Docket #4614 Date Filed: 2/19/2010

IN THE UNITED STATES BAI{KRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In

re:
Debtors.

) 4,t )
) )

Chapter

11

MERVYIVS HOLDINGS, LLC,9!

Case No. 08-11586

(KG)

Jointly Administered

,(e-Drc,

r'y'll
as

ORDER APPRO\ING STIPULATION FOR ALLOWANCE AND PAYMENT OF ADMINISTRATTVE EXPENSE CLAIM OF OUALITY WORLDWIDE. INC.

AND NOW, upon consideration of the Stipulation attached hereto

cause appearing for the approval thereof,

Exhibit A, and good

it is hereby:

ORDERED, that the Stipulation is APPROVED; and it is further ORDERED, the Court shall retain jurisdiction over the implementation and enforcement

of the Stipulation and this Order.

010

RABLE KDVIN GROSS ATES BANKRI'PTCY JUDGE

Th. Drbtots 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).
DBu64408t69.2
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0q/v*"3 !V 0811586100219000000000001

EXHIBIT A

DBI/6M08169.2

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In

re:
Debtors.

)
al.,t )
) )

Chapter

ll
(KG)

MERVYN'S HOLDINGS, LLC,9!

Case No. 0g-11536

)
)

Jointly Administered

STIPULATION FOR ALLOWAI\CE AND PAYMENT OF ADMINISTRATIVE EXPENSE CLAIM OF OUALITY WORLDWIDE. INC.
Quality Worldwide, lnc. ("Ouality'') and the above-captioned debtors and debtors in
possession (the "Debtors") hereby stipulate as follows:

RECITALS

A. B'

On or about February 18, 2009, Quality timely filed a proof of claim (Claim No.

6413) seeking, among other things, payment of $1,426,623.16 (the "Ori.grnal Claim,').

On or about August 25, 2009, the Debtors filed the Fifth Omnibus Objection

(Substantive) To Certain (A) Overstated and (B) Overstated And Misclassified Claims And

Motion To Reduce And/Or Reclassify Such Ctains [Docket No. 3932] (the ,,Objection"),
pursuant to which, among other things, the Debtors objected to the Original Claim.

C.

On or about September 15, 2009, Quality filed a response to the Objection

[Docket No' 3993]. Subsequently, on or about December 17,2009, Quality filed a supplemental
response to the Objection [Docket No. 4373] whereby Quality amended and reduced its Original

Claim to the amount of $587,322.62 (the,,Amended Claim").

D.

The Debtors and Quality HEREBY STIPULATE AND AGREE as follows:

' 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 (44s6) and Mervyn's Brands, LLc (gs50).
I

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RLFI 3539826v.1

AGREEMENT

l. 2. 3. 4.

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 Original Claim is hereby withdrawn with prejudice.

In full resolution of the Amended Claim and the Objection, Quality shall be
$$

allowed an administrative expense claim against Mervyn's LLC pursuant to 11 U.S.C.

503(b)(1) and 507(a)(2) in the amount of $420,000.00 (the "Allowed Administrative Expense Claim").

5.

Payment of the Allowed Administrative Expense Claim shall be paid as follows:

11 plan, the Debtors make payments to

(i) in the event that, prior to confirmation of any chapter

any creditors on account of any administrative expenses pursuant

to

11 U.S.C. $ 503(b)(l)

arising from undelivered goods manufactured on or after July 29,2008 (the "petition Date,,),

Quality shall be entitled to receive payment on similar terms on account of the Allowed
Administrative Expense Claim at Quality's option or (ii) in the event that, prior to confirmation

of any chapter 11 plan, the Debtors do not make payments to any creditors on account of
administrative expenses pursuant

to

11 U.S.C. $ 503(bxl) arising from undelivered goods

manufactured on or after the Petition Date, or in the event that in accordance with clause (i)

of

this paragraph Quality declines to receive earlier payment, Quality shall be entitled to payment on account of the Allowed Administrative Expense Claim in accordance with the terms of the
chapter l1 plan ultimately confirmed in these chapter 11 cases and on the effective date of such
plan.

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chapter I

l plan confirmed in these cases; (ii) any chapter 11 tnrstee appointed in these cases

andlor (iii) any chapter 7 uustee qppointed or elected in these cases,

(No.29fl)
ranceschi (No.2 M. Smis (No. 4909) L. Katherine Good (No. 5101)

AtanI. Kaplan LAW OFFICE OF ALAN I. KAPLAN

I I 111 $anta

Monica Blvd.

RICHARDS, LAYTON & FINGE& P*4..

One Rodney Square 920 North Kiag Sfeet Wilmingtonn Delaware I 980 I Telephone: (302) 65I -?700 Fecsimiler (3021 651-7701

Suite 1000 Los Angeles, Califomi a 90A25 Telephone: (3 l0) 478-8383 Facsimile: (3 10) 478-80CI6 Email: alan@alanikaplan.com

Csuruel to

Email: collins@lf.com deftanaeschi@lf.com sauris@lf.com good@lf,com

and

fualiry Worl&vide,

tnc.

Facsimile; QI?) 309-6S01 Email: hbeltzer@morganlewis.eom

Howard S. Beltzer Wendy $. \I/alker MORGAN, T.EWIS & BOCKru$ LLP tOl Park Avenue New York, New York 10178-0060 Telephone : QI2) 309-6000

wwalker@morganlewi s.com A,ttorneysfor the Debtors and Debtors in Possession

DBt/64408r69.2