Docket #4821 Date Filed: 4/19/2010

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re: MERVYN'S HOLDINGS, LLC, et aI., l Debtors. ) Chapter 11
)
)

Case No. 08-11586 (KG)

) Jointly Administered

ORDER APPROVING STIPULATION BETWEEN DEBTORS AND SPARKS RESOLVING THE CLAIM OF SPARKS (CLAIM NO. 6560) AND NOW, upon consideration of the Stipulation Between Debtors and Sparks Resolving the Claim ofSparks (Claim No. 6560) (the "Stipulation"), attached hereto as Exhibit 1, and good cause appearing for the approval thereof, it is hereby: ORDERED, that the Stipulation is APPROVED; and it is further ORDERED, the Court shall retain jurisdiction over the implementation and enforcement ofthe Stipulation and this Order.

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

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EXHIBIT 1
Stipulation

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IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
In re: MERVYN'S HOLDINGS, LLC, et al.,t Debtors. )
)

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

)
)

STIPULATION BETWEEN DEBTORS AND SPARKS RESOLVING THE CLAIM OF SPARKS (CLAIM NO. 6560) Sparks Center Associates ("Sparks") and the above-captioned debtors and debtors in possession (the "Debtors") hereby stipulate as follows: RECITALS
A.

Sparks, as Landlord, and Mervyn's LLC (a Debtor), as Tenant, are parties to that

certain lease of non-residential real property concerning a portion of a shopping center development (formerly Mervyn's store no. 29) commonly known as Silver State Plaza, located in Sparks, NV (the "Sparks Lease"). B. On July 29, 2008, each of the Debtors filed a voluntary petition for relief under

Chapter 11 of title 11 of the United States Code II U.S.C. 101 et seq. (the "Bankruptcy Code"). The Debtors continue to operate their business and manage their properties as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. C. On November 20, 2008, the Debtors noticed the rejection of certain of its leases

(and the abandonment of any personal property at such premises), including the Sparks Lease, effective November 30, 2008 (the "Rejection") [Dkt. Entry No. 998]. The Bankruptcy Court approved the Rejection on March 26, 2009 [Dkt. Entry No. 3179].

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

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D.

On or about February 16, 2009, Sparks filed a proof of claim (claim no. 6560)

(the "Filed Claim") expenses in the amount of $187,644.54 as an administrative expense, for sums due and owing under the Lease. E. On February 19, 2010, the Debtors filed the Twenty Second Omnibus Objection

(Substantive) to Certain Overstated Claims and Motion to Reduce or Expunge Claims (the "Twenty-Second Objection") seeking to, among other things, reduce the Filed Claim. Thereafter, Sparks filed its objection in response to the Debtors' Twenty-Second Objection. F. The Debtors and Sparks have since reached an agreement as to the treatment of

the Filed Claim. G. The Debtors and Sparks HEREBY STIPULATE AND AGREE as follows:
AGREEMENT

1. 2.

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. 3. On account of the Filed Claim, Sparks will be allowed a (i) general unsecured

claim against Mervyn's LLC in the amount of $57,591.64 (the "Allowed General Unsecured Claim"), and (ii) administrative expense claim against Mervyn's LLC in the amount of $130,052.90 (the "Allowed Administrative Expense Claim," and together with the Allowed General Unsecured Claim, the "Allowed Claim"). 4. Payment of the Allowed Claim shall be made in such time and manner
In

accordance with the terms of the chapter 11 plan ultimately confirmed in these chapter 11 cases. 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

2
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chapter 11 plan confirmed in these cases; (ii) any chapter 11 trustee appointed in these cases and/or (iii) any chapter 7 trustee appointed or elected in these cases. Dated: April ~ 2010 DEBTORS: Mervyn' s LLC

LANDLORD:

Sparks Center Associates

By: MORGAN, LEWIS & BOCKIUS LLP

00--

Counsel to the Debtors and Debtors in Possession

Counsel to Landlord Sparks Center Associates

DB 1/64690340.1