Docket #4403 Date Filed: 12/23/2009

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In

re:
Debtors,

)
g!,t )
) )

ChaPter 1l
Case No. 08-11586

MERVYN'S HOLDINGS, LLC,9!

(KG)

JointlY Administered

ORDER APPROVING STIPULATION BETWEEN MACERICTI FALLBROOK HOLDINGS LLC AND DEBTORS RESOLVING

CLAIMS O{ MACERICH TALLBROOK$OLpINqS LLC

AND NOW, upon consideration of the foregoing Stipulations 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 further ORDERED, that payment of the Allowed Claims shall be in full and final satisfaction

of

Landlord's claim numbers 6500 and 7337, and shall be made in accordance with the temrs of the
Chapter 11 plan ultinrately confirmed in these Chapter I

cases; and

it is further

ORDERED, that nothing herein shall be deemed to impact or in any way disallow any
unsecured clairn previously allowed by the Debtors

in the Order Granting Debtors' Fow'th

Ornnibus Objectiort to Claims [Docket No. 3819]; and it is further

ORDERED, that this Stipulation shall be binding upon (i) any liquidating trustee; plan administrator; distribution agent and/or any other responsible person appointed pursuant to any Chapter 1I plan confinned 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; and it is further

The Debtors in these cases, aloug rvith 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 0re Stipulation.

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0q/v),7 /E 0811586091223000000000015

oRDERED, the court shall retain jurisdiction over the implementation and enforcement of the Stipulation and this Order.

Dated: December!1, 2009 Wilmington, Delaware

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EXHIBIT A

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In

re: Debtors.

)
)

ChaPter 11
Case No. 08-11586

MBRVYN'S HOLDINGS, LLC, et &L,r

)
)
)

(KG)

Jointly Administered

STIPULATION BETWEEN MACERICH FALLBROOK HOLDINGS LLC AND pEBTORS RESOLVTNG..CLATMS OF MACEBTCH FALLBBOOK HOLDINGS LLC
Macerich Fallbrook Holdings LLC ("Landlord") and the above-captioned debtors and
debtors in possession (the "Deb.tors") hereby stipulate as follows:

RECITAL-S

A.
Code").

On July 29,2008 (the "Petition Date"), each of the Debtors filed a voluntary

petition for relief under Chapter I I of title I I of the United States Code (the "Bar,rk:ruptgy

B. C.

The Landlord has filed various proofs of claim in these Chapter I

cases.

The Debtors have filed certain Omnibus Objections to Claims (the "QQj-gg!ions").

In the Objectious, the Debtors objected to, among others, Landlord's claim numbers 6500 and
7337 (the "eLei&g").

D.

Since the filing of the Objections, the Debtors and the Landlord have reached an

agreement as to the treatment of the Claims, and have agreed to enter into this Stipulation to

clarify the allowance and treatment of the Claims.

E.

The Debtors and Landlord HEREBY STIPULATE AND AGREE as follows:

' The Debtors in these cases, along rvirh the last four digits of their federal tax identification nunbers, are Mervyn's Holdings, LLc (3405), Mervyn's LLc (4456) and Mervyn's Brands, LLc (s850).

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AGREEMENT

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.

The Debtors and the Landlord have agreed that Landlord shall be allowed (i) an

administrative claim against Mervyn's

LLC in the amount of $70,465.14 (the "AlLglyed

Adminjstr?tive elaim"), and (ii) a general unsecurcd claim against Mervyn's LLC in the anrount

of $10,099.86 (the "Allowed General Un

Adm i nistrative
C

"

and, together with the Allowed

laim, the "$llgfyed C.!gin[S").

4.

Payn:ent

of the Allowed Clairns shall be in full and final

satisfaction

of

the

Claims, and shall be made in accordance with the terms of the Chapter
confinned in these Chapter l1 cases.

l1 plan ultimately

5.

Nothing herein shall be deenred to impact or in any way disallow any unsecured

clairn previously allowed by the Debtors

Objecriotr to Claints fDocket No. 3819].

in the Order Granting Debtors' Fourlh

Onmibus

6.

This Stipulation shall be binding upon

(i)

any liquidating trustee;

plan

adurinistrator; distribution agent and/or any other responsible person appointed pursuant to any Chapter 11 plan confinued in these cases; (ii) any Chapter
and/or

1l

trustee appointed in these cases

(iii) any Chapter 7 tnrstee appointed or elected in these cases.

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Dated: December 22, 2009

/s/ Dustin,.P. Br.anch

i(No.2732)
Cluistopher M. Samis (No. 4909) L. Katherine Good (No. 5101) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware I 9801 Teleplrone: (302) 651-7700 Facsimile: (302) 651-7701 Email: collins@rlf.com defranceschi@rlf.corn samis@rlf.corn good@rlf.corn
and

Dustin P. Branch KATTEN MUCHIN ROSENMAN LLP 2029 Century Park East, Suite 2600 Los Angeles, Californi a 90067 Telephone: (3 10) 788-4420 Facsinrile: (3 10) 7 12-827 I Email : dustin,branch@kattenlaw.com
Cowrsel to Landlord fuIacerich Fallbrook Holdings LLC

Howard S. Beltzer Wendy S. Walker Kizzy L. Rosenblatt MORGA}I, LEWIS & BOCKIUS LLP 101 Park Avenue New Yorlc, New York 10178-0060 Telephone : (212) 309-6000 Facsimile: (212) 309-6001 Email: hbeltzer@morganlewis.com wwalker@morganlewis.coru krosenb latt@rnorganlewis. conr
Attorneys

fsr the Debtors ailcl Debtors in Possession

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