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Docket #4781 Date Filed: 4/1/2010

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re:
MERVYN'S HOLDINGS, LLC, g! 4,t
Debtors.

)
) )

Chapter

11

) )

Case No.08-11586

(KG)

Jointly Administered

2a, D.t.4O/O

ORDERAPPROVING STIPULATION FOR ALLOWANCE AND PAYMENT OF ADMIMSTRATIVE EXPENSE CLAIM OF ASM CAPITAL III, L.P. ffRANSFEREE OF KIDS WITH CIIARACTER)
AND NOW, upon consideration of the Stipulation attached hereto
cause appearing for the approval thereof, it is hereby:
as

Exhibit A, and good

ORDERED, that the Stipulation is APPROVED; and it is further ORDERED, the Court shall retain jurisdiction overthe implementation and enforcement of the Stipulation and this Order.

,2010
ington, Delaware

' The Debtors i1 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 Merfun's Brands, LLc (8850).
RLFI 3537135v.1

0q/v*$! -| 0811586100401000000000013

EXIIIBIT A

Rtll

3537135v.1

IN THE UMTED STATES BANKRUPTCY COURT FOR TIIE DISTRICT OF DELAWARE

In re:
MERVYN'S HOLDINGS, LLC,

) egett ) ) Debtors. )
)
)

Chapter

11

Case No.08-11536

(KG)

Jointly Administered

STIPI'LATION FOR ALLOWANCE AND PAYMENT OF ADMIMSTRATTVE EXPENSE CLAIM OF ASM CAPITAL III, L.p. (TRANSFEREE OF KIDS WITH CHARACTER)
ASM Capital III, L.P. ("ASM"), as transferee of Kids With Character ("Kids") and the
above-captioned debtors and debtors in possession (the "Debtors") hereby stipulate as follows:

R-ECITALS

A. B. C. D. 1. 2.

On or after July 29,20A9 (the "Pet!!igglDate"), Kids provided the Debtors with

goods that Kids asserts have a value of $165,000.00 (the..ela!m,).

On or about January 28,2009, Kids timely filed a proof of Claim (Claim No.

6239) seeking, among other things, pa5rment of such amount.

On or about April 2, 2009, Kids transferred the Claim in the amount of

$165,000.00 to ASM [Docket No. 3230].


The Debtors and ASM HEREBY STIPLILATE

AND AGREE

as

follows:

AGREEMENT
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 in these cases, along with the last four digits of their federal tax idsntification numbers, are Mervyn's Holdings, LLc (3405), Mervyn's LLC (44s5) and Meriyn's Brands, LLc (gs50).

RLFI 3537135v.1

3.

ASM (as transferee of Kids) shall be allowed an administrative expense claim on

account of Claim 6239 against Mervyn's LLC pursuant

to 1l U.S,C. $$ 503OXl) and 507(a)(2)


Expense

in the amount of $161,210.12 (the "Allowed Administrative


Administative Expense Claim shall not be subject

Claim"). The Allowed

to further reduction, offset, setoff,

reclassification or disallowance pursuant to I I U.S.C. $ 502(d) or otherwise.

4.

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 confi.rmation of any chapter

any creditors on account of any administrative expenses pursuant

to 11 U.S.C. $ 503OXl)

arising from goods delivered on or after the Petition Date, ASM shall be entitled to receive
payment on similar terms on account of the Allowed Administrative Expense Claim at ASM'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 1l U.S.C,

503(bX1) arising from goods delivered to the Debtors, or in the event that in accordance with
clause

(i) of this paragraph ASM declines to receive earlier payment, ASM shall be entitled to
in accordance with the terms

pa5rment on account of the Allowed Administrative Expense Claim

of the chapter I I plan ultimately confirmed in these chapter 11 cases and on the effective date of
such plan.

5.

This Stipulation shall be binding upon (D any liquidating trustee; plan

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

(ii) any chapter 1 1 trustee appointed in these cases

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

RLJI

3537135v.1

Daniel J. DeFraqdeschi O{d?32) Christopher M.;6amis (No. 4909) L. Kalherine dood (No. 5101) RTCHARDS, LAYTON & FINGER" P.A. One Rodney Square 920 North King Skeet Wilmington, Delaware 1 gg01 Telephone: (302) 65 1 -7?00 Facsimile: (302) 651-7701 Email: collins@,rlf com

ASM Capital m, L.P., Transferee of Claim 6239


Associate Ge*eral Cowsel of ASM

Capital{il,

L.P,

de*aneeschi@rlf.com samis@lf.com
good@rlf,conr
and

Howard S. Belteer Wendy S. X/alker MORGA}I" LEWIS & BOCKruS LLP 101 ParkAvenue New York, New York 10 178-0060 Telephone: (212) 309-6000 Facsimile: (212) 309-6001 Emaii: hbeltzer@morganlewis.com wwalker@morganlewis. com

Attorneysfor the Debtars snd


Debtors

in

Possession

DBI/64361?50.i

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