, payment on account of the Post-petition Claim.

On or about November 17,2009, Marsala transferred the Pre-petition Claim to

ASM in the amount of $151,316,46 fDocket No. 4266]. ' The Debtors in these cases, along with the last four digits of their federal tax identification numbers, are Mervyn's Holdings, LLC (3405), Mervyn's LLC (4456) and Mervyn's Brands, LLC (8E50).
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RLFI 3537138v.1

G. 1. 2. 3.
account

TheDebtors and ASMHEREBY 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.

ASM (as transferee of Marsala) shall be allowed (i) a general unsecured claim on

of Claim 317 against Mervyn's LLC in the amount of $113,170.97 (the "4ll@
(ii) an administrative
expense claim on account of Claim 2584

General Unsecured Claim"), and

against Mervyn's LLC pursuant

to

U.S.C, $$ 503(bX1) and 507(a)(2) in the amount of

$147,089.97 (the "Allowed Administutive

General Unsecured Claim, the

" and together with the Allowed

The Allowed Claims shall not be subject to

"Alhggd C.!aims").

further reduction, offset, setoff, reclassification or disallowance pursuant to l1 U.S.C. $ 502(d)

or otherwise.

4.

Payment

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

prior to conlirmation of any chapter 11 plan, the Debtors make payments to any creditors on
account of any adminishative expenses pursuant to I I U.S.C. $ 503(bX1) 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 Claims at ASM's option or

(ii) in the event that prior to confirmation

of any chapter l l plan, the Debtors do not make payments to any creditors on account of
administrative expenses pursuant to 11 U.S.C. $ 503(bX1) arising from goods delivered to the Debtors, 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 Claims in

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accoldance

wi& the terms of the chapter

of such plan.

11 plan ultimately confirmed

in these chapter

ll

cases

and on the effective date

5'

This Stipulation shall be binding upon

(i) any liquidating

tustee; plan

administrator; distribution agent aad/or any other responsible person appoiated pursuanr to any chapter 11 plan eonfinned in these caseil (ii) any chapter 11 tnrstee appointed in thess cases
and/or (iii) any chapter 7 trusree appointed or elected in these cases.

Daniel J L. Kafherine Good (No. 5l0t) RICHARDS, LAYTON & FINGE& P.A. One Rodney Square

ASM Capital III, t.P.,

Transferee of Claim 2584

920NorthKing Street Wilminglo4 Delaware 1 9801

Telephone: (302) 651 -77 A0 Facsirnils (302) 651-7701 Email: collins@lf.com defranceschi@rlf.com sauris@rlf.com good@lf.com
and

i__$eiU&LJ of ASM Capitat rrr, Lp. fa$r&e,\

$e*o.ros

Howard S. Beltzer \Vendy S.lValker MORGAN, LEWIS & BOCKruS LLP lOi ParkAvenue New York, New York 10178-0060 Telephone: (212) 309-6000 Facsimile: (212) 309-6001 Email: hbelaer@morganlewis.com wwalk@morganlewis. com

Attorneysfor the Debtors and Debtors in Possession

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