IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE --------------------------------------------------------------X In re: : : MERVYNS HOLDINGS, LLC., et al.

, : : Debtors. : --------------------------------------------------------------X

Chapter 11 Case No. 08-11586 (KG) (Jointly Administered)

Hearing Date: January 21, 2009 @ 9:30 a.m. Objections Due: January 14, 2009 @ 4:00 p.m.

MOTION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503(b)(l.) AND 507(a)(2) The Millwork Trading Co., Ltd. d/b/a LF USA (Millwork Trading), through its counsel, Drinker Biddle and Reath LLP, hereby submits a Motion for Allowance and Payment of Administrative Expense Claim (the Motion), and respectfully requests that an administrative expense claim as hereinafter set forth be allowed and paid in full and in support of such request respectfully states as follows: Introduction 1. On July 29, 2008 (the Petition Date), the above-captioned Debtors (collectively,

the Debtors) each filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. 101 et seq. (as amended, the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Court). 2. Debtors own and operate department stores that sell clothing and other goods to

consumers in various parts of the United States. After the Petition Date, the Debtors continued to operate their businesses as debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.

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0811586081211000000000002

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Jurisdiction and Venue 3. 1334. 4. 5. This matter is a core proceeding under 28 U.S.C. 157(b)(2). Venue of these cases and this Motion in this district is proper under 28 U.S.C. This Court has jurisdiction over this Motion pursuant to 28 U.S.C. 157 and

1408 and 1409. 6. and 507(a)(2). Millwork Tradings Administrative Expense Claim 7. Millwork Trading supplies apparel and related merchandise to the Debtors (the The statutory bases for the relief requested herein are 11 U.S.C. 503(b)(1)(A)

Goods) through entities identified in Exhibit A hereto. 8. On or after the Petition Date, at the Debtors request, Millwork Trading sourced

and shipped to the Debtors various Goods. The Goods were shipped for resale in the Debtors stores or as raw materials for the fabrication of products to be sold in the Debtors stores. 9. The Debtors have possession of the Goods, and $364,644.98 remains due and

owing to Millwork Trading on account of the post-petition shipments of the Goods (the PostPetition Claim) relating to the vendors and Goods identified in the Documentation supporting the Post-Petition Claim, which is attached hereto as Exhibit A. 10. Section 503(b)(1)(A) of the Bankruptcy Code provides, [a]fter notice and a

hearing, there shall be allowed administrative expenses, . . . including - . . . the actual, necessary costs and expenses of preserving the estate[.] Section 507(a)(2) of the Bankruptcy Code affords payment priority to administrative expenses allowed under section 503(b) of the Bankruptcy Code. An administrative expense claim will be allowed where the expense arose post-petition

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and conferred a benefit on the debtors estate. In re Garden Ridge Corp., 323 B.R. 136, 142 (Bankr. D.Del. 2005). 11. The Debtors post-petition receipt of the Goods and services establishes the

entitlement to payment for the Goods and services by the Debtors as an actual, necessary expense of preserving the Debtors estates under section 503(b)(1)(A). See Zagata Fabricators, Inc. v. Superior Air Products, 893 F.2d 624, 627 (3d Cir. 1990). The Debtors requested

shipment of the Goods so that they could continue to do business post-petition. The Debtors have had possession and use of the Goods which represents a post-petition benefit conferred on the estate. Accordingly, pursuant to 11 U.S.C. 503(b)(1)(A) Millwork Trading is entitled to allowance of the Post-Petition Claim. 12. The claim should be paid within five business days of the entry of the attached

Order. Courts have discretion to determine when an administrative expense will be paid. In re Garden Ridge Corp., 323 B.R. 136, 143 (Bankr. D.Del. 2005). In determining the time of payment, courts consider prejudice to the debtor, hardship to the claimant, and potential determine to other creditors. Id at 143. 13. Millwork Tradings supply of the Goods and services post-petition has benefited

the Debtors enormously by permitting them to maintain their business operations. In the absence of such Goods and Services, the entirety of the Debtors operations would have been jeopardized. 14. Despite receiving the Goods during the post-petition period, the Debtors failed to

make all payments due. The goods were shipped to the Debtors in good faith post-petition notwithstanding the fact that the identified invoices have gone unpaid. As noted above, as of the date of this Motion, the Millwork Tradings Post-Petition Claim is $364,644.98.

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15. necessary.

Millwork Trading reserves all rights to amend and supplement this Motion as

WHEREFORE, Millwork Trading respectfully requests that the Court enter an Order allowing an administrative expense claim in the amount of $364,644.98, and directing that the administrative expense claim be paid within five business days of the entry of the attached Order and for such other and further relief as this Court deems just and proper.

Dated: December 10, 2008

DRINKER BIDDLE & REATH LLP /s/ Howard A. Cohen Howard A. Cohen (DE #4082) 1100 N. Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 467-4200 Facsimile: (302) 467-4201 Counsel for The Millwork Trading Co., Ltd. d/b/a LF USA

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE --------------------------------------------------------------X In re: : : MERVYNS HOLDINGS, LLC., et al., : : Debtors. : --------------------------------------------------------------X

Chapter 11 Case No. 08-11586 (KG) (Jointly Administered)

Hearing Date: January 21, 2009 @ 9:30 a.m. Objections Due: January 14, 2009 @ 4:00 p.m.

NOTICE OF MOTION PLEASE TAKE NOTICE that on December 10, 2008, The Millwork Trading Co., Ltd., d/b/a LF USA (Millwork Trading) filed its Motion of Allowance and Payment of Administrative Expense Claim (the Motion) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL BE HELD ON JANUARY 21, 2009 AT 9:30 A.M. AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, COURTROOM THREE, 6TH FLOOR, WILMINGTON, DE 19801. You are required to file response to the attached motion at or before 4:00 p.m. on January 14, 2009. At the same time you must also serve a copy of the response upon attorneys for Millwork Trading: Drinker Biddle & Reath, LLP Attn. Howard A. Cohen, Esq. 1100 N. Market Street, Suite 1000 Wilmington, DE 19801 (302) 467-4200 (302) 467-4201 Howard.Cohen@dbr.com

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IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING.

Dated: December 10, 2008

Respectfully submitted, DRINKER BIDDLE & REATH LLP /s/ Howard A. Cohen Howard A. Cohen (DE #4082) 1100 N. Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 467-4200 Facsimile: (302) 467-4201 Counsel for The Millwork Trading Co., Ltd. d/b/a LF USA

2
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EXHIBIT A

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE --------------------------------------------------------------X In re: : : MERVYNS HOLDINGS, LLC., et al., : : Debtors. : --------------------------------------------------------------X

Chapter 11 Case No. 08-11586 (KG) (Jointly Administered)

Re: Docket No. _____

ORDER GRANTING MOTION FOR ALLOWANCE AND PAYMENT OF THE ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. $$ 503(B)(1) AND 507(A)(2) Upon consideration of the Motion by The Millwork Trading Co., Ltd., d/b/a LF USA for Allowance and Payment of Administrative Expense Claim Pursuant to 11 U.S.C 503(b)(1) and 507(b)(2) filed December 10, 2008 (the "Motion"), seeking allowance and payment of an administrative expense claim pursuant to 11 U.S.C. 503(b)(1) and 507(a)(2); and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that this proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and due, adequate and sufficient notice of the Motion having been given; and it appearing that no other notice need be given; and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED, that the Motion is granted; and it is further ORDERED, that The Millwork Trading Co., Ltd., d/b/a LF USA shall be allowed an administrative expense claim pursuant to 11 U.S.C. 503(b)(1) and 507(a)(2) in the amount of $364,644.98; and it is further

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ORDERED, that the above-captioned debtors are directed to pay the Administrative Expense Claim of The Millwork Trading Co., Ltd., d/b/a LF USA in the amount of $364,644.98, within five business days of the entry of this Order.

Dated: January ____, 2009 THE HONORABLE KEVIN GROSS UNITED STATES BANKRUPTCY JUDGE

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE --------------------------------------------------------------X In re: : : MERVYNS HOLDINGS, LLC., et al., : : Debtors. : --------------------------------------------------------------X

Chapter 11 Case No. 08-11586 (KG) (Jointly Administered)

CERTIFICATE OF SERVICE I, Howard A. Cohen, hereby certify that on the 10th day of December, 2008, a true and correct copy of the Motion of The Millwork Trading Co., Ltd., d/b/a LF USA for Allowance and Payment of Administrative Expense Claim Pursuant to 11.U.S.C. 503(b)(l.) and 507(a)(2) was served by operation of the Case Management/Electronic Case Filing System and upon the party listed below by Hand Delivery: Mark D. Collins Richards Layton & Finger One Rodney Square PO Box 551 Wilmington, DE 19899

/s/ Howard A. Cohen______ Howard A. Cohen, Esq. (DE 4082) Drinker Biddle & Reath LLP 1100 N Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 467-4200 Facsimile: (302) 467-4201 Counsel for The Millwork Trading Co., Ltd., d/b/a LF USA

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