Docket #4408 Date Filed: 12/23/2009

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAR-E

In

re:
Debtors.

)
al.,r )
) )

Chapter

ll
(KG)

MERVYN'S HOLDINGS, LLC, g!

Case No. 08-115S6

Jointly Administered

ORDER APPROVING STIPULATION BETWEEN MACERICH CENTERPOINT HOLDINGS LLC AND DEBTORS RESOLVING CLATMS OF IVTACERTCH.CENIERPOTNJT HOLpTNGS LLC

AND NOW, upon consideration of the foregoing Stipulation2 attached hereto

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 paylent of the Allowed Clains shallbe in ftlll and final satisfaction

as

of

Landlord's clairn nunrbers 5083 and 6498, and shall be nrade in accordance with the tenns of the
Chapter i

I plan ultimately confinned in these Chapter I I

cases; and

it is further

ORDERED, that this Stipulation shall be binding upon (i) any liquidating trustee; plan
adrninistrator; distribution agent and/or any other responsible person appointed pursuant to any Chapter i 1 plan confirmed ir: these cases;
and/or

(ii) any Chapter

11 trustee appointed in these cases

(iii) any Chapter 7 trustee appointed or elected in these cases; and it is further

The Debtors in these cases, along 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 (9g50). 'Terms not defined herein shall have the meanings attributed to thenr in the Stipulation.

RLFI 3519879v.1

0q/v),7 4$ 0811586091223000000000020

ORDERED, the Court shall retain jurisdiction over the implementation and enforcement

of the Stipulation and this Order.

Dated: Decenrber ?3-,20A9 Wihnington, Delaware

ll.LFI 3519879v.1

EXHIBIT A

RLFI 1519879v.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:
MERVYN'S HOLDINGS, LLC,
Debtors.
et

) gl,r )
)
)
)

Chapter

11

Case No. 08-11586

(KG)

Jointly Administered

STIPULATION BETWEEN MACERICH CENTERPOINT HOLDINGS LLC AND pEBT9,BS. RESOLVrN9.,gLAIqS OF MAgpRrC.H CENIEFPOTNT HOLpTNGS LLC
Macerich Centerpoint Holdings LLC ("Landlord") and the above-captioned debtors and
debtors in possession (the "Dgblglg") hereby stipulate as follows:

RECJrAps

A.
Code").

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

petition for relief under Chapter

of title

I of the United States Code (the "Bggklgplcy

B. C.

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

On June 23,2009, the Debtors filed that certain Second Omnibus Objection and

Fourth Omnibus Objection to Claims (the "Objections"). In the Objections, the Debtors objected to Landlord's claim numbers 5083 and 6498 (the "Clainrs").

D.

Since the filing of the Objection, the Debtors and the Landlord lrave 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 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 (8s50).

IILFI 1519879v.1

AGRJEMENT

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

$191,131'46 (the "Allowed

in the anrount AdFrinistrative Claim"), and (ii) a general unsecured claim against Mervyn's LLC

of

$1,756,644.10 on accoprlt

of the Clairns (the "Allowed General

" and,

together witlr the Allowed Administrative Clairn, the "Allowed Clai{rs").

4.

Payment

of the Allowed Clairns shall be in full and final satisfaction of the

Claims, and shall be rnade in accordance with the terms of the Chapter
confirmed in these Chapter 11 cases.

1l

plan ultinately

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 Chapter

1l plal colfirmed iq these cases; (ii) any Chapter I I

trustee appointed in these cases

and/or (iii) any Chapter 7 trustee appointed or elected in these cases.

l{LFl

3519879v.1

Dated: December 22, 2009

o.2732)
Cluistopher M. Samis (No. a909) L. I(atherine Good $lo. 5101) RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square 920 North King Street

/s/ Dustin P. Branclr Dustin P. Branch KATTEN MUCHIN ROSENMAN LLP

2029 Century Park East, Suite 2600 Los Angeles, Califomia 90067 Telephone: (3 1 0) 788-4420 Facsimile: (3 1 0) 7 12-827 | Email : dustin.branch@kattenlaw.com Cowtsel to Landlorcl Macerich Centerpoirtt Hoklings LLC

Wilmington, Delaware I 9801 Teleplrone: (302) 651-7700 Facsimile: (302) 651-7701 Entail: collins@rlf.com
de

franc eschi @rl

f. co

nr

samis@rlf.com good@rlf.com
and

Howard S. Beltzer Wendy S. Walker Kizzy L. Rosenblatt MORGAN, LEWIS & BOCKruS LLP 101 Park Avenue New York, New York 10178-0060 Telephone: (212) 309-6000 Facsimile: (212) 309-6001 Email : hbeltzer@morganlewis.com wwalker@morganlervi s.conr krosenblatt@rnorganlewis.com
Attornel,s for the Debtors ancl Debtors in Possessiort

RLFI 3519879v,1