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

,1 Debtors. ------------------------------------------------------------- X SUMMARY OF FIFTH MONTHLY APPLICATION OF COOLEY GODWARD KRONISH LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD DECEMBER 1, 2008 THROUGH DECEMBER 31, 2008 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Cooley Godward Kronish LLP The Official Committee of Unsecured Creditors September 24, 2008 nunc pro tunc to August 7, 2008 Chapter 11 Case No.: 08-11586 (KG)
Hearing Date: TBD if necessary Objection Deadline: February 12, 2009 at 4:00 p.m.

Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual, reasonable and necessary: 80% of Compensation sought as actual, reasonable and necessary: Amount of Expense Reimbursement sought as actual, reasonable and necessary: This is a(n): X Monthly __ Interim

December 1, 2008 through December 31, 2008

$224,322.50

$179,458.00

$41,965.82 __ Final Fee Application

The total time expended in connection with the preparation of this fee application is not included in this application, as such time was expended after the Compensation Period.

The Debtors in these cases, along with the last four digits of the federal tax identification number for each of the Debtors, are: Mervyns Holdings, LLC (7931); Mervyns LLC (4456); and Mervyns Brands, LLC (8850).

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0811586090123000000000024

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This is the fifth monthly application of Cooley Godward Kronish LLP. The following table summarizes Cooley Godward Kronish LLPs prior request for compensation and reimbursement of expenses in these cases:
Application Date Filed Period Covered 8/7/08 through 8/31/08 9/1/08 through 9/30/08 10/1/08 through 10/31/08 11/1/08 through 11/30/08 Fees Requested $404,357.00 Expenses Requested $8,059.25 Fees Approved Expenses Approved $8,059.25

First Monthly Application Second Monthly Application Third Monthly Application Fourth Monthly Application

10/10/08

$323,485.60 (80%) $380,972.00 (80%) $321,966.80 (80%) $141,626.80 (80%)

11/4/08

$476,215.00

$7,614.23

$7,614.23

11/21/08

$402,458.50

$17,924.56

$17,924.56

12/23/08

$177,033.50

$8,302.56

$8,302.56

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SUMMARY OF PROFESSIONAL SERVICES RENDERED BY COOLEY GODWARD KRONISH LLP ON BEHALF OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD DECEMBER 1, 2008 THROUGH DECEMBER 31, 2008
Name of Professional Person
Position of the Applicant, Number of Years in that Position, Prior Relevant Experience, Year of Obtaining License to Practice, Area of Expertise Partner since 1998; Member of New York Bar since 1982; Area of Expertise: Bankruptcy Partner since 2003; Member of New York Bar since 1978; Area of Expertise: Bankruptcy Partner since 2002; Member of New York Bar since 1989; Area of Expertise: Bankruptcy Associate since 2000; Member of New York Bar since 1995; Area of Expertise: Bankruptcy Associate since 2007; Member of New York Bar since 1999; Area of Expertise: Real Estate Associate since 2003; Member of New York Bar since 2004; Area of Expertise: Bankruptcy Associate since 2008; Member of Massachusetts Bar since 2004; Area of Expertise: Litigation Associate since 2008; Member of New York Bar since 2006; Area of Expertise: Bankruptcy Paralegal Paralegal Hourly Billing Rate Total Billed Hours Total Compensation

Jay R. Indyke

$760

42.7

$32,452.00

Ronald R. Sussman

$735

41.5

$30,502.50

Cathy R. Hershcopf

$680

54.0

$36,720.00

Nicholas Smithberg

$560

77.3

$43,288.00

Gustavo A. Ordonez

$535

40.8

$21,828.00

Seth Van Aalten

$470

94.7

$44,509.00

Jennifer Stewart

$470

18.5

$8,695.00

Richelle Kalnit

$375

16.2

$6,075.00

Rebecca Goldstein Andrea Santiago Total Fees Total Hours Blended Rate

$215 $210

0.2 1.0 386.9

$43.00 $210.00 $224,322.50

$579.80

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SUMMARY OF SERVICES BY TASK CODE FOR PROFESSIONAL SERVICES RENDERED BY COOLEY GODWARD KRONISH LLP ON BEHALF OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD DECEMBER 1, 2008 THROUGH DECEMBER 31, 2008 Task Code B01 B02 B03 B04 B05 B06 B07 B08 B09 B10 B11 B12 B13 B14 B15 B16 B17 B18 B19 B20 B21 B22 B23 B24 Description Hours Amount

Asset Analysis and Recovery Asset Disposition Business Operations Case Administration Claims Employee Benefits/Pensions Fee/Employment Applications Fee/Employment Objections Financing and Cash Collateral Litigation Meetings Plan and Disclosure Statement Relief from Stay Proceedings Travel Accounting/Auditing Business Analysis Corporate Finance Leases and Executory Contracts Preparation For and Attendance at Court Hearings Reconstruction Accounting Tax Issues Valuation Avoidance Actions Regulatory Compliance TOTALS BY TASK CODE

2.5 69.7 1.8 15.6 9.8 4.2 11.2 1.2 0.9 200.30 11.2 0.3 1.2 8.0 ---36.7 12.3 -----386.9

$1,296.00 $35,482.00 $1,214.00 $8,365.50 $6,260.00 $2,728.00 $6,670.00 $450.00 $661.50 $116,151.50 $7,922.00 $228.00 $912.00 $4,048.00 ---$24,678.00 $7,256.00 -----$224,322.50

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SUMMARY OF ACTUAL AND NECESSARY EXPENSES INCURRED BY COOLEY GODWARD KRONISH LLP ON BEHALF OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD DECEMBER 1, 2008 THROUGH DECEMBER 31, 2008 Subject Matter Categories Air Fare Meals Parking and Taxi Audio/Video Conferencing Services Federal Express Document Preparation Reproduction of Documents Telephone Transportation Litigation Expenses TOTAL EXPENSES REQUESTED Amount $506.00 $553.40 $23.00 $85.07 $103.38 $39.93 $407.80 $103.48 $610.76 $39,533.002 $41,965.82

This amount includes the expenses of litigation consultants Bob Brown for December 2008 ($11,312.50) and January 2009 ($13,187.50) and Blair Biddle for December 2008 ($15,033.00). Detail relating to such expenses is attached as Exhibit B to the Application. Pursuant to the Stipulation and Order Resolving and Settling (I) Objection of the Official Committee of Unsecured Creditors to Motion of the Debtors and Debtors in Possession for Orders Authorizing and Approving (A) Auction and Bid Procedures, (B) Bid Protections to Stalking Horse Bidder, if Applicable, (C) Store Closing Sales Free and Clear of Liens, (D) Agency Agreement, and (E) Related Relief, With Respect to the Debtors Remaining Stores and (III) Cross-Motion for an Order Pursuant to 11 U.S.C. 1112(b) and 11 U.S.C. 105(a) Converting the Debtors Chapter 11 Cases to Cases Under Chapter 7 of the Bankruptcy Code (the Order Approving Stipulation, Dkt. No. 1130), the Committee is permitted to seek reimbursement for payment of expenses, including fees and expenses of consultants, expert witnesses and the like, incurred in pursuit of the Causes of Action (as defined therein). See Order Approving Stipulation, pp. 18, 20.
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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------- X In re: MERVYNS HOLDINGS, LLC, et al., 1 Debtors. ------------------------------------------------------------- X FIFTH MONTHLY APPLICATION OF COOLEY GODWARD KRONISH LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD DECEMBER 1, 2008 THROUGH DECEMBER 31, 2008 TO THE HONORABLE KEVIN GROSS, UNITED STATES BANKRUPTCY JUDGE: Cooley Godward Kronish LLP (Applicant), lead counsel to the Official Committee of Unsecured Creditors (the Committee) of Mervyns Holdings, LLC and its affiliated debtors and debtors-in-possession (collectively, the Debtors) in the above-captioned jointly administered chapter 11 cases, respectfully represents: INTRODUCTION 1. This is Applicants fifth monthly application (the Application) for allowance of Chapter 11 Case No.: 08-11586 (KG)
Hearing Date: TBD if necessary Objection Deadline: February 12, 2009 at 4:00 p.m.

compensation and reimbursement of expenses pursuant to section 331 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code), the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), the Local Rules of Bankruptcy Practice and Procedure of the United

The Debtors in these cases, along with the last four digits of the federal tax identification number for each of the Debtors, are: Mervyns Holdings, LLC (7931); Mervyns LLC (4456); and Mervyns Brands, LLC (8850).

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States Bankruptcy Court for the District of Delaware (the Local Rules) and this Courts Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated August 27, 2008 (the Interim Compensation Order) (Doc. No. 333). 2. This Application seeks an interim allowance of compensation for legal services

rendered by Applicant in the total amount of $224,322.50 and reimbursement of certain actual and necessary expenses incurred by (or first billed by outside vendors to) Applicant in the amount of $41,965.822 for the period of December 1, 2008 through December 31, 2008 (the Compensation Period), all as more fully set forth below. Pursuant to the Interim

Compensation Order, if no objections are filed to this Application, the Debtors are authorized to pay Applicant 80% of its fees, in the amount of $179,458.00, and 100% of its expenses. This Application complies with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Interim Compensation Order. BACKGROUND 3. On July 29, 2008, the Debtors filed voluntary petitions for relief under chapter 11

of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware.

This amount includes the expenses of litigation consultants Bob Brown for December 2008 ($11,312.50) and January 2009 ($13,187.50) and Blair Biddle for December 2008 ($15,033.00). Detail relating to such expenses is attached as Exhibit B hereto. Pursuant to the Stipulation and Order Resolving and Settling (I) Objection of the Official Committee of Unsecured Creditors to Motion of the Debtors and Debtors in Possession for Orders Authorizing and Approving (A) Auction and Bid Procedures, (B) Bid Protections to Stalking Horse Bidder, if Applicable, (C) Store Closing Sales Free and Clear of Liens, (D) Agency Agreement, and (E) Related Relief, With Respect to the Debtors Remaining Stores and (III) CrossMotion for an Order Pursuant to 11 U.S.C. 1112(b) and 11 U.S.C. 105(a) Converting the Debtors Chapter 11 Cases to Cases Under Chapter 7 of the Bankruptcy Code (the Order Approving Stipulation, Dkt. No. 1130), the Committee is permitted to seek reimbursement for payment of expenses, including fees and expenses of consultants, expert witnesses and the like, incurred in pursuit of the Causes of Action (as defined therein). See Order Approving Stipulation, pp. 18, 20.

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Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors continue to operate their businesses and properties as debtors-in-possession. appointed in these cases. 4. On August 7, 2008, the Committee was appointed in these cases by the Office of No trustee or examiner has been

the United States Trustee for the District of Delaware (the US Trustee), consisting of the following seven members: (i) Li & Fung USA; (ii) Levi Strauss & Co.; (iii) R.R. Donnelly & Sons Company; (iv) VF Corporation; (v) The Macerich Company; (vi) DDR MDT MV Holdings II LLC; and (vii) The CIT Group/Commercial Services, Inc. On that same day, the Committee decided to employ Applicant as its lead counsel and BDO Seidman, LLP (BDO) as its financial advisors. On August 14, 2008, the Committee decided to employ Ashby & Geddes, P.A. as its local counsel. 5. On September 2, 2008, the Committee filed that Application to Retain and

Employ Cooley Godward Kronish LLP as Lead Counsel to the Official Committee of Unsecured Creditors, Nunc Pro Tunc to August 7, 2008 (Doc. No. 372), as to which there was no objection. Applicants retention was approved by order of the Court entered September 24, 2008 (Doc. No. 513). 6. Pursuant to the Interim Compensation Order, Applicant is required to file monthly

fee applications with this Court. If no objections are filed to this Application, the Debtors are authorized to pay Applicant 80% of its fees and 100% of its expenses. This is Applicants fifth monthly fee application in this case. Applicant filed a first monthly fee application on October 10, 2008, pursuant to which it requested compensation for services rendered in the amount of $404,357.00 and reimbursement for actual and necessary out-of-pocket disbursements in the amount of $8,059.25 for the period of August 7, 2008 through August 31, 2008. No objection to Applicants first monthly fee

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application was filed and Applicant filed a Certificate of No Objection on November 3, 2008. Applicant has been paid 80% of its fees and 100% of its expenses on account of its first monthly fee application. Applicant filed a second monthly fee application on November 4, 2008, pursuant to which it requested compensation for services rendered in the amount of $476,215.00 and reimbursement for actual and necessary out-of-pocket disbursements in the amount of $7,614.23 for the period of September 1, 2008 through September 30, 2008. No objection to Applicants first monthly fee application was filed and Applicant filed a Certificate of No Objection on November 26, 2008. Applicant has been paid 80% of its fees and 100% of its expenses on account of its second monthly fee application. Applicant filed a third monthly fee application on November 21, 2008, pursuant to which it requested compensation for services rendered in the amount of $402,458.50 and reimbursement for actual and necessary out-of-pocket disbursements in the amount of $17,924.56 for the period of October 1, 2008 through October 31, 2008. No objection to Applicants third monthly fee application was filed and Applicant filed a Certificate of No Objection on December 19, 2008. Applicant has been paid 80% of its fees and 100% of its expenses on account of its third monthly fee application. Applicant filed a fourth monthly fee application on December 23, 2008, pursuant to which it requested compensation for services rendered in the amount of $177,033.50 and reimbursement for actual and necessary out-of-pocket disbursements in the amount of $8,302.56 for the period of November 1, 2008 through November 30, 2008. No objection to Applicants fourth monthly fee application was filed and Applicant filed a Certificate of No Objection on January 14, 2009. JURISDICTION AND STATUTORY PREDICATES 7. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C.

1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief requested herein are 105(a), 330 and 331 of the Bankruptcy Code and Bankruptcy Rule 2016.

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SERVICES RENDERED DURING PRESENT COMPENSATION PERIOD OF DECEMBER 1, 2008 THROUGH DECEMBER 31, 2008 8. During the Compensation Period, Applicants services to the Committee included

professional advice and representation in connection with discreet categories in these chapter 11 cases. The aggregate hours and amount for each category is set forth below and on the summary sheet to this Application. 9. During the Compensation Period, Applicant, on behalf of and in consultation with

the Committee, maintained an active role in these chapter 11 cases. 10. To apprise this Court of the legal services rendered during the Compensation

Period, Applicant sets forth the following summary of legal services rendered. The summary is intended only to highlight the general categories of services performed by Applicant on behalf of the Committee during the Compensation Period. It is not intended to set forth each and every item of professional services which Applicant performed. Asset Analysis and Recovery 11. This category includes time expended by Applicant with respect to its analysis of

the Debtors assets and the recovery thereof. Applicants time in this category was spent on activities including reviewing cash flow analyses and the Debtors wind-down budget. 12. Applicant expended 2.5 hours of time for a charge of $1,296.00 for services

rendered with respect to matters relating to asset analysis and recovery. Asset Dispositions 13. This category includes time expended by Applicant with respect to the sale of

certain of the Debtors assets. Applicant expended significant time in this project category on matters relating to a stipulation resolving the Committees objection to the Debtors motion to

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sell the assets of their remaining stores and motion to convert the Debtors cases to cases under chapter 7 of the Bankruptcy Code (the Settlement Stipulation), including conferences with counsel for the Debtors, Wachovia and Sun regarding the same. In addition, Applicant expended time on (i) the sale of certain of the Debtors leases, including conferring with potential bidders in an attempt to encourage bidding, reviewing various bids and conferring with the Debtors landlords; (ii) reviewing objections to the proposed lease sale procedures and lease sale; and (iii) the Debtors dispute with Hilco relating to inventory subject to certain liquidation sales conducted by Hilco. 14. Applicant expended 69.7 hours of time for a charge of $35,482.00 for services

rendered with respect to matters relating to asset dispositions. Business Operations 15. This category includes time expended by Applicant with respect to the business

operations and business issues of the Debtors, including Applicants time concerning, among other things: (i) the Debtors wind-down budget, including conferring with BDO Seidman LLP (BDO) and counsel for Wachovia, Sun and the Debtors regarding the same, and (ii) reviewing the Debtors schedules of assets and liabilities and statements of financial affairs and revising a memorandum regarding the same. 16. Applicant expended 1.8 hours of time for a charge of $1,214.00 for services

rendered with respect to matters relating to the Debtors business operations. Case Administration 17. This category includes time expended by Applicant relating to a variety of

activities concerning the day-to-day management and prosecution of these chapter 11 cases. Services rendered in this project category include regular contact with the Debtors, the

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Committee and other creditors concerning such issues as the Debtors wind-down budget, the Debtors document retention policies, and the case status. 18. Applicant expended 15.6 hours of time for a charge of $8,365.50 for services

rendered with respect to matters relating to case administration. Claims 19. This category includes time expended by Applicant with respect to various claims

asserted against the Debtors. Applicant spent time in this category on, among other things, issues related to the Debtors motion to establish an administrative claims bar date, reviewing various administrative payment motions, and conferring with creditors regarding claims. 20. Applicant expended 9.8 hours of time for a charge of $6,260.00 for services

rendered with respect to claims matters. Employee Benefits/Pensions 21. This category includes time expended by Applicant with respect to employee

benefits/pensions. Applicants time in this category was primarily spent on issues concerning the termination of the Debtors 401(k) plan and the establishment of an incentive compensation plan. 22. Applicant expended 4.2 hours of time for a charge of $2,728.00 for services

rendered with respect to the handling of employee benefit/pensions matters. Fee/Employment Applications 23. This category includes time expended by Applicant on matters concerning the

retention and compensation of various professionals in the Debtors bankruptcy cases. Applicant spent time during the Compensation Period on, among other things, (i) reviewing monthly fee applications of the Debtors professionals; (ii) preparing Applicants fourth monthly applications for payment of compensation and reimbursement of expenses; (iii) preparing Applicants first

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interim quarterly fee application; and (iv) attending to issues related to the Debtors retention of Streambank as intellectual property disposition consultant. 24. Applicant expended 11.2 hours of time for a charge of $6,670.00 for services

rendered with respect to matters relating to fee/employment applications. Fee/Employment Objections 25. This category includes time expended by Applicant on matters concerning

objections to the retention and compensation of various professionals in the Debtors bankruptcy cases. The time spent in this category was de minimis in nature. 26. Applicant expended 1.2 hours of time for a charge of $450.00 for services

rendered with respect to matters relating to fee/employment objections. Financing and Cash Collateral 27. This category includes time expended by Applicant related to financing issues in

connection with the Debtors wind-down budget. The time spent in this category was de minimis in nature. 28. Applicant expended 0.9 hours of time for a charge of $661.50 for services

rendered with respect to matters relating to the Debtors financing and use of cash collateral. Litigation 29. This category includes time expended by Applicant with respect to litigation Applicant spent time in this category In addition,

matters or contested hearings against third parties.

analyzing and engaging in discussions regarding the Settlement Stipulation.

Applicants time in this category was devoted to issues concerning the Debtors prepetition activities including, inter alia, the sale of Mervyns Holdings, LLC by The Target Corporation to Sun Capital Partners, Inc., Cerberus Capital Management, L.P., Lubert-Adler and Klaff Partners,

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L.P. in 2004 (the 2004 Transaction). In connection therewith, Applicant expended time conferring with Friedman Kaplan Seiler & Adelman LLP and Traxi LLC, the Debtors special litigation professionals, as well as with BDO, with respect to various critical legal and financial issues concerning potential estate claims and causes of action relating to the 2004 Transaction. Additionally, Applicant expended time pursuing the Committees investigation of potential causes of action relating to claims of the SCSF Entities arising from that subordinated promissory note, dated as of November 27, 2007, by and among Mervyns LLC and the SCSF Entities. Applicant also expended time on issues relating to consulting agreements with various litigation consultants. Finally, Applicant expended time on issues related to a document

abandonment protocol, including attending a Court hearing regarding the same. 30. Applicant expended 200.30 hours of time for a charge of $116,151.50 for services

rendered with respect to these litigation matters. Meetings 31. This category includes time expended by Applicant in connection with its

preparation for and attendance at meetings with the Committee, the Debtors and their respective professionals to discuss various issues, including multiple internal and external meetings concerning the 2004 Transaction and SCSF investigations and the liquidation of the Debtors assets. 32. Applicant expended 11.2 hours of time for a charge of $7,922.00 for services

rendered with respect to preparation for and attendance at meetings.

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Plan and Disclosure Statement 33. This category includes time expended by Applicant reviewing the Debtors

motion and order extending the exclusivity periods for filing a plan and soliciting acceptances thereof. The time spent in this category was de minimis in nature. 34. Applicant expended 0.3 hours of time for a charge of $228.00 for services

rendered with respect to matters relating to plan and disclosure statement issues. Relief From Stay Proceedings 35. This category includes time expended by Applicant on issues related to the

automatic stay and requests for relief therefrom, including reviewing creditor motions to lift the stay. The time spent in this category was de minimis in nature. 36. Applicant expended 1.2 hours of time for a charge of $912.00 for services

rendered with respect to matters relating to relief from stay proceedings. Travel 37. This category is for travel time expended by Applicant. Non-working travel time

is billed at one-half Applicants hourly rates. Applicants travel during the Compensation Period relates to its attendance at the December 17, 2008 hearing on a document abandonment protocol and the December 23, 2008 hearing on the sale of the Debtors leases. 38. Applicant billed 8.0 hours of non-working travel time, which was billed at 50% of

the time spent, for a charge of $4,048.00. Leases and Executory Contracts 39. This category includes time expended by Applicant with respect to the Debtors

unexpired non-residential real property leases and executory contracts. Applicant spent time in this category: (i) conferring with the Debtors landlords regarding lease and other issues; (ii)

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reviewing the Debtors motions to reject various leases; (iii) reviewing bids in connection with the sale of the Debtors leases; and (iv) reviewing objections to the proposed lease auction procedures. 40. Applicant expended 36.7 hours of time for a charge of $24,678.00 for services

rendered with respect to the handling of matters relating to leases and executory contracts. Preparation For and Attendance at Court Hearings 41. This category includes time expended by Applicant with respect to its preparation

for and attendance at Court hearings and a settlement conference on the Debtors dispute with Hilco relating to inventory subject to certain liquidation sales conducted by Hilco. 42. Applicant expended 12.3 hours of time for a charge of $7,256.00 for services

rendered with respect to the handling of matters relating to the preparation for and attendance at Court hearings. MATTERS PERTAINING TO APPLICANT 43. Applicant maintained contemporaneous time records indicating the time that each

attorney and para-professional spent working on a particular matter and the nature of the work performed. Copies of these time records are annexed to this Application as Exhibit A. The total number of hours expended by Applicants attorneys and para-professionals during the Compensation Period in conjunction with this case is 386.9. All of the services have been rendered by those individuals at Applicants firm as listed on the summary sheet filed contemporaneously herewith. 44. The personnel who have expended extensive time on this matter during the

Compensation Period are as follows: (a) Jay R. Indyke and Cathy R. Hershcopf: Mr. Indyke and Ms. Hershcopf have been actively involved in all supervisory and day-to-day aspects of these

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cases; (b) Ronald R. Sussman: Mr. Sussman has supervised all litigation matters concerning these cases; and (c) Seth Van Aalten: Mr. Van Aalten was responsible for various day-to-day issues that arose during the Compensation Period. 45. Many of the items that have been reviewed are unique to retail-type bankruptcy

proceedings. It is respectfully submitted that Applicants expertise in retail bankruptcy cases has caused certain issues to be reviewed without difficulty, as other bankruptcy attorneys without expertise in retail cases would have had to spend more time researching issues and, in addition, would not have been familiar with the issues applicable to this type of case. Some of the more recent retail chapter 11 cases in which Applicant has been retained include: Against All Odds in Newark, New Jersey; Any Mountain in Santa Rosa, California; Archibald Candy Corporation in Chicago, Illinois; Bag nBaggage in Dallas, Texas; Bombay in Fort Worth, Texas; Casual Male in New York, New York; Dry Ice in St. Louis, Missouri; Filenes Basement in Boston, Massachusetts; Harvey Electronics in New York, New York; Jacobsons Stores in Detroit, Michigan; Leather Loft Stores in Manchester, New Hampshire; Leatherland in Toledo, Ohio; Lenox Sales in New York, New York; Levitz Home Furnishings, Inc. in New York, New York; Moe Ginsburg in New York, New York; PLVTZ in New York, New York; Princeton Ski Shops in Newark, New Jersey; Steve & Barrys in New York, New York; Shoe Pavilion in Los Angeles, California; Steves Shoes in Kansas City, Kansas; Sun Apparel Warehouse in Philadelphia, Pennsylvania; Todays Man II in Camden, New Jersey; and Troutmans Emporium in Eugene, Oregon. 46. Applicant also has extensive experience representing creditors committees in

Delaware cases, including Bobs Stores, Boscovs, Copelands Enterprises, Cosmetic Center, Domain, Goodys, Gottschalks, Hancock Fabrics, J. Silver Clothing, Just for Feet, KB Toys,

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Kuppenheimers, Lids Corporation, Lillian Vernon, Loehmanns, Long John Silvers Restaurants, Montgomery Ward II, Pic N Pay Stores, Renaissance Cosmetics, Scottys, Todays Man I, Weiners Stores, and Woodworkers Warehouse. 47. Applicant rendered all the professional services for which compensation is

requested herein in connection with the Debtors chapter 11 cases in furtherance of Applicants professional responsibilities as attorneys for the Committee. 48. During the Compensation Period, the partners, associates and para-professionals

of Applicant devoted substantial time, 386.9 hours, in rendering professional services to the Committee, all of which time was reasonable and necessary. 49. Applicant, by experience, training and ability, is fully qualified to perform the

services for which compensation is sought herein. Applicant represents or holds no interest adverse to the Committee with respect to the matters upon which it is engaged. 50. No agreement or understanding exists between Applicant and any other entity for

the sharing of compensation to be received for services rendered in or in connection with these chapter 11 cases. EXPENSES 51. Annexed as part of the summary sheet to this Application is a list of the necessary

and actual disbursements incurred during the Compensation Period in connection with the abovedescribed services. The list is derived from the information found beginning on page 52 of Exhibit A. These records indicate that Applicant has advanced or will have advanced during the Compensation Period, the sum of $2,432.82 in necessary and actual out-of-pocket expenses. In connection with these expenses, it should be noted that Applicant charges $1.00 per page for outgoing telefacsimilies with no charge for incoming telefacsimilies, 10 per page for

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photocopying and charges for meals only necessitated by meetings with the Debtors or the Committee or when Applicants personnel would work on this case through a normal meal period. In addition, attached as Exhibit B is the detail related to the expenses incurred by the Committees litigation consultants, totaling $39,533.00 CONCLUSION 52. Applicant respectfully submits that the professional services that it rendered

during the Compensation Period were necessary and beneficial to the Committee and respectfully requests that this Court allow Applicant the sum of $224.322.50 for professional fees plus the sum of $41,965.82 representing Applicants actual and necessary out-of-pocket disbursements incurred during the Compensation Period. Pursuant to the Interim Compensation Order, Applicant requests that the Debtors be authorized and directed to pay Applicant 80% of its total fees billed during the Compensation Period ($179,458.00) and 100% of its expenses to the extent no objection to this Application is filed. NOTICE, PRIOR APPLICATION AND CERTIFICATION 53. Pursuant to the Interim Compensation Order, notice of this Application has been

provided to (i) the Debtors, 22301 Foothill Blvd. MS2115, Hayward, CA 95541; (ii) counsel for the Debtors, (a) Richards, Layton & Finger, P.A., One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899 (Attn: Mark D. Collins, Esq.) and (b) Morgan Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 (Attn: Howard S. Beltzer, Esq.); (iii) Office of the US Trustee, District of Delaware, J. Caleb Boggs Federal Building, 844 King Street, Suite 2313, Lockbox 35, Wilmington, Delaware 19801 (Attn: Jane M. Leamy, Esq.); and (iv) the Debtors financial advisors, Miller, Buckfire & Co., LLC, 153 East 53rd Street, 22nd

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Floor, New York, New York 10022 (Attn: Stuart E. Erickson, Esq.). Applicant submits that the foregoing constitutes good and sufficient notice and that no other or further notice need be given. 54. other court. 55. Applicant has reviewed the requirements of the Local Rules and this Application No previous application for the relief sought herein has been made to this or any

complies with those rules. WHEREFORE, Applicant hereby respectfully requests: (i) an interim allowance of compensation for Applicants duly authorized, necessary and valuable services to the Committee during the Compensation Period in the aggregate amount of $224,322.50 and payment of 80% of such amount ($179,458.00); (ii) reimbursement to Applicant for actual and necessary expenses incurred during the Compensation Period in connection with the aforesaid services in the aggregate amount of $41,965.82; and (iii) such other and further relief as the Court deems just and proper. Dated: January 23, 2009 New York, New York COOLEY GODWARD KRONISH LLP 1114 Avenue of the Americas New York, New York 01136 (212) 479-6000 Jay R. Indyke (JI 0353) Cathy Hershcopf (CH 5875) Seth Van Aalten (SV 2663) /s/ Jay R. Indyke Lead Counsel for the Official Committee Of Unsecured Creditors

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CERTIFICATION STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) Jay R. Indyke, after being duly sworn according to law, deposes and says: I am a partner with the applicant firm, Cooley Godward Kronish LLP, and have been admitted to appear before this Court. I have personally performed many of the legal services rendered by Cooley Godward Kronish LLP as attorneys to the Official Committee of Unsecured Creditors of Mervyns Holdings, LLC, et al. and am thoroughly familiar with the other work performed on behalf of the Committee by the lawyers in the firm. I have reviewed the foregoing Application and the facts set forth therein are true and correct to the best of my knowledge, information, and belief. Moreover, I have reviewed Local Rule 2016-2 and submit that the Application substantially complies with such rule.

/s/ Jay R. Indyke Jay R. Indyke

Sworn to before me this 23rd day of January, 2009 /s/ Theresa K. Hammond Notary Public THERESA K. HAMMOND Notary Public, State of New York No. 4650925 Qualified in Suffolk County Commission Expires July 31, 2009

1502392 v1/NY

16

EXHIBIT A

January 20, 2009

CHARLES R. KURTH CHIEF FINANCIAL OFFICER MERVYN'S CREDITORS COMMITTEE MERVYN'S HOLDINGS, LLC 22301 FOOTHILL BLVD. HAYWARD CA 95541

___________ Bill Number ___________ 20090107188 01 CL

60072 60072

310411201 Re: MERVYN'S HOLDINGS, LLC For services rendered through December 31, 2008:

ASSET ANALYSIS AND RECOVERY 12/12/08 12/26/08 S V JRI REVIEWED BDO UPDATED CASH FLOW BUDGET. REVIEW FTI PRESENTATION TO BOARD ON ASSET DISPOSITION STATUS. T/C WITH DEBTORS AND FTI RE: STATUS OF GOB SALES AND OTHER ISSUES. REVIEWED FTI UPDATED CASH FLOW ANALYSIS. CORRESPONDENCE WITH BDO RE: CASH FLOW ANALYSIS. CORRESPONDENCE WITH J. INDYKE AND C. HERSHCOPF RE: UPDATED CASH FLOW PROJECTIONS. FOLLOW UP WITH ROBSON RE: WORKERS COMP SETTLEMENT. .60 .20 282.00 152.00

12/30/08

S V

.60

282.00

12/31/08 12/31/08 12/31/08

S V S V S V

.40 .20 .20

188.00 94.00 94.00

12/31/08

CRH

.30

204.00

Task total: ASSET DISPOSITION 12/01/08 S V CORRESPONDENCE WITH A. HINKELMAN RE: SETTLEMENT STIPULATION NEGOTIATIONS. REVIEW INVENTORY ROLL-FORWARD FOR GOB SALE. REVIEW LIMITED OBJECTION TO HUNTINGTON BANK TO SALE.

2.50

1,296.00

.30

141.00

12/01/08 12/01/08

JRI JRI

.10 .10

76.00 76.00

Page

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/01/08 12/01/08

JRI JRI

12/01/08 12/02/08

JRI S V

12/02/08

S V

12/02/08

S V

12/02/08

S V

12/02/08

S V

12/02/08

S V

12/02/08 12/02/08 12/02/08

JRI JRI JRI

12/02/08 12/02/08 12/02/08

JRI JRI JRI

REVIEW CBL OBJECTION TO SALES. REVIEW HILCO PROPOSAL ON TRANSFERRING GOODS FROM ONE DEAL TO THE NEXT. REVIEW MODIFICATIONS TO GREAT AMERICAN AGENCY AGREEMENT. CORRESPONDENCE WITH A. HINKELMAN RE: STIPULATION PROGRESS AND BUDGET REVISION. REVIEWED PROPOSED REVISIONS TO STIPULATION FROM SUN (.2); CORRESPONDENCE WITH J. INDYKE RE: SAME (.2). REVISED STIPULATION RE: SETTLEMENT OF SALE OBJECTION/CONVERSION MOTION. CORRESPONDENCE WITH J. SUSSBERG RE: STIPULATION REVISIONS. ATTENTION TO SETTLEMENT STIPULATION COMMENTS AND REVISIONS. REVIEWED REVISED ORDER ESTABLISHING LEASE AUCTION PROCEDURES. REVIEW PROPOSAL ON MARKETING IP. REVIEW 5TH 3RD LEASING OBJECTION TO SALE. REVIEW LIMITED OBJECTION OF BELLA TERRA TO SALES PROCEDURES. REVIEW LIMITED OBJECTION OF MACERICH TO SALES PROCEDURES. REVIEW IRVINE CO. OBJECTION TO BID PROCEDURES. REVIEW UST OBJECTION TO SALES PROCEDURES.

.10 .20

76.00 152.00

.40 .40

304.00 188.00

.40

188.00

3.30

1,551.00

.30

141.00

2.30

1,081.00

.70

329.00

.10 .10 .10

76.00 76.00 76.00

.10 .10 .10

76.00 76.00 76.00

Page

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/03/08

S V

12/03/08

S V

12/03/08 12/03/08

S V S V

12/03/08

S V

12/03/08 12/03/08

S V S V

12/03/08

S V

12/03/08

S V

12/03/08

S V

12/03/08 12/03/08

S V S V

12/03/08

S V

12/03/08

S V

T/C WITH N. HERMAN, A. HINKELMAN AND ROBSON RE: HILCO DISPUTE. MULTIPLE CORRESPONDENCE WITH J. INDYKE RE: NEW MECHANICS OF SETTLEMENT STIPULATION. CONFERENCE WITH BDO RE: UPDATED CASH FLOW MODEL. CONFERENCE WITH J. INDYKE RE: REVISIONS TO SETTLEMENT STIPULATION. CORRESPONDENCE WITH J. SUSSBERG RE: SETTLEMENT STIPULATION. REVIEWED FTI UPDATED CASH FLOW MODEL. E-MAIL TO A. HINKELMAN RE: STIPULATION AND REVISIONS TO BUDGET. REVIEWED E-MAIL FROM STREAMBANK RE: REQUESTED COMPENSATION ADJUSTMENT AND CORRESPONDENCE RE: SAME. E-MAIL TO ALL HANDS RE: 12/4 WACHOVIA/HILCO SETTLEMENT CONFERENCE. FOLLOW-UP CORRESPONDENCE WITH A. HINKELMAN RE: BUDGET REVISIONS. CONFERENCE WITH N. SMITHBERG RE: STIPULATION REVISIONS. CORRESPONDENCE WITH J. SUSSBERG RE: SETTLEMENT STIPULATION. CORRESPONDENCE WITH A. HINKELMAN AND D. ROBSON RE: SUN REVISIONS TO SETTLEMENT STIPULATION. REVIEW AND REVISION TO

.40

188.00

.60

282.00

.20 .40

94.00 188.00

.20

94.00

.60 .30

282.00 141.00

.40

188.00

.10

47.00

.20

94.00

.20 .20

94.00 94.00

.30

141.00

2.80

1,316.00

Page

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/03/08

S V

12/04/08 12/04/08

S V S V

12/04/08

S V

12/04/08 12/04/08

S V S V

12/04/08

S V

12/04/08

S V

12/04/08

S V

12/04/08 12/05/08

S V S V

12/05/08

S V

12/05/08

S V

STIPULATION RESOLVING SALE OBJECTION AND CONVERSION. T/C WITH A. HINKELMAN AND D. ROBSON RE: SETTLEMENT STIPULATION AND BUDGET. REVIEWED HILCO SUMMARY OF CURRENT LEASE BIDS. REVISED SETTLEMENT STIPULATION BASED ON NEW ISSUES. CONFERENCE WITH C. HERSHCOPF RE: SETTLEMENT STIPULATION AND BUDGET. SETTLEMENT CONFERENCE WITH HILCO DEBTORS AND WACHOVIA. T/C WITH A. HINKELMAN AND D. ROBSON RE: STIPULATION AND BUDGET. CORRESPONDENCE WITH J. SUSSBERG RE: SETTLEMENT STIPULATION. CORRESPONDENCE WITH J. SUSSBERG RE: SETTLEMENT STIPULATION (.2); CONFERENCE WITH C. HERSHCOPF RE: SAME (.2). T/C WITH C. HERSHCOPF, A. HINKELMAN AND D. ROBSON RE: STIPULATION AND BUDGET. PREPARATION FOR WACHOVIA/HILCO MEETING. CORRESPONDENCE WITH J. SUSSBERG RE: SETTLEMENT STIPULATION. T/C WITH A. HINKELMAN AND D. ROBSON RE: SETTLEMENT STIPULATION AND BUDGET ISSUES. T/C WITH SUN, DEBTORS AND

.40

188.00

.20 1.40

94.00 658.00

.40

188.00

2.40 .40

1,128.00 188.00

.20

94.00

.40

188.00

.50

235.00

.70 .30

329.00 141.00

.40

188.00

.70

329.00

Page

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/05/08 12/05/08 12/05/08

S V S V S V

12/05/08

S V

12/05/08 12/05/08

S V S V

12/05/08

S V

12/05/08 12/05/08 12/08/08 12/08/08 12/08/08

S V S V S V S V S V

12/08/08 12/08/08 12/08/08 12/08/08

S V S V S V S V

FTI RE: SETTLEMENT STIPULATION. CORRESPONDENCE WITH W. WALKER RE: STREAMBANK RETENTION. CORRESPONDENCE WITH W. WALKER RE: SETTLEMENT STIPULATION. CORRESPONDENCE WITH A. HINKELMAN AND D. ROBSON RE: SETTLEMENT STIPULATION AND BUDGET. CORRESPONDENCE WITH J. SUSSBERG RE: STIPULATION REVISIONS. REVIEWED LEASE BIDS. REVIEW AND REVISION OF SETTLEMENT STIPULATION RE: SALE OBJECTION AND CONVERSION MOTION. REVIEWED NORTH 3 HOLDINGS MOTION TO ENJOIN HEADQUARTERS LEASE SALE. REVIEWED SETTLEMENT STIPULATION. REVISED SETTLEMENT STIPULATION. REVIEWED REVISED FTI BUDGET THROUGH FEBRUARY. REVIEWED ML LEASE AUCTION/BID SUMMARY. T/C WITH M. L AND KE RE: SETTLEMENT STIPULATION AND DOCUMENT PRESERVATION. T/C WITH D. ROBSON RE: STREAMBANK RETENTION ISSUE. T/C WITH G. FRIED RE: STREAMBANK RETENTION ISSUE. CORRESPONDENCE WITH FTI AND D. ROBSON RE: BUDGET. CORRESPONDENCE WITH C. SAMIS

.20 .30 .20

94.00 141.00 94.00

.30

141.00

.40 1.20

188.00 564.00

.40

188.00

.60 2.20 .40 .60 .40

282.00 1,034.00 188.00 282.00 188.00

.30 .30 .40 .20

141.00 141.00 188.00 94.00

Page

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/08/08 12/08/08

S V S V

12/08/08

S V

12/08/08 12/08/08 12/08/08 12/08/08 12/08/08

JRI JRI JRI JRI JRI

12/08/08 12/08/08

JRI JRI

12/08/08 12/08/08 12/09/08

JRI JRI S V

12/09/08

S V

12/09/08

S V

12/09/08

S V

RE: SETTLEMENT STIPULATION. FINAL REVISION TO SETTLEMENT STIPULATION. CORRESPONDENCE WITH K. MATRON RE: SETTLEMENT STIPULATION AND BUDGET. T/C WITH J. SUSSBERG RE: FINALIZING SETTLEMENT STIPULATION. REVIEW FISHER OBJECTION TO SALE. REVIEW MACERICH LIMITED OBJECTION TO AUCTION. REVIEW LIMITED OBJECTION OF ROCKLIN RETAIL TO AUCTION. REVIEW LIMITED OBJECTION OF INLAND TO SALE. REVIEW LIMITED OBJECTION OF JIM AND MARIA COLLECTIONS TO SALE. REVIEW WEST__________ OBJECTION TO SALE. REVIEW SUPPLEMENTAL LIMITED OBJECTION OF BA MERCHANT SERVICES TO SALE. REVIEW MDS LIMITED OBJECTION TO AUCTION. REVIEW DDR OBJECTION TO SALE. CORRESPONDENCE WITH STIPULATION PARTIES RE: STATUS. T/C WITH HILCO RE AND DEBTORS RE: STATUS OF LEASE AUCTION BIDS. CORRESPONDENCE WITH J. SUSSBERG RE: DJM PARTICIPATION IN LEASE AUCTION. MULTIPLE CORRESPONDENCE WITH

1.60 .20

752.00 94.00

.30

141.00

.20 .20 .10 .10 .10

152.00 152.00 76.00 76.00 76.00

.10 .10

76.00 76.00

.10 .10 .30

76.00 76.00 141.00

.40

188.00

.20

94.00

.40

188.00

Page

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/09/08

S V

12/09/08 12/09/08 12/09/08 12/09/08 12/09/08 12/09/08 12/09/08 12/09/08 12/10/08

S V S V S V S V S V CRH CRH JRI S V

12/10/08 12/10/08 12/10/08

S V S V S V

12/10/08

S V

12/10/08 12/11/08

JRI S V

12/11/08

JRI

J. INDYKE RE: MECHANICS OF SETTLEMENT STIPULATION. E-MAIL TO COMMITTEE MEMBERS RE: STATUS OF LEASE AUCTION BIDS. T/C WITH D. SHORT RE: LEASE AUCTION. CORRESPONDENCE WITH C. SAMIS RE: SETTLEMENT STIPULATION. REVIEWED REVISED LEASE BID SUMMARY SCHEDULE. REVIEWED TAUBMAN LANDLORDS CURE OBJECTION. REVIEWED E-MAILS RE: STATUS OF HILCO JEWELRY DISPUTE. CALL WITH COMPANY RE: STEAMBANK. CONFER WITH DEBTORS RE: GOB 1 JEWELRY DISPUTE. REVIEW ORDER APPROVING AUCTION PROCEDURES. PREPARATION FOR LEASE AUCTION; REVIEWED BIDS AND COMPARISON SCHEDULES. CONFERENCE WITH HILCO RE ML AND FTI RE: AUCTION STRATEGY. ATTENDED LEASE AUCTION. CONFERENCE WITH K. ROSENBLATT AND D. ROBSON RE: STREAMBANK RETENTION. CONFERENCE WITH W. WALKER, D. ROBSON AND A. HINKELMAN RE: SETTLEMENT STIPULATION. REVIEW GGP JOINDER TO OBJECT TO SALE. REVIEWED REVISIONS AND COMMENTS TO SETTLEMENT STIPULATION. REVIEW GE MONEY BANK

.30

141.00

.20 .20 .60 .20 .20 .20 .60 .10 1.20

94.00 94.00 282.00 94.00 94.00 136.00 408.00 76.00 564.00

.90 5.20 .30

423.00 2,444.00 141.00

.40

188.00

.10 2.60

76.00 1,222.00

.30

228.00

Page

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/12/08

S V

12/13/08

JRI

12/15/08

S V

12/15/08 12/16/08 12/17/08

JRI S V S V

12/18/08

S V

12/18/08 12/19/08 12/19/08

S V S V S V

12/19/08

CRH

12/19/08

JRI

12/19/08

JRI

OBJECTION TO SALE. CONFERENCE CALL WITH DEBTORS, SUN AND WACHOVIA RE: SETTLEMENT STIPULATION. REVIEW ORDER APPROVING AGENCY AGREEMENT AND STORE CLOSING SALES. CORRESPONDENCE WITH DEBTORS AND WACHOVIA RE: TAX ISSUES FOR SETTLEMENT STIPULATION. E-MAIL EXCHANGE WITH MADUHANI ON SALE OF AUCTION JEWELRY. REVIEWED WACHOVIA COMMENTS TO SETTLEMENT STIPULATION. REVIEWED E-MAILS RE: SETTLEMENT STIPULATION NEGOTIATIONS. CONFERENCE WITH DEBTORS AND SUN RE: SETTLEMENT STIPULATION ISSUES. REVIEWED REVISED SETTLEMENT STIPULATION. REVIEWED REVISED SETTLEMENT STIPULATION. CORRESPONDENCE WITH C. HERSHCOPF AND W. WALKER RE: REVISIONS TO SETTLEMENT STIPULATION. CONFER WITH DEBTORS AND GA RE: INTERACTION OF AGENT SELLING FIXTURES AND ASSIGNEES (F21 AND KOHL'S) BELIEVING THEY ARE BUYING THEM. REVIEW E-MAIL FROM WELLS FORMALIZING EXTENSION TO HILCO ON LC DRAW. REVIEW HILCO DRAFT REQUEST FOR STATUS CONFERENCE WITH

.60

282.00

.20

152.00

.20

94.00

.20 .60 .40

152.00 282.00 188.00

.40

188.00

1.30 1.60 .40

611.00 752.00 188.00

.90

612.00

.10

76.00

.20

152.00

Page

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/22/08

S V

12/22/08

S V

12/22/08

S V

12/22/08

S V

12/22/08

S V

12/22/08 12/22/08

S V S V

12/22/08

S V

12/22/08

JRI

12/22/08

JRI

12/23/08 12/23/08

S V S V

12/23/08

S V

COURT ON LC DRAW-DOWN ISSUE. CALL WITH W. WALKER, SUSSBERG AND FIORILLO RE: SETTLEMENT STIPULATION. CORRESPONDENCE WITH J. INDYKE AND C. HERSHCOPF RE: SETTLEMENT STIPULATION. REVIEW AND REVISION OF PROPOSED COMMENTS TO SETTLEMENT STIPULATION. CORRESPONDENCE WITH STIPULATION PARTIES RE: FINAL REVISIONS. CORRESPONDENCE WITH DEBTORS' COUNSEL RE: LEASE SALE HEARING ISSUES. CORRESPONDENCE WITH D. BRANCH RE: LEASE SALE HEARING. REVIEWED REVISED ASSUMPTION/ASSIGNMENT AGREEMENT FOR KOHL'S (.4); CORRESPONDENCE WITH R. SCHEPP RE: SAME (.2). CORRESPONDENCE WITH T. LEANSE RE: LEASE SALE HEARING ISSUES. E-MAIL EXCHANGE WITH MORGHANI RE: DEBTOR'S SALE OF SALVAGE JEWELRY. REVIEW DEBTOR'S MOTION TO ESTABLISH PROCEDURES FOR MISCELLANEOUS ASSET SALES. REVIEWED DEBTORS' DRAFT MOTION TO SELL IP ASSETS. CORRESPONDENCE WITH C. HERSHCOPF RE: SALE HEARING RESULTS. REVIEWED REVISED CURE SCHEDULE.

.40

188.00

.20

94.00

.60

282.00

.20

94.00

.20

94.00

.20 .60

94.00 282.00

.20

94.00

.20

152.00

.10

76.00

.80 .30

376.00 141.00

.10

47.00

Page

10

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/23/08

S V

12/23/08

S V

12/23/08

S V

12/23/08 12/23/08

JRI JRI

12/23/08

JRI

12/23/08

JRI

12/23/08

JRI

12/24/08

JRI

12/24/08 12/29/08 12/29/08 12/30/08

JRI S V CRH S V

12/30/08

CRH

CORRESPONDENCE WITH SUSSBERG, W. WALKER AND FIORILLO RE: SETTLEMENT STIPULATION. CORRESPONDENCE WITH PARTIES RE: SETTLEMENT STIPULATION FINALIZING. CORRESPONDENCE WITH J. INDYKE RE: RESULTS OF STIPULATION STATUS HEARING. REVIEW DEBTOR'S DRAFT MOTION TO SELL MISCELLANEOUS ASSETS. REVIEW LETTER FROM DEBTOR TO INLAND RE: FF & E LOCATED AT PREMISES. REVIEW INLAND RESPONSE TO DEBTOR'S E-MAIL ON FF&E AT INLAND PREMISES. INTERNAL E-MAIL RE: INQUIRY ON DISPOSITION OF COMPUTER EQUIPMENT. CALL WITH LIQUID TECHNOLOGIES.NET INTERESTED IN PURCHASING COMPUTER EQUIPMENT. REVIEW FIFTH THIRD LEASING OBJECTION TO MOTION FOR PROCEDURES FOR SALE OF MISCELLANEOUS ASSETS. REVIEW E-MAIL FROM HILCO RE: INVENTORY DISPUTE. REVIEWED DRAFT MOTION FOR IP SALE PROCEDURES. REVIEW DRAFT IP PAPERS AND PROVIDE COMMENTS. CORRESPONDENCE WITH SUSSBERG RE: STATUS OF SETTLEMENT STIPULATION AND OTHER ISSUES. CONFER WITH ROBSON AND MEADE RE: GOB 2.

.20

94.00

.30

141.00

.20

94.00

.10 .10

76.00 76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.10 .60 .90 .20

76.00 282.00 612.00 94.00

.70

476.00

Page

11

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/30/08

CRH

12/30/08

JRI

12/31/08

S V

12/31/08 12/31/08

S V CRH

REVIEW AND REVISE DOCUMENTS TO SELL MERVYN'S IP (1.4) AND EMAILS WITH ML (.4) AND STREAMBANK (.3) RE: SAME. REVIEW ORDER APPROVING PROCEDURES GOVERNING SALE OF MISCELLANEOUS ASSETS. CORRESPONDENCE WITH STIPULATION PARTIES RE: UST OBJECTION TO SEAL MOTION. REVIEWED REVISED DRAFT MOTION FOR IP SALE PROCEDURES. CALL WITH DEBTORS AND FTI RE: GOB2, STATUS OF SALE, EXPENSES, LCS, AGENT'S FEE, ETC. (.6) AND FOLLOW UP WITH GA (.2) RE: SAME.

2.10

1,428.00

.10

76.00

.30

141.00

.40 .80

188.00 544.00

Task total: BUSINESS OPERATIONS 12/01/08 JRI REVIEW ORDER AUTHORIZING DEPOSIT OF FUNDS WITH PUBLIC SERVICE OF NEW MEXICO. REVIEW INFORMATION RELATED TO SCHEDULES AND STATEMENTS REVIEW DRAFT MEMO TO COMMITTEE ON SCHEDULES AND STATEMENTS AND NOTE COMMENTS. REVIEW AND REVISE SCHEDULES AND STATEMENTS MEMO AS PER J. INDYKE REVIEW VAN AALTEN E-MAIL RE: WELLS REVIEW OF BUDGET. REVIEW BDO ANALYSIS OF WIND-DOWN BUDGET. REVIEW OPERATING REPORT FOR

69.70

35,482.00

.10

76.00

12/02/08 12/02/08

R K JRI

.10 .40

37.50 304.00

12/03/08

R K

.30

112.50

12/10/08 12/19/08 12/30/08

JRI JRI JRI

.10 .30 .20

76.00 228.00 152.00

Page

12

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/31/08

JRI

SEPTEMBER. REVIEW MEMO CIRCULATED TO COMMITTEE ON STATEMENTS AND SCHEDULES.

.30

228.00

Task total: CASE ADMINISTRATION 12/01/08 S V CORRESPONDENCE WITH MELVILLE CAPITAL RE: LIFE INSURANCE POLICIES. E-MAIL EXCHANGES ON DOCUMENT DESTRUCTION ISSUES. E-MAIL WITH KELLWOOD ON CASE STATUS. REVIEW BDO DRAFT REPORT TO COMMITTEE ON WIND-DOWN BUDGET AND CASE UPDATE. REVIEWED DEBTORS' MOTION TO RETAIN AON AS INSURANCE ADVISOR. COMMITTEE E-MAIL RE: UPDATE ON LEASE AUCTION, SETTLEMENT STIPULATION AND WIND-DOWN MOTIONS. REVIEW E-MAIL FROM ADIDAS RE: DISHONOR OF POST-PETITION PAYMENT. T/C WITH D. BRANCH RE: DOCUMENT DESTRUCTION ISSUES (.2); FOLLOW-UP WITH W. WALKER AND E. LIU (.2). REVIEWED E-MAILS RE: DOCUMENTS PRESERVATION. CALL WITH DICKIES RELATIVE TO ISSUES ON FILING PROOF OF CLAIM.

1.80

1,214.00

.20

94.00

12/01/08 12/01/08 12/01/08

JRI JRI JRI

.20 .10 .20

152.00 76.00 152.00

12/02/08

S V

.60

282.00

12/02/08

S V

1.20

564.00

12/02/08

JRI

.10

76.00

12/08/08

S V

.40

188.00

12/08/08 12/08/08

S V JRI

.10 .20

47.00 152.00

Page

13

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/09/08

JRI

12/09/08 12/10/08 12/10/08 12/10/08 12/10/08

JRI JRI JRI JRI JRI

12/11/08

S V

12/11/08 12/12/08 12/12/08 12/12/08 12/15/08

JRI JRI JRI JRI S V

12/19/08

S V

12/19/08 12/22/08

S V S V

12/22/08

S V

12/22/08

JRI

E-MAIL TO COMMITTEE CO-CHAIRS RE: SCHEDULING CALL ON LITIGATION ISSUES. INTERNAL E-MAIL ON SCHEDULING CALL ON 12/12 WITH COMMITTEE. E-MAILS WITH COMMITTEE CO-CHAIRS ON SCHEDULING CALL. REVIEW RE:NOTICE OF AUCTION. E-MAIL CONFIRMING CALL WITH COMMITTEE CO-CHAIRS ON 12/11. E-MAIL TO COMMITTEE TO SCHEDULE CALL ON 12/12 ON LITIGATION ISSUES. REVIEWED DEBTORS REVISED ORDER RE: DOCUMENT DESTRUCTION. REVIEW E-MAIL WITH L & F ON 12/12 COMMITTEE CALL. CALL WITH LENHART ON AGENDA ITEMS FOR COMMITTEE CALL. CALL WITH DALY DEAL ON LEASE AUCTION. E-MAIL EXCHANGE WITH BDO ON AGENDA FOR COMMITTEE CALL. REVIEWED REVISED PROPOSED ORDER AND ABANDONMENT NOTICE FOR DOCUMENT DESTRUCTION. CORRESPONDENCE WITH B. WEINTRAUB RE: DOCUMENT STORAGE PROPOSALS. T/C WITH M. ST. JAMES RE: COR-O-VAN RECORD STORAGE. CORRESPONDENCE WITH W. WALKER AND D. ROBSON RE: DOCUMENT TRANSPORT AND STORAGE. CORRESPONDENCE WITH PARTIES RE: COR-O-VAN DOCUMENT STORAGE PROPOSAL. REVIEW AGENDA FOR BDO MEETING

.10

76.00

.10 .10 .10 .10 .20

76.00 76.00 76.00 76.00 152.00

.40

188.00

.10 .30 .20 .10 .40

76.00 228.00 152.00 76.00 188.00

.20

94.00

.40 .60

188.00 282.00

.40

188.00

.10

76.00

Page

14

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/23/08

S V

12/23/08

S V

12/24/08

S V

12/26/08

S V

12/29/08

RRS

12/29/08

R G

12/29/08

S V

12/29/08

JRI

12/30/08

JRI

12/30/08

JRI

12/31/08

JRI

12/31/08

JRI

WITH DEBTOR. REVIEW AND REVISION OF COR-O-VAN DOCUMENT TRANSPORT AND STORAGE AGREEMENT. MULTIPLE CORRESPONDENCE WITH A. RILEY AND B. WEINTRAUB RE: COR-O-VAN AGREEMENT. FOLLOW-UP CORRESPONDENCE WITH M. ST. JAMES RE: COR-O-VAN NEGOTIATION. MULTIPLE CORRESPONDENCE WITH COR-O-VAN AND MERVYN'S RE: NEGOTIATION OF TRANSPORT AGREEMENT AND RELATED MATTERS. REVIEW ALL CORRESPONDENCE AND ASSIGN TO APPROPRIATE TEAM MEMBER FOR HANDLING. SET UP E MAIL NOTIFICATION IN ADVERSARY PROCEEDING FOR R, KALNIT CORRESPONDENCE WITH COR-O-VAN AND A. RILEY RE: DOCUMENT STORAGE. REVIEW DEBTORS MOTION AUTHORIZING ABANDONMENT AND DESTRUCTION OF CERTAIN FILES AND ELECTRONIC RECORDS. REVIEW COMMENTS FROM PARTIES DEFENDANT TO 2004 TRANSACTION LITIGATION ON MOTION TO ABANDON RECORDS. CONFER WITH HERSHCOPF ON SCHEDULING CALLS WITH MORGAN LEWIS AND SUN. REVIEW VAN AALTEN REPORT TO COMMITTEE ON VARIOUS WIND-DOWN ISSUES. REVIEW E-MAIL FROM VAN AALTEN

3.20

1,504.00

.40

188.00

.40

188.00

2.30

1,081.00

.70

514.50

.20

43.00

.40

188.00

.20

152.00

.10

76.00

.20

152.00

.10

76.00

.10

76.00

Page

15

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/31/08

JRI

TO COMMITTEE ON DOCUMENT DESTRUCTION POLICY. E-MAIL EXCHANGE WITH SEAPORT ON CASE STATUS.

.10

76.00

Task total: CLAIMS 12/01/08 12/01/08 12/02/08 12/02/08 JRI JRI R K JRI REVIEW FILED ASSIGNMENTS OF CLAIM. REVIEW ORDER SETTING UNSECURED BAR DATE. CORRESPONDENCE WITH CREDITOR REGARDING CLAIMS REVIEW MOTION BY PAN AMERICA FOR PAYMENT OF ADMIN EXPENSE CLAIM. REVIEW JEWEL SOURCE MOTION FOR ALLOWANCE OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW E-MAIL FROM KALNIT TO COMMITTEE WITH MEMO ON BAR DATE. REVIEWED MERIT DIAMOND CORP ADMIN. CLAIM MOTION. REVIEWED THE BASKETBALL MARKETING COMPANY ADMIN CLAIM REQUEST. T/C WITH T. SINKO RE: CLAIMS PROCESS. REVIEWED TITANIUM MARKETING'S ADMIN CLAIM MOTION. E-MAIL EXCHANGE WITH LIZ CLAIBORNE ON POST-PETITION BAR DATE. T/C WITH J. LEAMY RE: COMMENTS TO POSTPETITION BAR

15.60

8,365.50

.10 .10 .10 .10

76.00 76.00 37.50 76.00

12/02/08

JRI

.10

76.00

12/02/08

JRI

.10

76.00

12/03/08 12/03/08

S V S V

.30 .20

141.00 94.00

12/04/08 12/08/08 12/09/08

S V S V JRI

.40 .30 .10

188.00 141.00 76.00

12/10/08

S V

.20

94.00

Page

16

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/10/08 12/10/08 12/10/08

S V S V JRI

12/10/08

JRI

12/11/08 12/11/08 12/11/08

S V JRI JRI

12/15/08 12/15/08

JRI JRI

12/15/08 12/16/08

JRI R K

12/16/08

S V

12/16/08

JRI

12/16/08

JRI

12/18/08

R K

DATE MOTION. REVIEWED UST'S COMMENTS TO POSTPETITION BAR DATE MOTION. CONFERENCE WITH E. LIU RE: POSTPETITION BAR DATE MOTION. REVIEW WICKED FASHIONS MOTION TO PAY ADMINISTRATIVE EXPENSE CLAIM. REVIEW FACTORY DIRECT MOTION FOR ADMINISTRATIVE EXPENSE CLAIM. REVIEWED LIBERTY APPAREL CO., ADMIN. CLAIM MOTION. RESPOND TO QUESTION FROM STRIDE-RITE ON BAR DATES. REVIEW AMERICAN PACIFIC MOTION FOR ADMIN EXPENSE CLAIM. REVIEW ONE STEP UP MOTION TO PAY ADMIN. CLAIM. REVIEW JACLYN MOTION FOR PAYMENT OF ADMIN EXPENSE CLAIM. REVIEW AGE GROUP MOTION FOR PAYMENT OF ADMIN. CLAIM. DRAFT EMAIL TO COMMITTEE REGARDING ADMIN BAR DATE ORDER AND PROCEDURES MULTIPLE CORRESPONDENCE WITH C. SAMIS RE: PILOT POWER ADMIN. CLAIM. REVIEW JACK SCHWARTZ SHOES MOTION FOR ADMIN. EXPENSE CLAIM. REVIEW AD ART MOTION FOR PAYMENT OF ADMIN. EXPENSE CLAIM. FINALIZE SUMMARY OF ADMIN CLAIMS BAR DATE ORDER

.20 .20 .10

94.00 94.00 76.00

.10

76.00

.40 .10 .10

188.00 76.00 76.00

.10 .10

76.00 76.00

.10 .40

76.00 150.00

.40

188.00

.10

76.00

.10

76.00

.10

37.50

Page

17

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/19/08

S V

12/19/08

JRI

12/19/08

JRI

12/19/08 12/19/08 12/19/08 12/19/08

JRI JRI JRI JRI

12/19/08

JRI

12/19/08 12/19/08

JRI JRI

12/22/08

JRI

12/22/08

JRI

12/23/08

JRI

12/23/08

JRI

12/24/08

S V

CORRESPONDENCE WITH W. WALKER RE: ADMIN CLAIMS FOR 12/23 HEARING. REVIEW RANDA MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW T-FAL MOTION FOR PAYMENT OF ADMIN. EXPENSE CLAIM. REVIEW DRI NOTICE OF PERFECTION OF MECHANICS LIEN. REVIEW PILOT POWER MOTION FOR ADMIN. EXPENSE CLAIM. REVIEW PENNYTON CONSTRUCTION NOTICE OF MECHANICS LIEN. REVIEW TURN ON MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW CONAIR MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW PANDIGITAL MOTION FOR ADMIN. EXPENSE CLAIM. ANSWER QUESTIONS OF NEW BALANCE RELATIVE TO CLAIMS BAR DATES. REVIEW J & F DESIGN MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW EX-CELL MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW RAPID RACK MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW TKO - EVOLUTION MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEWED CONAGRA FOODS ADMIN

.20

94.00

.10

76.00

.10

76.00

.10 .10 .10 .10

76.00 76.00 76.00 76.00

.10

76.00

.10 .10

76.00 76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.20

94.00

Page

18

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/24/08 12/24/08

S V JRI

12/24/08

JRI

12/24/08

JRI

12/24/08

JRI

12/26/08

JRI

12/26/08

JRI

12/26/08

JRI

12/26/08

JRI

12/26/08

JRI

12/29/08

JRI

12/29/08

JRI

12/29/08 12/29/08

JRI JRI

CLAIM MOTION. REVIEWED JCS APPAREL'S ADMIN. CLAIM MOTION. REVIEW APPAREL LTD. MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW NOTICE OF PERFECTION OF MECHANICS LIEN BY TRI-CITY ACOUSTICS. REVIEW KLA WESTCHESTER MOTION TO PAY ADMINISTRATIVE EXPENSE CLAIM. REVIEW LEVI'S MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW ATJ MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW DYNASTY FOOTWEAR MOTION TO PAY ADMINISTRATIVE EXPENSE CLAIM. REVIEW MAIN RIVER PARTNERS MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW MEDIAONE OF UTAH MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW AMEX MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. CALL WITH GMAC RELATIVE TO POST-PETITION CLAIM OF CLAIMANT. REVIEW KOMEX MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW CROWN PRINCE TRANSFER OF CLAIM TO ASM. REVIEW FILED MOTION

.30 .10

141.00 76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.20

152.00

.10

76.00

.10

76.00

.10

76.00

.20

152.00

.10

76.00

.10 .20

76.00 152.00

Page

19

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/29/08

JRI

12/30/08

JRI

12/30/08

JRI

12/30/08

JRI

12/30/08

JRI

12/30/08

JRI

12/30/08

JRI

12/30/08

JRI

12/30/08

JRI

12/30/08 12/31/08

JRI JRI

12/31/08

JRI

12/31/08

JRI

ESTABLISHING BAR DATE FOR POST-PETITION CLAIMS. REVIEW SUPREME INTERNATIONAL MOTION TO ALLOW ADMINISTRATIVE EXPENSE CLAIM. REVIEW ORDER GRANTING AGE GROUP ADMINISTRATIVE EXPENSE CLAIM. REVIEW ORDER APPROVING ADMINISTRATIVE EXPENSE CLAIM FOR ONE STEP UP. REVIEW MOTION BY KEDS FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW NOTICE OF ASSIGNMENT OF CRYSTAL HOSIERY CLAIM TO ASM. E-MAIL WITH KURT ADLER ON ADMINISTRATIVE EXPENSE BAR DATE. REVIEW ORDER APPROVING ADMINISTRATIVE EXPENSE CLAIM OF TEAZE OF CALIFORNIA. REVIEW NATIONAL PRESTO MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW AGREED ORDER ON ADMINISTRATIVE EXPENSE CLAIM FOR AD ART. REVIEW STIPULATION REGARDING CLAIMS OF ACE. REVIEW AMERICAN SPORTING GOODS MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW BASKETBALL MARKETING MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW AGREED ORDER ALLOWING ADMINISTRATIVE EXPENSE CLAIM

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.10 .10

76.00 76.00

.10

76.00

.10

76.00

Page

20

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/31/08

JRI

12/31/08

JRI

OF LEVI STRAUSS. REVIEW DIAMOND MOTION FOR PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM. REVIEW MERIT DIAMOND MOTION FOR ADMINISTRATIVE EXPENSE CLAIM.

.10

76.00

.10

76.00

Task total: EMPLOYEE BENEFITS/PENSIONS 12/01/08 12/02/08 S V S V T/C WITH W. WALKER RE: 401(K) TERMINATION. REVIEWED DEBTORS' MOTION TERMINATING 401(K) AND EMPLOYEE HEALTH BENEFITS. REVIEW DEBTORS MOTION TO APPROVE EMPLOYEE RETENTION PLAN. REVIEW EMPLOYEE RETENTION PLAN IN LINEN'S 'N THINGS FOR COMPARATIVE PURPOSES. REVIEW DEBTORS MOTION TO PAY INCENTIVE COMPENSATION TO EMPLOYEES. REVIEW ENTERED ORDER APPROVING EMPLOYEE INCENTIVE PLAN. REVIEW ORDER RE: INJUNCTION ON PAYMENTS FOR ACCRUED VACATION. REVIEW E-MAIL FROM KADEN RE: ACCRUED AND UNPAID VACATION TOTALS. REVIEW E-MAIL FROM VAN AALTEN RE: ORDER ON ACCRUED VACATION PAY.

9.80

6,260.00

.20 .60

94.00 282.00

12/02/08

JRI

.60

456.00

12/10/08

JRI

.20

152.00

12/10/08

JRI

.30

228.00

12/13/08

JRI

.10

76.00

12/13/08

JRI

.10

76.00

12/15/08

JRI

.10

76.00

12/19/08

JRI

.20

152.00

Page

21

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/22/08

JRI

12/22/08

JRI

12/22/08

JRI

12/23/08

JRI

12/26/08

JRI

12/26/08 12/30/08

JRI S V

12/30/08

JRI

REVIEW ADDITIONAL LETTERS FROM EMPLOYEES ON VACATION PAY SENT TO COURT. REVIEW LETTERS FROM EMPLOYEES TO COURT ON WARN AND VACATION PAY. REVIEW MARK-UP OF SECOND ORDER ALLOWING ACCRUED VACATION PAY. REVIEW ADDITIONAL LETTERS TO COURT FROM EMPLOYEES ON VACATION PAY. REVIEW E-MAIL FROM WALKER WITH AMENDED VACATION PAY ORDER. REVIEW DIAZ WARN ACT ADVERSARY COMPLAINT. REVIEWED DRAFT 401(K) TERMINATION MOTION AND CORRESPONDENCE WITH W. WALKER RE: SAME. REVIEW ENTERED AMENDED ORDER RE: INJUNCTION ON PAYMENTS OF ACCRUED VACATION OBLIGATIONS.

.10

76.00

.30

228.00

.10

76.00

.10

76.00

.10

76.00

.20 .80

152.00 376.00

.10

76.00

Task total: FEE/EMPLOYMENT APPLICATIONS 12/01/08 12/02/08 12/02/08 12/04/08 12/08/08 JRI JRI JRI JRI JRI REVIEW FRIEDMAN KAPLAN FEE APPLICATION FOR SEPTEMBER. REVIEW BAYARD FEE APPLICATION FOR SEPTEMBER. REVIEW TRAXI FEE APPLICATION FOR SEPTEMBER. E-MAIL WITH CIT ON EXPENSE REIMBURSEMENT CHECK. REVIEW RICHARDS LAYTON FEE

4.20

2,728.00

.20 .20 .10 .10 .30

152.00 152.00 76.00 76.00 228.00

Page

22

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/08/08 12/10/08 12/11/08 12/11/08

JRI JRI S V S V

12/11/08 12/13/08 12/15/08 12/15/08 12/17/08 12/18/08

CRH JRI JRI JRI R K R K

12/18/08

JRI

12/19/08

R K

12/22/08

R K

12/22/08

JRI

12/23/08

JRI

APPLICATION FOR SEPTEMBER. REVIEW MILLER BUCKFIRE FEE APPLICATION FOR SEPTEMBER. ATTENTION TO FIRM TIME RECORDS FOR NOVEMBER. CORRESPONDENCE WITH DEBTORS' RE: STREAMBANK RETENTION. CORRESPONDENCE WITH J. LEAMY RE: STREAMBANK RETENTION; FOLLOW-UP CORRESPONDENCE WITH DEBTORS RE: SAME. CONFER WITH WALKER AND DEBTORS RE: STREAMBANK. REVIEW PAUL HASTINGS SEPTEMBER FEE APPLICATION. REVIEW ASHBY & GEDDES SEPTEMBER FEE APPLICATION. REVIEW BDO SEPTEMBER FEE APPLICATION. DRAFT FOURTH MONTHLY FEE STATEMENT DRAFT FOURTH MONTHLY FEE STATEMENT (1.1); DRAFT FIRST INTERIM FEE APPLICATION (.9) CONFER WITH KALNIT RE: ADJUSTMENT TO FEE STATEMENT ON EXPENSES. REVIEW AND REVISE FOURTH FEE STATEMENT (.4); REVIEW AND REVISE FIRST FEE APP (.2) FINALIZE NOVEMBER FEE STATEMENT AND FIRST INTERIM FEE APPLICATION FOR FILING REVIEW NARRATIVE ON FINANCINGS AND QUARTERLY NOVEMBER FEE STATEMENTS AND NOTE COMMENTS. REVIEW DELOITTE FEE APPLICATION FOR SEPTEMBER.

.10 .80 .20 .20

76.00 608.00 94.00 94.00

.40 .20 .20 .20 1.40 2.00

272.00 152.00 152.00 152.00 525.00 750.00

.10

76.00

.60

225.00

.40

150.00

.30

228.00

.20

152.00

Page

23

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/23/08 12/23/08 12/24/08 12/24/08 12/26/08

JRI JRI JRI JRI JRI

12/26/08

JRI

12/26/08 12/26/08

JRI JRI

12/26/08 12/29/08 12/30/08 12/30/08 12/30/08 12/30/08 12/30/08

JRI JRI JRI JRI JRI JRI JRI

12/30/08

JRI

REVIEW UPDATED PROFESSIONAL FEE BUDGET FROM BDO. REVIEW SUPPORT PROPOSAL FOR IP WORK. REVIEW MORGAN LEWIS FEE APPLICATION FOR OCTOBER. REVIEW BAYARD FEE APPLICATION FOR OCTOBER. REVIEW E-MAIL FROM VAN AALTEN TO COMMITTEE ON DEBTOR'S RETENTION OF STREAMBANK FIR IP DISPOSITION WORK. REVIEW AON ENGAGEMENT LETTER ON CASUALTY INSURANCE DEDUCTIBLE BY-DOWN PROGRAM AND FURTHER CORRESPONDENCE CLARIFYING COMMISSION. REVIEW FRIEDMAN KAPLAN OCTOBER FEE APPLICATION. REVIEW AFFIDAVIT OF DISINTERESTEDNESS FROM LANE POWELL. REVIEW TRAXI FEE APPLICATION FOR OCTOBER. REVIEW KCC INVOICE FOR OCTOBER. REVIEW 1ST QUARTERLY FEE APPLICATION OF FTI. REVIEW ASHBY & GEDDES OCTOBER FEE APPLICATION. REVIEW BDO SEIDMAN OCTOBER FEE APPLICATION. REVIEW 1ST QUARTERLY FEE APPLICATION OF ERNST & YOUNG. REVIEW OCTOBER FEE APPLICATION OF MILLER BUCKFIRE. REVIEW RICHARD LAYTON FEE APPLICATION FOR OCTOBER.

.10 .20 .30 .10 .20

76.00 152.00 228.00 76.00 152.00

.20

152.00

.20 .10

152.00 76.00

.10 .30 .30 .10 .30 .10 .10

76.00 228.00 228.00 76.00 228.00 76.00 76.00

.30

228.00

Page

24

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

Task total: FEE/EMPLOYMENT OBJECTIONS 12/15/08 R K REVIEW FEE STATEMENT IN CONNECTION WITH ISSUES RAISED BY UST INQUIRE INTO UST ISSUES WITH SECOND FEE STATEMENT

11.20

6,670.00

.10

37.50

12/18/08

R K

1.10

412.50

Task total: FINANCING AND CASH COLLATERAL 12/09/08 RRS REVIEW AND EDIT SUN OBJECTION

1.20

450.00

.90

661.50

Task total: LITIGATION 12/01/08 12/01/08 N S N S ATTENTION TO SUN STIP ATTENTION TO DOCUMENT RETENTION ISSUES RELATIVE TO COMMITTEE 2004 INVESTIGATION O/C W/RICHELLE KALNIT P/C W/BILL WEINTRAUB ATTENTION TO CONSULTING AGREEMENT REVIEWED COMMENTS TO DEBTORS' MOTION TO DESTROY DOCUMENTS. CONFER WITH TEAM RE: WITNESS AND DOCUMENT RETENTION ISSUES. CORRESPONDENCE WITH WEINTRAUB AND WALKER RE: COMMITTEE 2004

.90

661.50

.30 .30

168.00 168.00

12/01/08 12/01/08 12/01/08 12/01/08 12/01/08

N S N S N S S V RRS

.10 .30 .40 .40 .60

56.00 168.00 224.00 188.00 441.00

12/01/08

N S

.30

168.00

Page

25

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/01/08

JRI

12/01/08

JRI

12/01/08

JRI

12/01/08 12/02/08

JRI N S

12/02/08 12/02/08

N S N S

12/02/08 12/02/08

N S S V

12/02/08

S V

12/02/08

S V

12/02/08 12/02/08 12/03/08

RRS RRS N S

12/03/08

N S

INVESTIGATION REVIEW FURTHER REVISED STIP RESOLVING CONVERSION MOTION AND RELATED E-MAILS. REVIEW E-MAIL FROM SMITHBERG RE: 2004 TRANSACTION INVESTIGATION UPDATE. REVIEW ORDER EXTENDING TIME TO REMOVE RELATED PROCEEDINGS. REVIEW INTERNAL RESEARCH ON LITIGATION ISSUES WITH SUN. ATTENTION TO CONSULTING AGREEMENTS; O/C W/RON SUSSMAN RE: SAME ATTENTION TO DOCUMENT PRESERVATION ISSUES CONFERENCE CALL WITH FTI AND DEBTORS' COUNSEL RE: DOCUMENT RETENTION PROTOCOL P/C W/BILL WEINTRAUB CORRESPONDENCE WITH B. WEINTRAUB RE: DOCUMENT PRESENTATION ISSUES. CORRESPONDENCE WITH C. HERSHCOPF AND N. SMITHBERG RE: CONSULTANT RETENTION FOR 2004 TRANSACTION LITIGATION. MULTIPLE CORRESPONDENCE WITH ML AND FK RE: DOCUMENT PRESENTATION POLICY. REVIEW AND CONFER RE: CONSULTING AGREEMENTS. CONFER RE: LITIGATION SUPPORT ISSUES. CORRESPONDENCE WITH BILL WEINTRAUB RE: CONSULTING AGREEMENTS CONFERENCE CALL WITH ANDREW

.20

152.00

.10

76.00

.10

76.00

.20 .90

152.00 504.00

.40 .40

224.00 224.00

.20 .30

112.00 141.00

.20

94.00

.60

282.00

.70 .20 .20

514.50 147.00 112.00

.40

224.00

Page

26

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/03/08

N S

12/03/08

N S

12/03/08 12/03/08

N S S V

12/03/08

RRS

12/03/08

CRH

12/03/08

JRI

12/03/08

JRI

12/03/08

JRI

12/03/08

JRI

12/04/08

N S

12/04/08

N S

HINKLEMAN AND WENDY WALTERS RE: DOCUMENT PROTOCOL MOTION ATTENTION TO CONSULTING AGREEMENTS; CORRESPONDENCE WITH BILL WEINTRAUB AND RON SUSSMAN RE: SAME O/C W/JAY INDYKE, RON SUSSMAN AND SETH VAN AALTEN RE: STATUS OF LITIGATION O/C W/SETH VAN AALTEN RE: DOCUMENT ABANDONMENT ORDER E-MAIL TO COMMITTEE RE: SPECIFICS OF DEBTORS' PROPOSED DOCUMENT DESTRUCTION POLICY. FINAL CONSULTING AGREEMENT AND CONFER WITH FINANCIAL ADVISORS. REVIEW ISSUES WITH RESPECT TO AMENDED COMPLAINT (.7); FOLLOW UP WITH SUSSMAN (.4) AND INDYKE (.4). INTERNAL E-MAIL TO DISCUSS SETTLEMENT DISCUSSIONS WITH SUN. FURTHER E-MAILS AND INTERNAL DISCUSSIONS ON SETTLEMENT STIP ISSUES. CONFERENCE WITH SUSSMAN, VAN AALTEN AND SMITHBERG ON 2004 TRANSACTION LITIGATION ISSUES. FURTHER E-MAILS ON STIP SETTLING CONVERSION MOTION AND BUDGET AND REVISE STIP. REVIEWED AND REVISED STIPULATION REGARDING ABANDONMENT OF DOCUMENTS CONFERENCE CALL WITH WENDY

.40

224.00

.40

224.00

.20 .40

112.00 188.00

.70

514.50

1.50

1,020.00

.20

152.00

.90

684.00

.40

304.00

.60

456.00

.70

392.00

.40

224.00

Page

27

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/04/08 12/04/08

N S S V

12/04/08 12/04/08 12/05/08

RRS RRS N S

12/05/08 12/05/08 12/05/08 12/05/08 12/05/08 12/05/08 12/08/08 12/08/08 12/08/08 12/08/08

N S S V RRS RRS JRI N S N S N S N S RRS

12/08/08 12/08/08

JRI JRI

12/08/08

N S

WALKER AND BILL WEINTRAUB RE: DOCUMENT DESTRUCTION PROTOCOL O/C W/SETH VAN AALTEN REVIEWED CORRESPONDENCE FROM 2004 DEFENDANTS RE: DOCUMENT DESTRUCTION. CORRESPOND WITH WEINTRAUB RE: COMPLAINT. CONFER RE: DOCUMENT PRESERVATION ISSUES. ATTENTION TO DOCUMENT DESTRUCTION MOTION; P/C W/WENDY WALTER RE: SAME ATTENTION TO CONSULTING AGREEMENT CONFERENCE WITH N. SMITHBERG RE: DOCUMENT PRESERVATION. EXECUTE CONSULTING AGREEMENTS. CONFER WITH N. SMITHBERG RE: AMENDED COMPLAINT. CALL WITH SUN AND DEBTOR ON SETTLEMENT STIP MOTIONS. T/C WITH BILL WEINTRAUB RE: DOCUMENT PROTOCOL REVIEWED REVISED 2004 TRANSACTION COMPLAINT REVIEWED AND REVISED SUN STIP O/C W/SETH VAN AALTEN CORRESPOND WITH WEINTRAUB AND TEAM RE: AMENDED COMPLAINT DRAFT. CONFER WITH VAN AALTEN ON STIP REVISIONS. REVIEW FURTHER REVISED STIP SETTLING CONVERSION MOTION AND SUN COMMENTS ON SAME. CONFERENCE CALL WITH SETH VAN AALTEN AND WENDY WALKER RE:

.30 .40

168.00 188.00

.20 .30 .40

147.00 220.50 224.00

.30 .30 .60 .20 .50 .20 1.90 .40 .20 .30

168.00 141.00 441.00 147.00 380.00 112.00 1,064.00 224.00 112.00 220.50

.10 .30

76.00 228.00

.40

224.00

Page

28

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/09/08 12/09/08 12/09/08 12/09/08 12/09/08 12/09/08 12/09/08 12/09/08

S V RRS N S N S N S N S N S N S

12/09/08

N S

12/09/08 12/09/08

N S JRI

12/10/08 12/10/08 12/10/08 12/10/08 12/10/08

RRS RRS RRS N S N S

DOCUMENT PROTOCOL LITIGATION TEAM MEETING RE: STRATEGY DISCUSSION. PREPARE FOR LITIGATION MEETING. P/C W/WENDY WALKER RE: DOCUMENT PROTOCOL MOTION P/C W/BILL WEINTRAUB RE: DOCUMENT PROTOCOL MOTION O/C W/RON SUSSMAN RE: AMENDED COMPLAINT ATTENTION TO DOCUMENT ABANDONMENT PROTOCOL ATTENTION TO DOCUMENT PRODUCTION REQUESTS REVIEWED AMENDED COMPLAINT AND PREPARED WORK PRODUCT RE: SAME TEEM MEETING WITH INDYKE, SUSSMAN, HERSHCOPF AND VAN AALTEN RE: SUN SETTLEMENT TALKS, 2004 TRANSACTION LITIGATIONS AND DOCUMENT ABANDONMENT ISSUES; PREP FOR SAME P/C W/BILL WEINTRAUB INTERNAL STRATEGY MEETING ON LITIGATIONS WITH SUSSMAN, HERSHCOPF, SMITHBERG AND VAN AALTEN. REVIEW AND CONFER RE: AMENDMENTS TO THE COMPLAINT. CONFER RE: PROCEDURES TO ADDRESS COMPLAINT AMENDMENTS. DEAL WITH DOCUMENT PRESERVATION ISSUES. P/C W/BILL WEINTRAUB RE: AMENDED COMPLAINT P/C W/WENDY WALKER RE:

1.20 .30 .30 .20 .30 .40 .40 2.80

564.00 220.50 168.00 112.00 168.00 224.00 224.00 1,568.00

1.70

952.00

.30 1.60

168.00 1,216.00

1.60 .40 .40 .30 .20

1,176.00 294.00 294.00 168.00 112.00

Page

29

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/10/08

N S

12/10/08 12/10/08 12/10/08

N S N S JRI

12/10/08 12/10/08

JRI GAO

12/11/08

RRS

12/11/08

RRS

12/11/08

N S

12/11/08 12/11/08

N S N S

12/11/08

N S

12/11/08

N S

12/11/08

N S

DOCUMENT RETENTION MOTION LEGAL RESEARCH RE: IMPARTED INTENT ISSUES RELATIVE TO ALLEGATIONS OF ACTUAL FRAUD IN FRAUDULENT TRANSFER CLAIM ATTENTION TO DOCUMENT RETENTION PROTOCOL O/C W/RON SUSSMAN RE: AMENDED COMPLAINT REVIEW E-MAIL FROM SUSMAN ON DRAFT AMENDED COMPLAINT ON 2004 TRANSACTION. CALL WITH LENHART RELATIVE TO LITIGATION STRATEGIES. REVIEW OF FIRST AMENDED COMPLAINT REGARDING 2004 FRAUDULENT CONVEYANCE ACTION. REVIEW, ANALYZE AND CONFER RE: "ACTUAL INTENT" LAW AND ISSUES. MEET WITH ASSOCIATES RE: AMENDMENT TO COMPLAINT ISSUES. O/C W/RON SUSSMAN AND SETH VAN AALTEN RE: DOCUMENT RETENTION ISSUES REVIEWED REVISED DOCUMENT DESTRUCTION ORDER O/C W/CATHY HERSHCOPF RE: ACTUAL INTENT ALLEGATIONS IN COMPLAINT O/C W/RON SUSSMAN AND GUSTAVO ORDONEZ RE: AMENDED COMPLAINT AND ACTUAL FRAUD ALLEGATIONS CONFERENCE CALL WITH WENDY WALKER AND BILL WEINTRAUB RE: DOCUMENT DESTRUCTION MOTION O/C W/SETH VAN AALTEN RE: DOCUMENT PROTOCOL AND WIND

2.10

1,176.00

.40 .40 .10

224.00 224.00 76.00

.40 3.90

304.00 2,086.50

1.20

882.00

.80

588.00

.20

112.00

.30 .20

168.00 112.00

.30

168.00

.30

168.00

.20

112.00

Page

30

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/11/08 12/11/08

N S GAO

12/12/08

RRS

12/12/08

N S

12/12/08

N S

12/12/08

N S

12/12/08 12/12/08 12/12/08 12/12/08

N S CRH JRI GAO

12/13/08 12/15/08 12/15/08

JRI RRS N S

DOWN ISSUES LEGAL RESEARCH RE: ACTUAL INTENT STANDARDS REVIEW OF FIRST AMENDED COMPLAINT REGARDING 2004 FRAUDULENT CONVEYANCE ACTION; COMMENTS TO AMENDED COMPLAINT REGARDING SOURCES OF FACTUAL ALLEGATIONS. CONFER WITH TEAM RE: WACHOVIA RELEASE AND POTENTIAL LIABILITY ISSUES. FURTHER DISCUSSIONS WITH WEINTRAUB AND WALKER RE: DOCUMENT ABANDONMENT ORDER CONFERENCE CALL WITH COMMITTEE RE: 2004 LITIGATION; PREP FOR SAME ATTENTION TO DOCUMENT DESTRUCTION MOTION; MULTIPLE CALLS WITH WENDY WALKER AND BILL WEINTRAUB RE: SAME ATTENTION TO DOCUMENT RETENTION MATTERS FOLLOW UP WITH OSHR RE: HOLD UPON STIPULATION. CALL WITH SUSSMAN RELATIVE TO AMENDED COMPLAINT. REVIEW OF FIRST AMENDED COMPLAINT REGARDING 2004 FRAUDULENT CONVEYANCE ACTION; COMMENTS TO AMENDED COMPLAINT REGARDING SOURCES OF FACTUAL ALLEGATIONS. E-MAILS ON HOLDBACKS FOR WACHOVIA ON CONVERSION STIP. CONFER RE: WACHOVIA RELATED LITIGATION ISSUES. PREPARED REVISIONS TO SUN

1.90 4.20

1,064.00 2,247.00

.20

147.00

.60

336.00

1.10

616.00

1.80

1,008.00

.40 .40 .20 3.60

224.00 272.00 152.00 1,926.00

.10 .60 2.60

76.00 441.00 1,456.00

Page

31

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/15/08

N S

12/15/08 12/15/08 12/15/08

N S N S N S

12/15/08

N S

12/15/08

N S

12/15/08 12/15/08 12/15/08

CRH JRI GAO

12/16/08 12/16/08

RRS N S

PREFERENCE COMPLAINT CONFERENCE CALL WITH BILL WEINTRAUB AND ANDY GOLDWATER RE: AMENDED COMPLAINT; PREP FOR SAME ATTENTION TO DOCUMENT DESTRUCTION MOTION REVIEWED DOCUMENT STORAGE PROPOSALS LEGAL RESEARCH IN CONNECTION WITH AMENDMENT OF 2004 COMPLAINT CORRESPONDENCE WITH BILL WEINTRAUB, AMANDA RILEY AND WENDY WALKER RE: DOCUMENT DESTRUCTION MOTION AND HEARING O/C'S WITH SETH VAN AALTEN RE: DOCUMENT DESTRUCTION MOTION FOLLOW UP WITH OSHR RE: STIPULATION/BUDGET. REVIEW E-MAILS FROM FIORELLO AND SUSSBERG ON STIP. CONFERENCE CALL WITH WEINTRAUB REGARDING THE FIRST AMENDED COMPLAINT REGARDING THE 2004 FRAUDULENT CONVEYANCE ACTION; COMMENTS TO AMENDED COMPLAINT REGARDING SOURCES OF FACTUAL ALLEGATIONS. CONTINUED WORK RE: AMENDMENTS TO COMPLAINT. ATTENTION TO RETENTION OF POTENTIALLY RELEVANT DOCUMENTS AND ELECTRONIC DATA; MULTIPLE CALLS WITH WALKER AND WEINTRAUB RE: SAME

1.10

616.00

.60 .40 1.80

336.00 224.00 1,008.00

.30

168.00

.20

112.00

.40 .10 3.40

272.00 76.00 1,819.00

1.40 2.80

1,029.00 1,568.00

Page

32

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/16/08

N S

12/16/08

N S

12/16/08 12/16/08 12/16/08 12/16/08 12/16/08 12/16/08

N S N S N S N S N S CRH

12/16/08

GAO

12/17/08

R K

12/17/08

RRS

CONFERENCE CALL WITH AMANDA RILEY, BILL WEINTRAUB AND WENDY WALKER RE: DOCUMENT ABANDONMENT MOTION AND OTHER MATTERS REVIEWED OBJECTION OF 2004 DEFENDANTS TO DOCUMENT ABANDONMENT MOTION ATTENTION TO DOCUMENT REQUESTS TO DEFENDANTS REVIEWED DOCUMENT ABANDONMENT NOTICE O/C W/GUSTAVO ORDONEZ ATTENTION TO SUN STIPULATION O/C W/SETH VAN AALTEN REVIEW REVISED STIPULATION SETTLING MOTION TO CONVERT AND UPDATED BUDGET AND COMMENTS RE: SAME (1.1) AND CALL WITH ALL HANDS RE: SAME (.8). REVIEW OF FIRST AMENDED COMPLAINT REGARDING 2004 FRAUDULENT CONVEYANCE ACTION; COMMENTS TO AMENDED COMPLAINT REGARDING SOURCES OF FACTUAL ALLEGATIONS. REVIEW DEBTOR INFORMATION REQUEST IN PREPARATION FOR DRAFTING ADDITIONAL REQUEST (.2); CONFERENCE WITH N. SMITHBERG REGARDING DEFENDANT INFORMATION REQUEST (.2); REVIEW BACKGROUND INFORMATION, INCLUDING COMPLAINT, IN PREPARATION FOR DRAFTING DEFENDANT INFORMATION REQUEST (2.2) FOLLOW-UP RE: SUN ENTITY

1.20

672.00

.80

448.00

.60 .40 .20 .40 .20 1.90

336.00 224.00 112.00 224.00 112.00 1,292.00

1.10

588.50

2.60

975.00

.30

220.50

Page

33

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/17/08

RRS

12/17/08 12/17/08

N S N S

12/17/08 12/17/08 12/17/08

N S N S N S

12/17/08

N S

12/17/08

N S

12/17/08 12/17/08

N S N S

12/17/08

N S

12/17/08 12/17/08 12/17/08 12/17/08

N S N S JRI GAO

SERVICE ISSUES. CALL WITH WEINTRAUB AND CONFER WITH TEAM RE: OFFSHORE AND SERVICE ISSUES. ATTENTION TO SERVICE OF AMENDED COMPLAINT ATTENTION TO DOCUMENT DISCOVERY (0.2); O/C W/RICHELE KALNIT RE: SAME (.2) REVIEWED FILINGS ON MERVYN'S CH. 11 DOCKET PREP FOR DOCUMENT DESTRUCTION MOTION HEARING CORRESPONDENCE WITH LOCAL COUNSEL RE: DOCUMENT RETENTION HEARING ATTENDED HEARING ON DEBTOR'S MOTION TO DESTROY OR ABANDON DOCUMENTS ATTENTION TO POSSIBLE REVISIONS TO AMENDED COMPLAINT CORRESPONDENCE WITH RON SUSSMAN RE: AMENDED COMPLAINT ATTENTION TO FOLLOW UP OF JUDGE'S DECISION ON DOCUMENT DESTRUCTION MOTION; INTERNAL CORRESPONDENCE RE: SAME CORRESPONDENCE WITH WENDY WALKER RE: PLAN FOR STORAGE OF DOCUMENTS DRAFTED REVISIONS TO SUN COMPLAINT ATTENTION TO DOCUMENT DISPOSAL ISSUES REVIEW WACHOVIA DRAFT OF REVISED STIP ON CONVERSION. REVIEW OF FIRST AMENDED

.70

514.50

.30 .40

168.00 224.00

.20 1.20 .20

112.00 672.00 112.00

.90

504.00

.40

224.00

.20 .40

112.00 224.00

.20

112.00

.60 .30 .30 2.30

336.00 168.00 228.00 1,230.50

Page

34

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/18/08

RRS

12/18/08

RRS

12/18/08

RRS

12/18/08 12/18/08 12/18/08

N S N S N S

12/18/08

N S

12/18/08

N S

12/18/08

N S

12/18/08 12/18/08

N S N S

12/18/08

N S

COMPLAINT IN CONNECTION WITH PREPARATION OF DOCUMENT REQUEST. DOCUMENT PRESERVATION PROTOCOL AND LITIGATION ISSUE STRATEGIES. REVIEW, ANALYZE AND CONFER RE: REVISED AMENDED COMPLAINT. CORRESPONDENCE AND CALLS RE: SERVICE ISSUES RELATED TO OFF-SHORE DEFENDANTS. P/C W/GUSTAVO ORDONEZ O/C W/RON SUSSMAN RE: LITIGATION STRATEGY CONFERENCE CALL WITH BILL WEINTRAUB, ANDY GOLDWATER AND RON SUSSMAN RE: CHARACTERIZATION OF TRANSACTIONS IN AMENDED COMPLAINT CORRESPONDENCE WITH BILL WEINTRAUB RE: AMENDED COMPLAINT TC W/JENNIFER WALKER RE: LITIGATION STRATEGY; PREP FOR SAME O/C W/RON SUSSMAN RE: ISSUE OF ACTUAL INTENT RELATIVE TO VARIOUS DEFENDANTS IN 2004 LITIGATION REVIEWED AMENDED COMPLAINT; DRAFTED REVISIONS TO SAME CORRESPONDENCE RE: DOCUMENT DESTRUCTION MOTION WITH COUNSEL FOR DEBTORS AND 2004 DEFENDANTS ATTENTION TO SERVICE OF AMENDED COMPLAINT

.60

441.00

3.40

2,499.00

.80

588.00

.20 .30 .70

112.00 168.00 392.00

.20

112.00

.70

392.00

.60

336.00

3.60 .20

2,016.00 112.00

.40

224.00

Page

35

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/18/08

N S

12/18/08

N S

12/18/08

JLS

12/18/08 12/18/08

ALS GAO

12/18/08

GAO

12/19/08

RRS

12/19/08

RRS

12/19/08

N S

12/19/08 12/19/08

N S N S

O/C W/RON SUSSMAN AND SETH VAN AALTEN RE: LITIGATION STRATEGY MULTIPLE CALLS WITH WENDY WALKER AND BILL WEINTRAUB RE: STORAGE OF DOCUMENTS AND ELECTRONIC DOCUMENTS CONFERENCE CALL WITH N. SMITHBERG REGARDING AMENDED COMPLAINT (0.5); REVIEW OF AMENDED COMPLAINT DRAFT (0.3) PREPARE CLOSING BINDER AND SEND TO J. STEWART. REVIEW OF FIRST AMENDED COMPLAINT AND DRAFTING OF ANNOTATED VERSION COMPARING THE COMPLAINT'S FACTUAL ALLEGATIONS TO THE DOCUMENTATION RECEIVED. REVIEW OF FIRST AMENDED COMPLAINT AND DRAFTING OF ANNOTATED VERSION COMPARING THE COMPLAINT'S FACTUAL ALLEGATIONS TO THE DOCUMENTATION RECEIVED. REVIEW, ANALYZE AND CONFER RE: ANNOTATED COMPLAINT; PROOFS AND SUPPORT. RE-READ REVISED COMPLAINT; ANALYZE THEORIES; CONFER WITH TEAM AND CONFERENCE CALLS RE: SAME. ATTENTION TO ALLEGATIONS AGAINST TARGET IN AMENDED COMPLAINT CORRESPONDENCE W/RON SUSSMAN RE: LITIGATION STRATEGY O/C W/SETH VAN AALTEN AND MICHAEL ST. JAMES RE:

.40

224.00

.60

336.00

.80

376.00

1.00 3.80

210.00 2,033.00

4.30

2,300.50

2.40

1,764.00

4.20

3,087.00

.60

336.00

.10 .30

56.00 168.00

Page

36

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/19/08 12/19/08 12/19/08

N S N S N S

12/19/08 12/19/08 12/19/08 12/19/08 12/19/08

N S N S N S N S N S

12/19/08

N S

12/19/08

N S

12/19/08 12/19/08

N S N S

12/19/08 12/19/08 12/19/08

N S N S N S

12/19/08

N S

COR-O-VAN AGREEMENT P/C W/BILL WEINTRAUB O/C W/GUSTAVO ORDONEZ CORRESPONDENCE WITH LITIGATION TEAM RE: ELECTRONIC DATA RETENTION PREPARED MATERIALS FOR MEETING WITH JENNIFER STUART REVIEWED COR-O VAN PROPOSAL O/C W/SETH VAN AALTEN RE: DOCUMENT RETENTION ISSUES O/C W/RON SUSSMAN RE: LITIGATION STRATEGY O/C W/RON SUSSMAN RE: REVISIONS TO AMENDED COMPLAINT; PREP FOR SAME O/C W/CATHY HERSHCOPF AND RON SUSSMAN RE: REVISED AMENDED COMPLAINT CONFERENCE CALL WITH BILL WEINTRAUB AND ANDY GOLDWATER RE: REVISED AMENDED COMPLAINT PREPARED REVISIONS TO AMENDED COMPLAINT CONFERENCE CALL WITH AMANDA RILEY; BILL WEINTRAUB, WENDY WALKER ET AL. RE: STORAGE OF ELECTRONIC DATA AND OTHER MATTERS ATTENTION TO WAREHOUSE SPACE P/C W/GUSTAVO ORDONEZ RE: NOTIONAL RENT CORRESPONDENCE WITH BILL WEINTRAUB RE: TREATMENT OF NOTIONAL RENT IN AMENDED COMPLAINT REVIEWED AMENDED COMPLAINT DETAILING SOURCES OF FACTUAL ALLEGATIONS

.20 .20 .10

112.00 112.00 56.00

.40 .30 .10 .20 .60

224.00 168.00 56.00 112.00 336.00

.30

168.00

.50

280.00

1.30 1.30

728.00 728.00

.30 .20 .20

168.00 112.00 112.00

.80

448.00

Page

37

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/19/08 12/19/08

N S CRH

12/19/08 12/19/08 12/19/08

CRH JRI GAO

12/19/08

GAO

12/21/08

RRS

12/22/08

R K

12/22/08

RRS

12/22/08

RRS

P/C W/JENNIFER STEWART RE: LITIGATION STRATEGY REVIEW AND COMMENT ON STIPULATION AND FOLLOW UP WITH WACHOVIA RE: SAME. REVIEW AND COMMENT ON AMENDED COMPLAINT. REVIEW SUN FURTHER COMMENTS TO STIP ON CONVERSION. REVIEW OF FIRST AMENDED COMPLAINT'S ALLEGATIONS IN CONNECTION WITH THE AMOUNTS OF NOTIONAL RENT AS COMPARED WITH THE NOTIONAL RENT AMOUNT DERIVED FROM THE REVIEW OF THE OPERATING AGREEMENTS OF MERVYN'S HOLDINGS LLC AND MERVYN'S LLC; DRAFTING OF MEMO. REVIEW OF FIRST AMENDED COMPLAINT AND DRAFTING OF ANNOTATED VERSION COMPARING THE COMPLAINT'S FACTUAL ALLEGATIONS TO THE DOCUMENTATION RECEIVED. REVIEW, COMMENT AND CONFER RE: REVISED AMENDED COMPLAINT DRAFT. REVIEW BACKGROUND INFORMATION, INCLUDING COMPLAINT, IN PREPARATION FOR DRAFTING DEFENDANT INFORMATION REQUEST PRE-TRIAL CONFERENCE CORRESPONDENCE AND PREPARATIONS. CONFER AND REVIEW RE: DOCUMENT RETENTION POLICY AND ISSUES.

.30 .60

168.00 408.00

2.90 .10 2.50

1,972.00 76.00 1,337.50

4.70

2,514.50

2.40

1,764.00

1.20

450.00

.40

294.00

.60

441.00

Page

38

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/22/08

RRS

12/22/08 12/22/08

N S N S

12/22/08 12/22/08 12/22/08 12/22/08

N S N S N S N S

12/22/08

N S

12/22/08 12/22/08

N S JLS

12/22/08

CRH

12/22/08

JRI

12/22/08

JRI

12/22/08 12/22/08

JRI GAO

FURTHER REVISIONS AND REVIEWS OF AMENDED COMPLAINT; CONFER WITH TEAM RE: STRATEGIC ISSUES. O/C W/JAY INDYKE ATTENTION TO WAREHOUSE SPACE; CORRESPONDENCE WITH WEINTRAUB, WALKER AND VAN AALTEN RE: SAME REVIEWED REVISED AMENDED COMPLAINT PREPARED COMMENTS TO REVISED AMENDED COMPLAINT O/C W/RON SUSSMAN RE: LITIGATION STRATEGY P/C W/SETH VAN AALTEN AND MICHAEL ST. JAMES RE: WAREHOUSE AGREEMENT CORRESPONDENCE WITH AMANDA RILEY, BILL WEINTRAUB ET AL. RE: STORAGE OF PAPER FILES P/C W/JENNIFER STEWART RE: LITIGATION PREP REVIEW OF AMENDED COMPLIANT AND VARIOUS AGREEMENTS IN PREPARATION FOR MEETING (2.2) REVIEW COMPLAINT REVISIONS AND CONFER WITH WEINTRAUB AND LIT TEAM RE: SAME. REVIEW E-MAIL FROM WEITMAN RE: RECORDS PRESENTATION ISSUE. E-MAIL EXCHANGES WITH VAN AALTEN ON WACHOVIA STIP REVISIONS. REVIEW FURTHER DRAFT OF STIPULATION FROM WACHOVIA. REVIEW OF FINAL VERSION OF FIRST AMENDED COMPLAINT.

2.40

1,764.00

.20 .90

112.00 504.00

1.90 .90 .20 .30

1,064.00 504.00 112.00 168.00

.30

168.00

.30 2.20

168.00 1,034.00

.90

612.00

.10

76.00

.20

152.00

.20 2.50

152.00 1,337.50

Page

39

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/23/08 12/23/08

R K RRS

12/23/08

N S

12/23/08 12/23/08 12/23/08

N S N S N S

12/23/08 12/23/08 12/23/08 12/23/08

N S N S N S N S

12/23/08

JLS

12/23/08 12/23/08

JRI JRI

DRAFT 2004 TRANSACTION DEFENDANT INFORMATION REQUEST REVIEW, EDIT AND REVISE COMMITTEE CORRESPONDENCE RE: LITIGATION. CORRESPONDENCE WITH JENNIFER STEWART RE: DOCUMENT RETENTION ISSUES P/C W/JAY INDYKE RE: AMENDED COMPLAINT COMMITTEE CORRESPONDENCE FROM JAY INDYKE LITIGATION TEAM MEETING WITH JENNIFER STEWART, GUSTAVO ORDONEZ, RON SUSSMAN AND JAY INDYKE; PREP FOR SAME WORK PRODUCT RE: AMENDED COMPLAINT CORRESPONDENCE WITH RICHELLE KALNIT RE: DOCUMENT REQUESTS O/C W/SETH VAN AALTEN RE: DOCUMENT RETENTION ISSUES ATTENTION TO DOCUMENT RETENTION ISSUES; P/C/S WITH WEINTRAUB AND MILLER AND INTERNAL CALLS RE: SAME REVIEW OF VARIOUS DOCUMENTS INCLUDING AMENDED COMPLAINT AND SUPPORTING DOCUMENTS IN PREPARATION FOR MEETING (3.4); MEETING WITH ATTORNEY TEAM REGARDING AMENDED COMPLAINT AND VARIOUS CASE MATTERS (2.1) CONFER WITH VAN AALTEN ON ISSUES ON STIP. E-MAIL TO COMMITTEE WITH UPDATE ON STIPULATION ON CONVERSION MOTION AND FILING

2.50 .30

937.50 220.50

.10

56.00

.10 .10 2.80

56.00 56.00 1,568.00

.40 .10 .10 .60

224.00 56.00 56.00 336.00

5.50

2,585.00

.30 .90

228.00 684.00

Page

40

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/23/08

JRI

12/23/08

JRI

12/23/08

GAO

12/24/08 12/24/08

R K N S

12/24/08

JRI

12/26/08 12/29/08

R K RRS

12/29/08

N S

12/29/08 12/29/08

N S N S

12/29/08

N S

OF AMENDED COMPLAINT. REVIEW FURTHER REVISED STIP WITH AMOUNTS FOR WACHOVIA LC RESERVE. MULTIPLE E-MAILS ON FINALIZING STIP ON CONVERSION MOTION. REVIEW/ANNOTATED COMMENTS TO FIRST AMENDED COMPLAINT; MEETING WITH NICK SMITHBERG AND JENNIFER STEWART REGARDING STATUS OF LITIGATION. DRAFT 2004 TRANSACTION DEFENDANT INFORMATION REQUEST ATTENTION TO DOCUMENT RETENTION AND STORAGE; CORRESPONDENCE WITH BILL WEINTRAUB RE: SAME REVIEW E-MAIL FROM BOWDEN ON FILING OF CERTIFICATE OF NO OBJECTION ON STIP FILED BY DEBTOR. DRAFT 2004 TRANSACTION DEFENDANT INFORMATION REQUEST COMPARE AND CONTRAST COMPLAINT ALLEGATIONS; PREPARE FOR DISCOVERY. P/C W/JENNIFER STUART RE: DOCUMENT RETENTION AND STORAGE ISSUES P/C TO RON SUSSMAN RE: AMENDED COMPLAINT ATTENTION TO DOCUMENT RETENTION ISSUES; CORRESPONDENCE WITH BILL WEINTRAUB AND WENDY WALKER RE: SAME CORRESPONDENCE WITH GUSTAVO

.20

152.00

.30

228.00

4.50

2,407.50

2.30 .30

862.50 168.00

.10

76.00

1.00 1.70

375.00 1,249.50

.30

168.00

.10 .30

56.00 168.00

.20

112.00

Page

41

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/29/08

JLS

12/29/08 12/30/08

CRH RRS

12/30/08

S V

12/30/08

S V

12/30/08 12/30/08

N S N S

12/30/08

JLS

ORDONEZ AND JENNIFER STEWART RE: AMENDED COMPLAINT REVIEW OF DOCUMENTS REGARDING 2004 TRANSACTION (3.1); REVIEW OF COMPLAINT REGARDING PLEADINGS ON TRANSACTION HISTORY (0.5) REVIEW AMENDED 2004 TRANSACTION COMPLAINT REVIEW ALL CORRESPONDENCE AND CONFER WITH LITIGATION TEAM RE: DOCUMENT PRESERVATION ISSUES. REVIEWED DOCUMENT PRESENTATION E-MAILS FOR B. WEINTRAUB IN PREPARATION FOR CONFERENCE CALL RE: PRESERVATION ISSUES. CONFERENCE CALL WITH DEBTORS RE: DOCUMENT PRESENTATION AND STORAGE. P/C W/JENNIFER STEWART RE: STORAGE OF ELECTRONIC FILES ATTENTION TO DOCUMENT RETENTION; CORRESPONDENCE WITH BILL WEINTRAUB AND AMANDA RILEY RE: SAME REVIEW OF 2004 TRANSACTION DOCUMENTS (1.0); REVIEW OF OUTLINE OF DOCUMENT PRESERVATION PLAN IN PREPARATION FOR CONFERENCE CALL (0.5); CONFERENCE CALL REGARDING DOCUMENT PRESERVATION PLAN AND NEXT STEPS (1.1); CONFERENCE CALL WITH R. SUSSMAN REGARDING DOCUMENT PRESERVATION ISSUES (0.1); EMAIL DRAFTED TO TEAM

3.60

1,692.00

1.70 1.20

1,156.00 882.00

.70

329.00

.90

423.00

.30 .30

168.00 168.00

3.20

1,504.00

Page

42

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/31/08

RRS

12/31/08

S V

12/31/08

N S

12/31/08

CRH

12/31/08

JRI

12/31/08

JRI

REGARDING DOCUMENT PRESERVATION ACTION (0.5) CORRESPONDENCE AND CONFER WITH LITIGATION TEAMS RE: DOCUMENT PRESERVATION ISSUES AND PROSECUTION STRATEGIES. CORRESPONDENCE WITH R. SUSSMAN RE: DOCUMENT PRESERVATION. ATTENTION TO DOCUMENT RETRIEVAL AND STORAGE; CORRESPONDENCE WITH BILL WEINTRAUB AND JENNIFER STEWART RE: SAME REVIEW AND RESPOND TO EMAILS RE: COURT'S APPROVAL OF STIPULATION SETTLING MOTIONS TO CONVERT, FILING BUDGET UNDER SEAL AND US TRUSTEE'S OBJECTION. E-MAIL EXCHANGES ON UST OBJECTION TO FILING EXHIBIT BUDGET TO STIPULATION UNDER SEAL. INTERNAL E-MAILS RELATIVE TO MEETING ON 2004 TRANSACTION LITIGATION ISSUES.

.60

441.00

.20

94.00

.40

224.00

1.60

1,088.00

.30

228.00

.20

152.00

Task total: MEETINGS 12/02/08 12/09/08 12/11/08 RRS RRS RRS CONFERENCE CALL AMONG PARTIES RE: DOCUMENT PRESERVATION. TEAM MEETING RE: LITIGATION AND SETTLEMENT STRATEGIES. CONFER WITH TEAM RE: DOCUMENT PRESERVATION PROCEDURE.

200.30

116,151.50

.60 1.60 .20

441.00 1,176.00 147.00

Page

43

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/11/08 12/12/08

JRI S V

12/12/08 12/12/08 12/12/08

RRS CRH JRI

12/12/08 12/15/08

JRI RRS

12/18/08

RRS

12/22/08 12/23/08

RRS RRS

12/23/08

JRI

CALL WITH COMMITTEE CO-CHAIRS ON LITIGATION ISSUES. COMMITTEE CONFERENCE CALL RE: 2004 LITIGATION AND OTHER CASE ISSUES. COMMITTEE MEETING TELEPHONICALLY. CALL WITH COMMITTEE. CONFERENCE CALL OF COMMITTEE TO ADDRESS 2004 TRANSACTION ANALYSIS, LITIGATION STRATEGIES AND SETTLEMENT DISCUSSION. CALL WITH DEBTOR, WACHOVIA AND SUN ON STIP ISSUES. MEETING WITH BILL WEINTRAUB AND LITIGATION TEAMS RE: COMPLAINT. MEETINGS WITH TEAM RE: VARIOUS STRATEGIC INITIATIVES IN THE LITIGATION. CONFER RE: U.C.C. AND AMENDED COMPLAINT. MEETING WITH LITIGATION TEAM RE: TRANSACTIONAL ANALYSIS, AMENDED COMPLAINT AND STRATEGIC INITIATIVES. MEETING WITH LITIGATION TEAM ON CASE OVERVIEW.

.70 1.20

532.00 564.00

.70 .90 .80

514.50 612.00 608.00

.40 .40

304.00 294.00

.70

514.50

.30 2.30

220.50 1,690.50

.40

304.00

Task total: PLAN AND DISCLOSURE STATEMENT 12/22/08 12/30/08 JRI JRI REVIEW DEBTOR'S MOTION TO EXTEND EXCLUSIVITY. REVIEW ORDER GRANTING EXCLUSIVITY EXTENSION.

11.20

7,922.00

.20 .10

152.00 76.00

Page

44

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

Task total: RELIEF FROM STAY PROCEEDINGS 12/01/08 JRI REVIEW BA MERCHANT SERVICES MOTION FOR ADEQUATE PROTECTION OR FOR RELIEF FROM STAY. REVIEW MOTION BY CALIFORNIANS FOR DISABILITY RIGHTS FOR RELIEF FROM STAY. REVIEW HUNJIN SHIPPING MOTION FOR RELIEF FROM STAY. REVIEW MAGUIRE MOTION FOR RELIEF FROM STAY. REVIEW ORDERS ENTERED LIFTING STAY RE: EMJ AND HANJIN SHIPPING.

.30

228.00

.20

152.00

12/01/08

JRI

.60

456.00

12/15/08 12/23/08 12/23/08

JRI JRI JRI

.10 .20 .10

76.00 152.00 76.00

Task total: TRAVEL 12/17/08 12/17/08 12/23/08 N S N S S V TRAVEL NYC TO WILMINGTON FOR HEARING (BILLED AT 1/2 RATE) TRAVEL WILMINGTON TO NYC (BILLED AT HALF RATE) TRAVEL TO WILMINGTON, DE AND BACK FOR LEASE AUCTION HEARING (BILLED AT HALF TIME). TRAVEL TO AND FROM NYC FROM BOSTON FOR MEETING

1.20

912.00

1.60 1.60 1.60

896.00 896.00 752.00

12/23/08

JLS

3.20

1,504.00

Task total:

8.00

4,048.00

Page

45

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

LEASES AND EXECUTORY CONTRACTS 12/03/08 S V REVIEWED INLAND WESTERN'S MOTION TO COMPEL DEBTOR TO COMPLY WITH POSTPETITION OBLIGATIONS. REVIEW E-MAILS ON OFFER FROM HILLSDALE LANDLORD TO ACQUIRE LEASE. REVIEWED DEBTORS MOTION TO REJECT INLAND LEASE. REVIEW ENTERED ORDER ON LEASE AUCTION. REVIEW FOREVER 21 PROPOSAL ON LEASES. CORRESPONDENCE WITH N. HERMAN AND D. BRANCH RE: MACERICH LEASE COPYING. REVIEW LEASE BIDS AND PARTICIPATE IN PRE-AUCTION PLANNING. REVIEW BIDS AND PARTICIPATE IN AUCTION OF LEASES. REVIEWED LETTER FROM LUPERT ADLER RE: LEASE MOTION. RESPOND TO NUMEROUS INQUIRIES FROM CREDITORS AND LANDLORDS RE: ASSIGNMENT OF LEASES (1.9); REVIEW AND RESPOND TO DRAFT AGREEMENTS SENT BY DEBTORS AND F21, KOHLS AND LUPER ADLER (2.7). REVIEW FOREVER 21 REVISED BID ON REAL ESTATE. CONFER WITH HRE RE: MONTEREY. REVIEW E-MAIL FROM VAN AALTEN ON CANCELLATION OF LEASE .30 141.00

12/04/08

JRI

.10

76.00

12/05/08 12/08/08 12/08/08 12/09/08

S V JRI JRI S V

.60 .10 .10 .20

282.00 76.00 76.00 94.00

12/09/08

CRH

3.90

2,652.00

12/10/08 12/11/08 12/11/08

CRH S V CRH

6.90 .30 4.60

4,692.00 141.00 3,128.00

12/14/08 12/15/08 12/15/08

JRI CRH JRI

.20 .40 .10

152.00 272.00 76.00

Page

46

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/16/08 12/18/08

JRI CRH

12/19/08 12/19/08

S V CRH

12/19/08

CRH

12/19/08

CRH

12/19/08

CRH

12/19/08

JRI

12/21/08

CRH

AUCTION. REVIEW NOTICE OF POSTPONEMENT OF AUCTION ON LEASES. CONFER WITH HERMAN AND KAHN RE: PROBLEMS WITH MONTEREY, F21 AND KOHLS AND SUGGEST STRATEGIES FOR RESOLVING. REVIEWED PROPOSAL FROM INLAND LEASE REPAIRS. CONFER WITH HERMAN AND KAHN RE: RENEGOTIATIONS FROM F21 AND MERVYN'S (.7) AND FOLLOW UP WITH SCHEPP, GC FROM KOHL'S (.9) AND FOLLOW UP WITH HERMAN AND KAHN RE: SAME (.3). CONFER WITH DEBTORS, KOHLS, F21 AND LANDLORDS RE: ASSIGNMENT OF LEASES. CONFER WITH KOHL'S GC, SCHEPP, AND GET TRANSACTION BACK ON TRACK WITH AS FEW MODIFICATIONS AS POSSIBLE (.7); REVIEW CORRESPONDENCE FROM SCHEPP CONFIRMING SLIGHTLY REVISED POSITIONS (.4) AND FOLLOW UP WITH HERMAN AND KAHN RE: SAME (.6). CONFER WITH DEBTORS RE: SETTLEMENT OF INLAND MOTION TO COMPEL. REVIEW LETTER FROM BRANCH RE: ISSUES ON PAYMENT OF POST-PETITION RENT TO LANDLORDS. CONFER WITH HERMAN RE: MONTEREY (.4) AND KOHL'S (.3).

.10 .90

76.00 612.00

.30 1.90

141.00 1,292.00

.90

612.00

1.70

1,156.00

.40

272.00

.10

76.00

.70

476.00

Page

47

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/22/08

S V

12/22/08

CRH

12/22/08

CRH

12/22/08 12/23/08 12/23/08

JRI JRI JRI

12/24/08 12/24/08

S V S V

12/24/08

JRI

12/24/08 12/24/08

JRI JRI

12/26/08

JRI

12/26/08

JRI

REVIEWED LEASE EXTENSION AGREEMENT FOR DISTRIBUTION CENTERS, CORRESPONDENCE WITH D. ROBSON RE: SAME. REVIEW DRAFT ORDERS APPROVING SALES OF LEASES TO F21 AND KOHL'S AND DISCUSS SAME WITH DEBTORS, ASSIGNEES AND LANDLORDS. REVIEW HERMAN'S OUTLINE FOR HEARING TO APPROVE F21 AND KOHL'S DEALS (.4) AND FOLLOW UP WITH HERMAN (.2) AND VAN AALTEN (.2) RE: SAME. REVIEW E-MAILS ON DEAL FOR ODESSA LEASE. REVIEW E-MAILS FROM HERMAN RE: LEASE DISPOSITION ISSUES. REVIEW DEBTOR'S MOTION FOR AUCTION AND BID PROCEDURES ON REAL ESTATE. REVIEWED HUNTINGTON BANK'S LEASE REJECTION OBJECTION. REVIEWED FIFTH THIRD'S OBJECTION TO LEASE REJECTION NOTICE. REVIEW INTERNAL MEMO FROM KALNIT RE: CALL BETWEEN DEBTOR AND INLAND RE: FF&E REMOVAL. REVIEW STATUS REPORT FROM HILCO RE: BIDDING ON LEASES. REVIEW FOREVER 21 WITHDRAWAL OF LEASE DESIGNATION RIGHTS BID. REVIEW LIMITED OBJECTION OF TOGAMA PARTNERS TO BID PROCEDURES ON LEASES. REVIEW LIMITED OBJECTION OF

.70

329.00

1.40

952.00

.80

544.00

.10 .20 .40

76.00 152.00 304.00

.20 .20

94.00 94.00

.10

76.00

.10 .10

76.00 76.00

.10

76.00

.10

76.00

Page

48

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/26/08

JRI

12/26/08

JRI

12/26/08

JRI

12/26/08

JRI

12/26/08 12/26/08

JRI JRI

12/26/08

JRI

12/26/08

JRI

12/26/08

JRI

12/26/08

JRI

12/26/08

JRI

12/26/08

JRI

12/26/08

JRI

SAFEWAY TO BID PROCEDURES ON LEASES. REVIEW LIMITED OBJECTION OF MACERICH TO BID PROCEDURES ON REAL ESTATE LEASES. REVIEW INLAND JOINDER IN OBJECTION TO LEASE AUCTION PROCESS. REVIEW LIMITED OBJECTION OF MACERICH TO REJECTION OF LEASE. REVIEW LIMITED OBJECTION OF MDS TO BID PROCEDURES FOR LEASES. REVIEW UST OBJECTION TO BID PROCEDURES ON LEASES. REVIEW JOINDER OF SUN VALLEY TO OBJECTION ON BID PROCEDURES ON LEASES. REVIEW STAMFORD JONES OBJECTION TO BID PROCEDURES ON LEASES. REVIEW FIFTH 3RD LEASING OBJECTION TO BID PROCEDURES FOR LEASES. REVIEW GGP LIMITED OBJECTION TO MOTION TO SET BID PROCEDURES ON LEASES. REVIEW IRVINE OBJECTION TO MOTION TO SET PROCEDURE TO SELL LEASES. REVIEW LIMITED OBJECTION OF NORTH 3 HOLDINGS TO HEARING ON LEASE AUCTION PROCEDURES. REVIEW KEY EQUIPMENT LIMITED OBJECTION TO NOTICE OF REJECTION OF LEASE. REVIEW E-MAIL FROM KALNIT TO COMMITTEE RE: UPDATE ON REAL

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.10 .10

76.00 76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

Page

49

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/29/08 12/29/08

CRH JRI

12/29/08

JRI

12/29/08

JRI

12/29/08

JRI

12/29/08

JRI

12/30/08

CRH

12/30/08 12/30/08

JRI JRI

12/30/08

JRI

12/30/08 12/30/08 12/31/08

JRI S V CRH

ESTATE BIDS. CONFER WITH DEBTORS RE: DDR DRAW ON LOC. REVIEW JAMES CAMPBELL OBJECTION TO REAL ESTATE PROCEDURES. REVIEW LIMITED OBJECTION OF LA SALLE TO BID PROCEDURES ON LEASES. REVIEW KEY EQUIPMENT SUPPLEMENTAL LIMITED OBJECTION TO AMENDED NOTICE OF REJECTION OF LEASE. REVIEW EMJ LIMITED OBJECTION TO AUCTION PROCEDURES ON LEASES. REVIEW LIMITED OBJECTION OF BELLA TERRA TO REAL ESTATE BID PROCEDURES. CONFER WITH ML, F21, KOHLS AND LANDLORDS RE: ISSUES SURROUNDING CLOSING OF ASSIGNMENT OF LEASES AND RENEGOTIATION OF VARIOUS TERMS (1.9). REVIEW ORDER ENTERED ON REAL ESTATE BID PROCEDURES. REVIEW LIMITED OBJECTION OF HUNTINGTON NATIONAL BANK TO REJECTION OF LEASES. REVIEW FIFTH THIRD LIMITED OBJECTION TO LEASE REJECTIONS. REVIEW PALM DUNDEE OBJECTION TO LEASE REJECTION NOTICE. REVIEWED DDR DRAW LETTER AND N. HERMAN'S E-MAIL COMMENTS CALLS AND EMAILS WITH DEBTORS, F21 AND LLS RE: F21

.40 .10

272.00 76.00

.10

76.00

.10

76.00

.10

76.00

.10

76.00

1.90

1,292.00

.10 .10

76.00 76.00

.10

76.00

.10 .20 2.50

76.00 94.00 1,700.00

Page

50

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/31/08 12/31/08

JRI JRI

CLOSING ISSUES (.9); ADDITIONAL CALLS AND EMAILS WITH HERMAN AND LEANSE RE: COTTONWOOD AND F21'S REFUSAL TO CLOSE (.4); TCS AND EMAILS WITH DEBTORS AND FOLLOW UP WITH KOHL'S RE: CLOSING ISSUES (.6); REVIEW REVISED CLOSING DOCUMENTS (.6). REVIEW REVISED ENTERED ORDER ON LEASE PROCEDURES. REVIEW INLAND MOTION TO COMPEL DEBTOR TO COMPLY WITH POST-PETITION RENT OBLIGATIONS.

.10 .10

76.00 76.00

Task total: PREPARATION FOR AND ATTENDANCE AT COURT HEARINGS 12/02/08 12/02/08 12/04/08 JRI JRI CRH REVIEW MINUTE ENTRY FOR 10/23 HEARING. REVIEW NOTICE OF AGENDA FOR COURT HEARING. PREPARE FOR AND ATTEND SETTLEMENT CONFERENCE ON JEWELRY DISPUTE FROM GOB 1. REVIEW NOTICE OF AGENDA FOR COURT HEARING. REVIEWED AGENDA FOR 12/17 HEARING. CONFER TO DOCUMENT DESTRUCTION POLICY AND MOTION. E-MAIL EXCHANGE WITH VAN AALTEN RE: COVERAGE FOR 12/23 HEARING. REVIEW NOTICE OF AGENDA FOR

36.70

24,678.00

.10 .10 3.70

76.00 76.00 2,516.00

12/10/08 12/15/08 12/17/08

JRI S V RRS

.10 .10 .40

76.00 47.00 294.00

12/22/08

JRI

.10

76.00

12/22/08

JRI

.10

76.00

Page

51

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

12/23/08

S V

12/23/08 12/23/08 12/23/08

S V S V JRI

12/26/08 12/29/08 12/30/08 12/30/08

JRI JRI S V CRH

12/30/08 12/31/08

JRI JRI

COURT HEARING. PREPARED FOR 12/23 HEARING RE: SETTLEMENT STIPULATION AND LEASE AUCTION. CONTINUED PREPARATION FOR 12/23/ HEARING. ATTENDED LEASE AUCTION HEARING FOR COMMITTEE. E-MAIL EXCHANGES WITH VAN AALTEN ON COURT HEARING AND JUDGE'S REVIEW OF STIP. REVIEW NOTICE OF AGENDA FOR COURT HEARING. REVIEW AMENDED AGENDA FOR COURT HEARING. TELEPHONIC COURT HEARING RE: DDR LC DRAW. REVIEW EMAILS AND OTHER CORRESPONDENCE RE: DDR DRAW ON LC FOR LEASE BEING ASSIGNED TO F21 AND X DEFAULT ISSUES (.9) AND CONFERENCE WITH J. GROSS RE: SAME (.4). REVIEW ORDER RESCHEDULING OMNIBUS HEARING DATE. REVIEW ENTERED ORDER SCHEDULING OMNIBUS HEARING DATES IN 2009.

1.30

611.00

.70 3.10 .20

329.00 1,457.00 152.00

.10 .10 .60 1.30

76.00 76.00 282.00 884.00

.10 .10

76.00 76.00

Task total:

12.30 TOTAL FEES:

7,256.00 $224,322.50

Attorney Summary: __________________ Attorney/Paralegal ALS SANTIAGO, ANDREA L GAO ORDONEZ, GUSTAVO A R K KALNIT, RICHELLE ____ Type Paralegal Associate Associate ____ Rate 210 535 375 _____ Hours 1.00 40.80 16.20 ___ Fee 210.00 21,828.00 6,075.00

Page

52

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

JLS JRI RRS CRH R G N S S V

STEWART, JENNIFER L INDYKE, JAY R. SUSSMAN, RONALD R. HERSHCOPF, CATHY RAE GOLDSTEIN, REBECCA SMITHBERG, NICHOLAS VAN AALTEN, SETH

Associate Partner Partner Partner Paralegal Associate Associate

470 760 735 680 215 560 470

18.50 42.70 41.50 54.00 .20 77.30 94.70

8,695.00 32,452.00 30,502.50 36,720.00 43.00 43,288.00 44,509.00

For costs and disbursements recorded through December 31, 2008:

AIR FARE AMTRAK TRAIN FARE TO WILMINGTON, DE ATTEND MERVYN'S HEARING 11/25 AIR FARE AMTRAK TRAIN FARE TO DE - COURT HEARING 12/17 HOTELS AND MEALS (MEALS) VAN AALTEN, SETH MEALS WHILE IN WILMINGTON, DE - ATTEND MERVYN'S HEARING 11/25 HOTELS AND MEALS (MEALS) SMITHBERG, NICHOLAS MEALS WHILE IN DE - COURT HEARING 12/17 PARKING AND TAXI VAN AALTEN, SETH TAXI FARE WHILE IN WILMINGTON, DE - ATTEND MERVYN'S HEARING 11/25 AUDIO/VIDEO CONFERENCING SERVICES FEDERAL EXPRESS MEALS

268.00

238.00

53.45

8.00

10.00

85.07 103.38 491.95

Page

53

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

TAXI TELEPHONE TRANSPORTATION DOCUMENT PREPARATION REPRODUCTION OF DOCUMENTS

13.00 103.48 610.76 39.93 407.80 TOTAL COSTS: TOTAL: $2,432.82 $226,755.32

Bills are due and payable upon receipt but no later than 30 days from the bill date. Any unpaid balance after 30 days will accrue a late charge of .67% per month.

January 20, 2009

CHARLES R. KURTH CHIEF FINANCIAL OFFICER MERVYN'S CREDITORS COMMITTEE MERVYN'S HOLDINGS, LLC 22301 FOOTHILL BLVD. HAYWARD CA 95541

___________ Bill Number ___________ 20090107188 01 CL

60072 60072

R E M I T T A N C E

A D V I C E

For services rendered, and cost and disbursements detailed in the current bill: _____________ Client-Matter 310411201 MERVYN'S HOLDINGS, LLC ____ Fees 224322.50 _____ Costs 2432.82 _______ Balance 226,755.32 $226,755.32

TOTAL CURRENT FEES AND COSTS:

Recapitulation of Past Due Amounts as of January 20, 2009 Late ______ Charge 3846.87 3879.79 539.29 .00 Total _______ Balance 84,718.27 99,122.79 81,030.99 185,453.46 $677,080.83

___________ Bill Number 200809-07897 200810-07735 200811-07614 200812-06502

_________ Bill Date 9/30/2008 10/28/2008 11/19/2008 12/12/2008

_______ Balance 80871.40 95243.00 80491.70 185453.46

TOTAL CURRENT AND PAST DUE:

Page

55

MERVYN'S HOLDINGS, LLC 310411201 200901-07188 60072

Please include this Remittance Advice with your payment to: Cooley Godward Kronish LLP 101 California St., 5th Fl San Francisco, CA 94111-5800 Tax ID # 94-1140085 Payment may be made by wire transfer: Bank of America - Main Branch - San Francisco, CA 94104 Account # 14997-50919 ABA Routing # 026009593 Swift # BOFAUS3N Reference: Provide Name of Payor and Bill Number(s)

EXHIBIT B