Docket #5554 Date Filed: 1/5/2011

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------- X In re: Chapter 11 MERVYNS HOLDINGS, LLC, et al., Debtors. Case No.: 08-11586 (KG) ------------------------------------------------------------- X SUPPLEMENTAL DECLARATION AND DISCLOSURE OF JAY R. INDYKE ON BEHALF OF COOLEY LLP I, Jay R. Indyke, hereby declare under penalty of perjury that the following is true and correct to the best of my knowledge, information and belief: 1. I am an attorney at law and member of the firm Cooley LLP (Cooley), lead
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Jointly Administered

counsel to the Official Committee of Unsecured Creditors (the Committee) appointed in these cases by the Office of the United States Trustee for the District of Delaware on August 7, 2008. I make this Supplemental Declaration pursuant to sections 327(a) and 1103 of the Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure. Except as otherwise noted herein, the facts set forth in this Supplemental Declaration are personally known to me. 2. On July 29, 2008 (the Petition Date), Mervyns Holdings, LLC and its affiliated

debtors and debtors-in-possession (collectively, Mervyns or 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. Pursuant to sections 1107 and 1108 of the Bankruptcy Code,

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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the Debtors continue to manage their assets as debtors-in-possession. No trustee or examiner has been appointed in these cases. 3. On September 2, 2008, the Committee filed the 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) (the Application), as to which there was no objection. In support of the Application, the Committee submitted the Affidavit of Jay R. Indyke of Cooley Godward Kronish LLP (the Affidavit) pursuant to sections 327 and 1103 of the Bankruptcy Code and Rule 2014 of the Federal Rules of Bankruptcy Procedure. The Court entered an Order approving the Application on September 24, 2008 (Doc. No. 513). 4. On September 2, 2008, Mervyns LLC commenced an adversary proceeding in

the Court against various defendants, including Archon Financial LP (together with any and all affiliates, Archon), Goldman Sachs Commercial Mortgage Capital, L.P. and Goldman Sachs Mortgage Company (collectively and together with any and all affiliates, Goldman Sachs), seeking to avoid certain transfers and recover certain assets alleged to have been fraudulently transferred out of Mervyns in connection with Target Corporations sale of Mervyns to a group of private equity investors in 2004 (the 2004 Transaction Litigation) (Adv. Pro. No. 08-51402 (KG)).2 5. The Committee is prosecuting the 2004 Transaction Litigation on behalf of the

Debtors estates pursuant to standing granted to the Committee by Order of the Court entered December 30, 2008 (Doc. No. 1330) (as amended and modified by Order entered March 26, 2009 (Doc. No. 3175)). Cooley, as lead counsel to the Committee, represents Plaintiffs in the 2004 Transaction Litigation.
The adversary proceeding complaint was subsequently amended to, among other things, include Mervyns Holdings, LLC and Mervyns Brands, LLC as additional plaintiffs.
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6.

I submit this Supplemental Disclosure to disclose that members of the Cooley

firm have been invited to participate, and may in fact participate, in an investment in the purchase of a loan portfolio consisting of certain construction and commercial real estate loans (the Investment) wherein upon information and belief, Goldman Sachs is a co-investor and Archon is a service provider. 7. The Investment does not concern or relate to Mervyns, the administration of Participation in the

these estates or the prosecution of the 2004 Transaction Litigation.

Investment by any member of Cooley does not constitute a conflict of interest with the firms representation of the Committee in these chapter 11 cases or of Plaintiffs in the 2004 Transaction Litigation. 8. Neither Cooley nor any member of the firm holds or represents an interest adverse

to the Debtors estates as required by sections 327(a) and 1103 of the Bankruptcy Code. Cooley and each of its members are disinterested persons, as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code, in that: (a) Cooley has no connection with the Debtors, their creditors, the U.S. Trustee or any other party with an actual or potential interest in these chapter 11 cases except as set forth in the Affidavit and this Supplement Declaration; (b) Cooley is not a creditor, equity security holder or insider of the Debtors; (c) No member of Cooley is or was within two years of the Petition Date, a director, officer or employee of the Debtors; and (d) Cooley neither holds nor represents an interest adverse to the Debtors estates by reason of any direct or indirect relationship to, connection with or interest in the Debtors, or for any other reason.

[signature on following page]

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Dated: January 5, 2011 New York, New York By: /s/ Jay R. Indyke Jay R. Indyke COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Tel: (212) 479-6000 Fax: (212) 479-6275

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