IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re ) Chapter 11 ) ) Case No.

08-11586 Mervyns Holdings, LLC, ) Debtors. ) Jointly Administered ADMINISTRATIVE CLAIM OF NORTH 3 HOLDINGS, LLC 1. NAME OF CLAIMANT: NORTH 3 HOLDINGS, LLC (North 3). 2. Nature and description of goods and services provided to the Debtor(s) postpetition: North 3 is Debtor Mervyns, LLCs landlord for the premises known as 22301 Foothill Boulevard, Hayward, CA 95541. 3. Amount of claim based upon goods and services provided to the Debtor(s) postpetition: Without waving its rights to assert additional amounts yet to be incurred, $12,033,894.84 for post-petition, pre-rejection monetary obligations under the Lease against Mervyns, LLC in Case No. 08-11587. 4. Documentation supporting the claim is attached hereto as Exhibit A. Date: February 18, 2009 North 3 Holdings, LLC

By: /s/ Brian A. Sullivan Brian A. Sullivan (No. 2098 ) Amy D. Brown (No. 4077) WERB & SULLIVAN 300 Delaware Avenue, 13th Floor P.O. Box 25046 Wilmington, Delaware 19899 Telephone: (302) 652-1100 Facsimile: (302) 652-1111 BSullivan@werbsullivan.com Attorney and Authorized Agent for North 3 Holdings, LLC
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Proof of Claim

Under the Lease (Exhibit A): Postpetition rent for February 2009 2008/2009 Property Tax 2nd Installment Due February 1, 2009 Property Insurance Guardsmark Security 2/1/09-2/14/09 Repair damaged wiring for cubicles Attorneys Fees Total

$375,779.39

$368,307.90

$66,042.00 $7,862.40 $16,515.20 $99,387.95 $933,894.84

In addition, the Lease provides at Article 16, paragraph 16.01, circumstances establishing Default, including if (j) During the initial 20 year term, Tenant transfers all or substantially all of the assets of Tenant, in a single transaction or series of transactions, without also transferring this Lease to the party acquiring the majority of Tenant's stores then being operated in the State of California and such party assuming the obligations of Tenant under this Lease. North 3 is informed and believes that Debtor (defined as Tenant under the Lease), during the administration of its case, and for the preservation of its estate, breached the Lease, Article 16.01 (j). Further, the Debtor agreed in the Lease at Article
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16, para. 16.02(d), that the breach of the foregoing provision established damages in the greater of the following amounts:

(A) ELEVEN MILLION ONE HUNDRED THOUSAND DOLLARS ($11,100,000) AND (B) THE DOLLAR FIGURE CALCULATED BY USING A REMAINING LEASE VALUE OF TWENTY FIVE MILLION DOLLARS ($25,000,000) ON THE COMMENCEMENT DATE AND AMORTIZING SAID $25,000,000 OVER A PERIOD OF TWO HUNDRED FORTY (240) MONTHS, USlNG A DISCOUNT RATE OF NINE AND THREE TENTHS PERCENT (9.3 %) PER ANNUM.

The sum owing under Lease, Article 16.01 (j) is $11,100,000.

CERTIFICATE OF SERVICE I hereby certify that on this 18th day of February, 2009 I caused one copy of the foregoing to be served upon the following person(s), in the manner indicated:

VIA FIRST CLASS MAIL Howard S. Beltzer, Esq. Wendy S. Walker, Esq. MORGAN LEWIS & BOCKIUS LLP 101 Park Avenue New York, NY 10178-0060

VIA HAND DELIVERY Mark D. Collins, Esq. Daniel J. DeFranceschi, Esq. L. Katherine Good, Esq. Christopher M. Samis, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801

/s/ Amy D. Brown Amy D. Brown (#4077)