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

,1 Debtors. ------------------------------------------------------------- X SUMMARY OF THIRD INTERIM APPLICATION OF COOLEY GODWARD KRONISH LLP, COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM APRIL 1, 2009 THROUGH JULY 31, 2009 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 Objection Deadline: September 8, 2009 at 4:00 p.m. TBD

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): __ Monthly X Interim

April 1, 2009 through July 31, 2009

$1,572,624.00

N/A

$108,108.64 __ Final Fee Application

The total time expended for fee application preparation is approximately 1 hour and the corresponding compensation requested is $435.

1 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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0811586090817000000000010

This is Cooley Godward Kronish LLPs third interim fee application in this case. The following table summarizes Cooley Godward Kronish LLPs monthly requests for compensation and reimbursement of expenses that comprise this interim period:
Monthly Fee Application Period 4/1/09 through 4/30/09 Total Fees Requested Total Expenses Requested $19,054.14 CNO Filing Date Amount of Fees Paid or to be Paid (80%) $374,502.80 (80%) Amount of Expenses Paid or to be Paid (100%) $19,054.14 Amount of Holdback Fees Sought (20%) $93,625.70

$468,128.50

6/12/09 (Dkt. No. 3513) 7/8/09 (Dkt. No. 3745) 8/12/09 (Dkt. No. 3891) --

5/1/09 through 5/31/09

$438,972.50

$36,172.44

$351,178.00 (80%)

$36,172.44

$87,794.50

6/1/09 through 6/30/09

$445,265.00

$37,521.81

$356,212.00 (80%)

$37,521.81

$89,053.00

7/1/09 through 7/31/09 TOTAL

$220,258.00

$15,360.25

$176,206.40 (80%) $1,258,099.20

$15,360.25

$44,051.60

$1,572,624.00

$108,108.64

$108,108.64

$314,524.80

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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 THIRD INTERIM APPLICATION OF COOLEY GODWARD KRONISH LLP, COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM APRIL 1, 2009 THROUGH JULY 31, 2009 TO THE HONORABLE KEVIN GROSS, UNITED STATES BANKRUPTCY JUDGE: Cooley Godward Kronish LLP (Applicant), 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, hereby submits its third interim fee application (the Application) for allowance of compensation and reimbursement of expenses pursuant to 330 and 331 of chapter 11 of title 11 of the United Stated Code (the Bankruptcy Code) for legal services provided on behalf of the Committee during the period commencing April 1, 2009 through July 31, 2009 (the Application Period). In support thereof, Applicant respectfully represents as follows: RELIEF REQUESTED 1. By this Application, Applicant seeks interim approval and allowance of its Chapter 11 Case No.: 08-11586 (KG)
Hearing Date: TBD Objection Deadline: TBD

compensation for legal services rendered and reimbursement of expenses incurred during the
1 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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Application Period, including authorization for the Debtors to pay the 20% holdback of fees as required under the 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. Applicant has filed and served monthly fee applications for the months of April

2009 through July 2009 (collectively, the Monthly Fee Applications). Each of the Monthly Fee Applications is incorporated by reference as if fully set forth herein.2 3. A summary of the hours spent, the names of each professional and

paraprofessional rendering services to the Committee during the Application Period, the regular customary billing rates and the total value of time incurred by each of the Applicant attorneys rendering services to the Committee is attached as the cover sheet to each of the Monthly Fee Applications. A copy of the computer generated time entries reflecting the time recorded for these services, organized in project billing categories in accordance with the United States Trustees Guidelines For Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 (the Guidelines), is attached to each of the Monthly Fee Applications as Exhibit A. A statement of expenses incurred by Applicant during the

Application Period is attached to each of the Monthly Fee Applications as part of the cover sheet. All time entries and requested expenses are in compliance with Rule No. 2016-2 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules).3

Copies of the Monthly Fee Applications may be obtained by written request to the undersigned counsel.
3

Applicant has also attempted to ensure that this Application complies with the Guidelines. To the extent that the Guidelines conflict with Local Rules, in particular, Local Rule 2016-2, Applicant has chosen to comply with such Local Rule. Applicant will supplement this Application with additional detail or information upon request.
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COMPENSATION REQUESTED 4. Applicant seeks interim allowance of fees in the amount of $1,572,624.00 for

legal services rendered on behalf of the Committee during the Application Period. In addition, Applicant requests that the Debtors be authorized to pay $108,108.64 in fees representing the twenty percent (20%) holdback under the Interim Compensation Order. EXPENSES 5. Annexed as part of the cover sheet to the Monthly Fee Applications is a list of the

necessary and actual disbursements incurred during the Application Period in connection with the work performed by Applicant during the Application Period. The list is derived from the information found at the end of the Case Administration project category in Exhibit A to each the Monthly Fee Applications. These records indicate that Applicant has advanced and will have advanced, during the Application Period, the sum of $108,108.64 in necessary and actual out-ofpocket expenses. In connection with said 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 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. NOTICE, PRIOR APPLICATION AND CERTIFICATION 6. Pursuant to the Interim Compensation Order, notice of this Application has been

provided to (i) the Debtors, 6200 Stoneridge Mall Road, 3rd Floor, Pleasanton, California 94588, Attn.: David Robson; (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
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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 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. 7. other court. 8. 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 entry of an order (i) granting an interim allowance of compensation for Applicants duly authorized, necessary and valuable service to the Committee during the Application Period in the aggregate amount of $1,572,624.00 and reimbursement for actual and necessary expenses incurred during the Application Period in connection with the aforesaid services in the aggregate amount of $108,108.64, and (ii) directing the Debtors to pay to Applicant $314,524.80, representing the twenty percent (20%) holdback under the Interim Compensation Order. Dated: August 17, 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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