Docket #4275 Date Filed: 11/19/2009

IN THE I]MTED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: MERVYN'S HOLDINGS, LLC,9! al.,t
Debtors.

)
)
)

Chapter

11

)
)

Case No. 08-11586

(KG)

Jointly Administered

ORDER APPROVING STIPULATION FOR ALLOWAI\CE Ai\D PAYMENT OF CLAIMS OF SAE-A TRADING CO.. LTD.

AND NOW, upon consideration of the foregoing Stipulation2 attached hereto as Exhibit A, and good cause appearing for the approval thereof, it is hereby:
ORDERED, that the Stipulation is APPROVED; and it is turther ORDERED, the Court shall retain jurisdiction over the implementation and enforcement of the Stipulation and this Order.

ou"ofu,2oos
Wilmington, Delaware THE HONDRAB

' 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).
'Terms not defined herein shall have the meanings attributed to them in the Stipulation.
DBt/63483124.2 RLFl -3507005-l

0q/v)+3 $R 0811586091119000000000004

EXHIBIT A

DBl/63483724.2 RLFl -3507005-1

IN THE UNITED STATES BANI(RUPTCY COURT F'OR THE DISTRICT OF DELAWARE

In

re:
Debtors.

)
g!,r ) )
)
) )

Chapter

11

MERVYN'S HOLDINGS, LLC, d

Case No. 08-115g6

(KG)

Jointly Administered

STIPULATION FOR ALLOWANCE ANI) PAYMENT OF CLAIMS OF SAE_A TRADING CO.. LTD,
SAE-A Trading Co., Ltd. ("SAE-A") and the above-captioned debtors and debtors in
possession (the "Dgblqs") hereby stipulate as follows:

RECITALS

A. B. C. D. E' l.

Prior to July 8, 2008, SAE-A provided the Debtors with goods in the aggregate

net amount of $l ,427 ,17 5 .7 t .

within the twenty days prior to July 29, 20og (the ..&!Iion Date"), 5AE_A

provided the Debtors with goods in the aggregate net amount of $l ,g7g,444,.3g. On or after July 29,2008, SAE-A incurred expenses in connection with providing

the Debtors with goods in the aggregate net amountof $2,743,g44.4g.

SAE-A timely filed a proof of claim on account of all of its claims (Claim Nos.

4698, 5755) (the "Claim").

ThC DEbtOrS ANd SAE-A HEREBY STIPULATE

AND AGREE

as

follows:

AGREEMENT
The Recitals are hue and correct and are incorporated herein by reference.

The Debtors c1ses, along wlh.lle last four digits of their federal tax identification numbers, !-1h919 are Mervyn's Holdings, LLc (3405), Mervyn's LLc (44s6) and Meriyn's Brands, LLc (gg50).
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2. 3.

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

and effect unless and

until approved by the Bankruptcy Court.

on account of the Claim, SAE-A shall be allowed (i) a general unsecured claim

against Mervyn's LLC

in the amount of

$1,427,t75,71 (the ,Allowed General Uns

I

Claim," (ii) an administrative expense claim against Mervyn's LLC pursuant to

503(bX9) in the amount of $1,879,444.39 (the ,.Allowed prepetit

I U.S.C. $

Claim') and (iii) an administrative expense claim against Mervyn's LLC pursuant to I I U.S.C.

$$ 503(bxl) and 507(a)(2) in the amount of $2,743,944.49 (the "Allowed Administrative

Expense Claim," and together with the Allowed General Unsecured Claim and the Allowed Prepetition Administrative Expense claim, the ..Allowed claims").

4'

Payment of the Allowed Claims shall be paid as

follows: (i) in the event that,

prior to confirmation of any chapter 11 plan, the Debtors make payments to any creditors on
account of any administrative expenses pursuant

to

I u.s.c, $ 503(bxg) arising from goods

delivered within the twenty days prior to the Petition Date, SAE-A shall be entitled to receive payment on similar terms on account of the Allowed Prepetition Adminishative Expense Claim;

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

l u.s.c. $$ 503(bxl) and

507(a)(2) arising from goods delivered on or after the Petition Date, SAE-A shall be entitled to receive payment on similar terms on account of the Allowed Administrative Expense Claim; (iii)

in the event that, prior to confirmation of any chapter I I plan, the Debtors do not make payments to any creditors on account of administrative expenses pursuant to
1

I u.s.c.

$ 503(bxg) arising

from goods delivered within the twenty days prior to the Petition Date, SAE-A shall be entitled
to payment on account of the Allowed,Prepetition Administrative Expense Claim in accordance

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with the terms of the chapter I I plan ultimately confirmed in these chapter

I cases and on the

effective date of such plan; (iv) in the event that, prior to confirmation of any chapter I I plan, the Debtors do not make payments to any creditors on account of administrative expenses pursuant

to l1 U.S.C. $$ 503(bxl) and 507(a)(2) arising from goods delivered on or after the petition
Date, SAE-A shall be entitled to payment on account of the Allowed Administrative Expense Claim in accordance with the terms of the chapter 11 plan ultimately confirmed in these chapter
I

cases and on the effective date

of

such plan; and (v) payment

of the Allowed General

Unsecured Claim shall be made in accordance with the terms of the chapter I I plan ultimately

confirmed in these chapter l1 cases.

5.

This Stipulation shall be binding upon

(i)
I

any liquidating tustee;

plan

administrator; distribution agent and/or any other responsible person appointed pursuant to any chapter 11 plan confirmed in these cases; (ii) any chapter
and/or
1

trustee appointed in these cases

(iii) any chapter 7 trustee appointed or elected in these cases.

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ilmington, Delaware

Christopher M. Samis (No, 4909) L. Katherine Good (No. 5l0l) RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square 920 North King Street Wilmington, Delaware I 9801 Telephone: (302) 651 -7700 Facsimile: (302) 651-7701 Email : collins@rlf.com defranceschi@rlf.com samis@rlf.com good@rlf,com
and

Avenue,26th Floor California 90071 Telephone : (213) 929 -2500 Facsimile: (213) 929 -2525 Email: hdavid@swlaw.com Attorneys to SAE-A Trading Co., Ltd.

Howard S. Beltzer Wendy S. Walker MORGAN, LEWIS & BOCKIUS LLP l0l Park Avenue New York, New York 10178-0060 Telephone : (212) 309-6000 Facsimile: (212) 309-6001 Emai I : hbeltzer @morganl ewis. com wwalker@morgdnlewis. com
Attorneys for the Debtors and Debtors in Possession

56500.000

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0886009