Docket #4568 Date Filed: 2/4/2010

IN THE UNITED STATES BAIIKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:
MERVYN'S HOLDINGS, LLC,9!
Debtors.

)
4,t )
)

Chapter

11

Case No. 08-11586

(KG)

Jointly Administered
Related to Docket No. 1737

ORDER APPROVING STIPULATION FOR ALLOWANCE AI\D PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM OF LIQUIDITY SOLUTIONS, INC. ORANSFEREE OF STEVE MADDEN. LTD.)

AND NOW, upon consideration of the Stipulation attached hereto

cause appearing for the approval thereof,

as

Exhibit A, and good

it is hereby:

ORDERED, that the Stipulation is APPROVED; and it is further ORDERED, the Court shall retain jwisdiction over the implementation and enforcement

of the Stipulation and this Order.

Dated:@zorc
Wilmington, Delaware LE

t The Debtors in these cases, along with the last four digits of their federal tax identification mrmbers, Mervyn's Holdings, LLC (3405), Mervyn's LLC (4456) and Mervyn's Brands, LLC (8850).
DBI/63709109.3

are

RLFI 3534933v.1

0q/v*"$ '2 0811586100204000000000007

EXHIBIT A

DBI/63709109.3

RLFI 3534933v.1

IN THE TJMTED STATES BAI\KRUPTCY COURT FOR THE DISTRICT OF DELAWARE In

re: Debtors.

)
)

ChaPter

11

MERVYN'S HOLDINGS, LLC, et g!,r

)
)

Case No. 08-11586

(KG)

)
)

JointlY Administered
Related to Docket No. 1737

STIPULATION FOR ALLOWAI\CE AI\D PAYMENT OF ADMINISTRATIVE EXPENSE CLArM OF LIQUTDTTY SOLUTIONS,INC. ffRANSFEREE OF STEVE MADDEN. LTD.)

Liquidity Solutions, Inc. ("Liquidity''), as transferee of Steve Madden, Ltd. ("Steve

Madden"), and the above-captioned debtors and debtors in possession (the "Debtors") hereby
stipulate as follows:

RECITALS

A. B.

On or after July 29, 2008 (the "Petition Date"), Steve Madden provided the

Debtors with goods which Steve Madden asserts have a value of 5L90,754.25.

On or about January 8, 2009, Steve Madden filed a motion for payment of

administrative expenses seeking, Ermong other things, payment of such amount (the "Motion") [Docket No. 1737].

C. D.
of
$ I 90,75

On or about January g, 2009, Steve Madden timely frled a proof of claim (Claim

No. 5122) seeking, among other things, payment of such amount (the "Claim").
On or about October 15,2009, Steve Madden transferred the Claim in the amount

4.25 to Liquidity [Docket No. 4128]. The Debtors and Liquidity HEREBY STIPULATE AND AGREE as follows:

E.

AGREEMENT
t Th" Debtors in these cases, along with the last four digits of their federal tax identification numbers, are Mervyn's Holdings, LLC (3405), Mervyn',s LLC (4456) and Mervyn's Brands, LLC (8850).
DBl/63869266.1

RLFI 3534933v.1

1. 2. 3.

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

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

and effect unless and

until approved by the Bankruptcy Court.

Steve

In ful| resolution of the Claim and the Motion, Liquidity (as transferee of

Madden) shall be allowed an administrative expense claim against Mervyn's LLC pursuant to 1l

U.S.C. $$ 503(bxl) and 507(a)(2) in the amount of $186,166.80 (the "Allowed Administrative
Expense Claim"), which Allowed Administrative Expense Claim shall not be subject to further

reduction, offset, setoff, reclassification or disallowance pursuant

otherwise.

to 11 U.S.C' $ 502(d)

or

4.

Payment of the Allowed Administrative Expense Claim shall be paid as follows:

(i) in the event that, prior to confirmation of any chapter l1 plan, the Debtors make payments to
any creditors on account of any administrative expenses pursuant

to

11 U.S.C. $ 503(bxl)

arising from goods delivered on or after the Petition Date, Liquidity shall be entitled to receive

payment on similar terms on account

of the Allowed

Administrative Expense Claim at

Liquidity's option or (ii) in the event that, prior to confirmation of any chapter 11 plan, the
Debtors do not make payments to any creditors on account of administrative expenses pursuant

to I I U.S.C. $ 503(bX1) arising from

accordance

goods delivered to the Debtors, or in the event that in

payment,

with clause (i) of this paragraph Liquidity declines to receive earlier

Liquidity shall be entitled to payment on account of the Allowed Adminishative Expense Claim

in accordance with the terms of the chapter 11 plan ultimately confirmed in these chapter 1l
cases and on the effective date

of such plan.

5.

This Stipulation shall be binding upon (i) any liquidating trustee; plan

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

DBr163869266.1 RLF1 3534933v.1

chapter

1l plan confirmed in these

cases;

(ii) any chapter 1l trustee appointed in these cases

and/or (iii) any chapter 7 trustee appointed or elected in these cases' Dated: 2010

Norman P..Sdhoenfeld
ranceschi (N6.2732) M. Samis (No.4909) L. Katherine Good (No. 5101) RICHARDS, LAYTON & FINGE& P.A.
One Rodney Square 920 Norttr King Street

4fsolutions, Inc.,

as transferee

of

One University Plaza, Suite 312 Hackensack, NJ 07601

Wilmington, Delaware 1 9801 Telephone: (302) 651-77 00 Facsimile: (302) 651-7701 Email: collins@rlf.com defranceschi@rlf.com samis@rlf.com good@rlf.com
and

Telephone: (201) 968-0001 x126 Facsimile: (201) 968-001 0 Email: nschoenfeld@liquiditysolutions. com Counsel to Liquidity Solutions, Inc.

Howard S. Beltzer Wendy S. Walker MORdAN, LEWIS & BOCKIUS LLP 101 Park Avenue New York, New York 10178-0060 Telephone: Qlz) 309-6000 Facsimile: Qlz) 309-6001 Email: hbeltzer@morganlewis'com wwalker@morganlewis'com
Attorneys the Debtors and Debtors in Possession

for

DBI/63869266.1