{D0141131.

1 }
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
MERVYNS HOLDINGS, LLC., et al.
Debtors.

Chapter 11

Case No. 08-11586 (KG)

(Jointly Administered)

Objections Due: December 16, 2008, at 4:00 p.m., EST

Hearing Date: December 23, 2008, at 10:00 a.m., EST

MOTION FOR ALLOWANCE AND IMMEDIATE PAYMENT
OF KEDS CORPORATIONS ADMINISTRATIVE EXPENSE
CLAIM PURSUANT TO 11 U.S.C. 503(b)(1)

Keds Corporation, a Massachusetts corporation (Keds), by and through its undersigned
counsel, hereby moves (the Motion) the Court for entry of an Order, pursuant to 11 U.S. C.
503(b)(1) and 507(a)(2), allowing an administrative expense claim and in support thereof,
respectfully states as follows:
STATEMENT OF FACTS
1. Keds is a wholesaler of various types of footwear.
2. The Debtors in Possession are the owners and operators of retail stores throughout
the western and southwestern part of the United States. Among the products sold by the Debtors
in Possession are national brands, private label apparel, and home furnishing.
3. On July 29, 2008 (the Petition Date), the Debtors filed voluntary petitions under
Chapter 11 of the Bankruptcy Code in this Court.
4. The Debtors continued to operate their business and manage their affairs as
debtors-in-possession (Debtors in Possession) pursuant to Section 1107(a) and 1108 of the
Bankruptcy Code.
0q/v(+:%+
0811586081126000000000005
{D0141131.1 }
5. In order for the Debtors in Possession to preserve the value of the estate and
operate their business in the hopes of confirming a plan of reorganization, they needed to
purchase goods for resale in its retail stores.
6. Keds had a business relationship with the Debtors in Possession which resulted in
the delivery of he following amounts of shoe merchandise (the Goods) to the Debtors in
Possession:
Invoice # Order Date Invoice Date PO Number Amount Balance
10008798 8/22/2008 9/24/2008 0000530996 $2,880.00 $2,880.00
10008800 8/22/2008 9/24/2008 0000530999 $2,712.00 $5,592.00
10058516 10/01/2008 10/09/2008 0000548250 $15,893.28 $21,485.28
10058518 10/01/2008 10/09/2008 0000548258 $3,260.16 $24,745.44
10063559 10/01/2008 10/10/2008 0000584249 $30,767.76 $55,513.20
10063560 10/01/2008 10/10/2008 0000548257 $5,909.04 $61,422.24

7. Copies of the invoices and bills of lading for the above deliveries of goods are
collectively annexed hereto as Exhibit A.
8. All of the Goods were ordered by the Debtors in Possession following the Petition
Date.
9. Keds has not been paid for any of the aforementioned deliveries, nor have any of
the Goods been returned back to Keds by the Debtors in Possession.
10. The items set forth in paragraph 6 above were sold and delivered by Keds in the
ordinary course of both Keds and the Debtors in Possessions business as post-petition sales of
{D0141131.1 }
goods designed to preserve the value of the estate and develop a plan of reorganization for the
Debtors in Possession. The Goods have a total value of $61,422.24.
RELIEF REQUESTED
11. The amount currently due and owing to Keds for the Goods received by the
Debtors in Possession in the amount of $61,422.24 is compensable as an administrative claim
under Section 503(b)(1) of the Bankruptcy Code and is entitled to an administrative expense
priority under Section 507(a)(2) of the Bankruptcy Code.
12. Bankruptcy Code Section 503(b)(1)(a) provides as follows:
After notice and a hearing, there shall be allowed administrative expenses, other than claims
allowed under section 502(f) of this title, including . . . the actual, necessary costs and expenses
of preserving the estate . . .
13. Here, there is no dispute that Keds sold the Goods to the Debtors in Possession in
the ordinary course of the Debtors in Possessions business. Furthermore, the Goods were
received by the Debtors in Possession as part of their attempt to develop and implement a plan of
reorganization. Finally, the value of the Goods in the amount of $61,422.24 is indicated by the
agreed purchase prices set forth in the invoices for the Goods.
14. The Court should require that the Debtors in Possession immediately pay Keds
administrative expense claim. Section 503(b)(1) of the Bankruptcy Code does not expressly
include a due date for the payment of an administrative claim. However, courts in this District
have discretion to require the immediate payment of such administrative claims. See, e.g., In re
Global Home Prods., LLC, Case No. 06-10340 (KG), 2006 WL 3791955, at *3 (Bankr. D. Del.
Dec. 21, 2006). In exercising this discretion, courts have weighed the prejudice to the debtor, the
hardship to the claimant and the potential detriment to other creditors. Id. at *12.

{D0141131.1 }
WHEREFORE, Keds respectfully requests the Court enter an Order that (i) allows an
administrative claim under Bankruptcy Code Section 503(b)(1) in the amount of $114,781.47;
and (ii) grants Keds such further and additional relief as the Court may deem just and proper.
Date: CAMPBELL & LEVINE, LLC

/s/Ayesha S. Chacko
Kathleen Campbell Davis (DE No.: 4229)
Ayesha S. Chacko (DE No.: 4994)
800 N. King Street, Suite 300
Wilmington, DE 19801
Tel: (302) 426-1900
Fax: (302) 426-9947
kdavis@camlev.com
achacko@camlev.com

Counsel to Keds Corporation.



EXHIBIT "A"
Remit to: Keds Corporation
Drawer 100789
Atlanta GA 30384-0789
FLOR, SANTIAGO
Bill To: 80407601 Ship To: 80407601-003832
MERVYN'S ACCT PAYABLE (POST) MERVYNS DC00996
22301 FOOTHILL BLVD ONTARIO DISTRIBUTION CTR
MAIL STOP 3160 1015 VINTAGE AVENUE
HAYWARD, CA 94541 ONTARIO CA 91761
JF27603 RAVE ONE EYE TIE ESPRE 2,880.00
M
M
12.5
36
3
36
13
36
3.5
36
13.5
36
4
36
1
36
1.5
36
2
36
360 Merchandise Total 2,880.00
o Sales Tax 0.00
Freight 0.00
Charges 1Allowances 0.00
Total Invoice Amount 2,880.00 Due On 10109/2008
Terms Discount Amount (0.00)
Net Amount Due 2,880.00 If Paid By 10109/2008
Ver 1
Late Charges -If payment of the total amount is not received by the due date, Stride Rite Corporation shall have the right to collect from the buyer a late charge at the rale of 1 1/2% of such amount per month,
until such amount is paid; if the laws of the slate other than Massachusetts are found to be applicable, then. the late charge shall be the highest rate to which lhe parties could legally agree in such state.
Governing Law - The terms of all purchases shall be governed and construed according to laws of Massachusetts.
Return Check Fee The Stride Rite Corporation will assess a $50.00 fee for every check returned for insufficient funds.
Remit to: Keds Corporation
Drawer 100789
Atlanta GA 30384-0789
FLOR, SANTIAGO
Bill To: 80407601 Ship To: 80407601-003832
MERVYN'S ACCT PAYABLE (POST) MERVYNS DC00996
22301 FOOTHILL BLVD ONTARIO DISTRIBUTION CTR
MAIL STOP 3160 1015 VINTAGE AVENUE
HAYWARD, CA 94541 ONTARIO CA 91761
JF27605 CRAZE ZIPPER BLACK 2,712.00
M
M
12.5
35
3
36
13
36
3.5
24
13.5
36
4
36
1
36
1.5
33
2
36
339 Merchandise Total 2,712.00
o Sales Tax 0.00
Freight 0.00
Charges 1Allowances 0.00
Total Invoice Amount 2,712.00 Due On 10/09/2008
Terms Discount Amount (0.00)
Net Amount Due 2,712.00 If Paid By 10/09/2008
Ver 1
Lale Charges -If payment of the total amount is not received by the due date, Stride Rite Corporation shall have the right to collect from the buyer a late charge at the rate of 1 1/2% of such amount per month,
until such amount is paid; if the laws of the state other than Massachusells are found to be applicable, then, the late charge shall be the highesl rate to which the parties could legally agree in such slate.
Governing Law - The terms of all purchases shall be governed and construed according to laws of Massachusells.
Return Check Fee - The Stride Rite Corporation will assess a $50.00 fee for every check returned for insufficient funds.
BILL OF LADING
of002
. ..

Bill of Lading Number:
.!, 't-1Za
Address: 6001 CanE Run Road
City/State/Zip: Lou i 5 \T :i. lIe KY 402:) I:l
SID#: 000 3 i, . , :: ::; " 0 'J..
FOB: 0
Name: ' ,,1 '; C: <} r p .: .. ' ';,
Name: '! (j Locat/on #:
Address: Ci): :', i, 'I (i JI) s; i,:: ,,, I ,iN U<N'.Ii::,{
LOIS CTR
City/StatelZlp: ONT AR I 0 ,C A .. 917 t:i 1
CID#: 003832 FOB: 0
SCAC:RDWY
Pro number: Z...... 0 1 0 7 7 ... ...
THIRD PARTY FREIGHT CHARGES BILL TO.
Name:
Address:
1IIItii 111111111111JIII 1111111
City/State/Zip:
Freight Charge Terms: X
f-
S
=P=E=C=-='-=-A:-L7::7.,S==T _==R:7I').U":":C,..J==T:::-IO=-N:-:S=-:-3-' -Q-')-3-c:::..-n-,0--------1 Prepaid Collect 3
rd
Party IN
1
'J ...;)......" l) 0 Master Bill of Lading: with attached
ADDITIONAL SHIPPER INFO
y
y
y
y
y
9HZ
. ... .
WEIGHT
, .... . .
COMMODITY DESCRIPTION LTL ONLY
IOqulrlna .pedaI or ocIdMional care 0( ettentlon In handlina or ll1""'na mllOt be 50
maf1o;ed and packaged M to ensure saf& tram.port81ion With ordinary CWB.

H.M.
X
#PKGS
654
PACKAGE
QTY TYPE WEIGHT QTY TYPE
CUSTOMER ORDER NUMBER
HANDLING UNIT
GRAND TOTAL
See Attached
Supplement Page
underlying Bills of Ladin
See Attached Supplement
Where the rate Is dependent on value, shippers are required 10 slate specifically in wrlllng the agreed or declared
value of the properly as follows:
"The agreed or declared value of Ihe properly is speclflcally slaled by the shipper 10 be not exceeding
6 5 4
" ',' 9 Z b' Z
J. .,.... ... ..........+"',
CARRIER S'IGNATURE I PICKUP DATE
eamer acknowledges teeelpt of pacttages and llIQuired p1acarot. Carrier certmes
J'8SPOnsG inlormaUon was made ,vaH.b1e and/or camer has the DOT
emBl1lencv ruspunse In tOO veNcle.
--'Shipper Signature
Freight Counted:
;litByShipper
'[] By Driver/pallets said to contain
[] By Driver/Pieces
Trailer Loaded:
By Shipper
C ByDriver
per
SHIPPER SIGNATURE I DATE
ThIs II to ceJtify t1\8l tne abOve named materials are property ClaSSified,
packaged, martted and labeled. am are In proper conditlon for

SUPPLEMENT TO THE BILL OF LADING
PageO lofo a Z
Bill of Lading Number: 004420B0055214128
CUSTOMER ORDER INFORMATION
CUSTOMER ORDER NUMBER #PKGS WEIGHT
PALJ.ET/SUP
ADDITIONAL SHIPPER INFO
(CIRCLE ONE)
10 Y on
0000530989 Z'.1 35B.B Y on
30 361. 8 Y (H)
0000530994 30 403,2
y
on
0000530996 30 396.0 Y Ofl
0000530999 ZB 3B2.4
y (N)
0000531004 30 390.6
y
Ofl
31008 30 39Z ,4 Y
(N )
0000537322 3B 736.B Y on
68 1366.8 Y (t-o
00 l) 0 5 :3 -/46 1 31 119.4 Y (N)
00005374-84 6Z 1138.2 Y. (N)
00OOS3lH71 ZlZ 2215.8 Y: Of)
"
N .L
Y N
PAGE SUBTOTAL
654 92.62
.



HANDUNG UNIT PACKAGE
COMMODITY DESCRIPTION LTL ONLY
QTY TYPE QTY TYPE WEIGHT H.M.
special or care or attention in tIllndling
NMFC# CLASS
(X)
or slowing must be so marked and packaged as 10 ensure safe
transportation wfth ordinary care.
654 1"'+_1' 9Zh' ,Po? Z
A
160 laO

654 9Z6Z
PAGE SUBTOTAL
Remit to: Keds Corporation
Drawer 100789
Atlanta GA 30384-0789
0271502 10/11/2008 FLOR, SANTIAGO LOUISVILLE DC
Bill To: 80407601 Ship To: 80407601-003833
MERVYN'S ACCT PAYABLE (POST) MERVYNS DC00997
22301 FOOTHILL BLVD NORTHERN CA DIST CENTER
MAIL STOP 3160 48200 FREMONT BOULEVARD
HAYWARD, CA 94541 FREMONT CA 94538
WH45780 CHAMPION 2K OXF LEA BL 01 PR 16.98 936 15,893.28
M
M
5
60
9
72
6
60
9.5
60
6.5
96
10
60
7
144
11
24
7.5
120
8
96
8.5
144
I Totals
936
936
Sales Tax 0.00
Merchandise Total 15,893.28
o
Freight 0.00
Charges / Allowances 0.00
Total Invoice Amount 15,893.28 Due On 10/24/2008
Terms Discount Amount (0.00)
Net Amount Due 15,893.28 If Paid By 10/24/2008
Ver 1
Late Charges -If payment of the total amounl is not received by the due date, Stride Rile Corporation shail have the right to coilect from the buyer a lale charge althe rate of 1 1/2% of such amount per monlh,
until such amount is paid; if Ihe laws of the state other than Massachusetts are found to be applicable, then, the lale charge shall be the highest rate to which the parties could legaily agree in such state.
Governing Law The terms of ail purchases shall be governed and construed according to laws of Massachusetts.
Return Check Fee The Stride Rile Corporation will assess a $50.00 fee for every check returned for insufficient funds.
Remit to: Keds Corporation
Drawer 100789
Atlanta GA 30384-0789
FLOR, SANTIAGO
Bill To: 80407601 Ship To: 80407601-003833
MERVYN'S ACCT PAYABLE (POST) MERVYNS DC00997
22301 FOOTHILL BLVD NORTHERN CA DIST CENTER
MAIL STOP 3160 48200 FREMONT BOULEVARD
HAYWARD, CA 94541 FREMONT CA 94538
WH45780 CHAMPION 2K OXF LEA BL 01 PR 16.98 192 3,260.16
W
W
6
12
9.5
24
6.5
24
10
12
7
24
7.5
36
8
36
8.5
12
9
12
I Totals
192
192
Sales Tax 0.00
Merchandise Total 3,260.16
o
Freight 0.00
Charges / Allowances 0.00
Total Invoice Amount 3,260.16 Due On 10/24/2008
Terms Discount Amount (0.00)
Net Amount Due 3,260.16 If Paid By 10/24/2008
Ver 1
Late Charges -If payment of the total amount is not received by the due date. Stride Rite Corporation shall have the right to collect from the buyer a late charge at the rate of 1 1/2% of such amount per month,
until such amount is paid; if the laws of the slate other than Massachusells are found to be applicable, then, the late charge shall be the highest rate to which the parties could legally agree in such state.
Governing Law - The terms of all purchases shall be governed and construed according to laws of Massachusells.
Return Check Fee The Stride Rite Corporation will assess a $50.00 fee for every check returned for insufficient funds.
10/09/08
BILL OF LADING
. ..
ADDITIONAL SHIPPER INFO
Y N
Y N
Y N
. ... .
318,6
WEIGHT

78
16
#PKGS CUSTOMER ORDER NUMBER
0000548250
0000548Z58
Y N
GRAND TOTAL
94 Ctn 1833.6
1834
BOOTSiFOOTWEARiSHOESiSLI
Where the rate is dependenl on value, shippers are required 10 slale specifically In writing the agreed or declared
value of the property es follows:
"The agreed or declared value of lhe properly Is speCifically slaled by the shipper 10 be nol exceeding
_...I&.L.<=-=.....c.L.......--""'==- .Shlpper Signature
per
CARRIER S'IGNATLIRE I PICKUP DATE
C""'or aClu'IIW1edgos ,-pllIl packages and requlnxl placanl.. cante' conInos
emergency response information was made avallable 8I'd'or CWI1er has the DOT
emergency resPOIlH guidebook or eqLiYaient doamerUtlon In the vehk:JlIl.
&C
OCT G .308

Name: Jr e d 5 Cor p 0 rat ion
Address: 60G I Cane Run Road
City/State/Zip: L 0 11 .i. 5 'T i 11 e KY 402 5 8
SIO#: 0003 5 360 22/00002383 60 FOB: 0
SHIP TO
Name: MERVYN'S NORTHERN DC).(D;IjHpn#:
Address: NORTHERN CA DIST CENTER
B ZOO \:<' RElilON 1 },1 0 l\J.' D
City/State/Zip: l<' li ';,1 () HT , CA, 9 4 S :} 8
CIO#: 00 3B3 3
FOB: 0
.. ... ;

Name:
Address:
City/State/Zip:

I .Ii'""", rJl J13q t..p(fj1
L.k-.JLAU
HANDLING UNIT
QTY TYPE
PACKAGE
QTY TYPE WEIGHT H.M.
X
Trailer Loaded: Freight Counted:
SHIPPER SIGNATURE I DATE
Ths il to certify that the above named materials ate properly dasslfled,
packiJged. m,rked snct labeled, and lire In proper tOlIditlon far By Shipper !Sf' By Shipper
transportation rdlng to the regulations ofthe DOT.
By Driver 1J'syDriver/pallets said to contain

CI By Driver/Pieces
Bill of Lading Number:QQ442QBOQ 5 545 1929
I1II111111111111 I
(40Z) 0044Z0800554519Z9
CARRIER NAME:
Trailer number: Z7 31- 00
Seal number(s): 58 Z0 8
SCAC:RVWY
Pro number:Z44- 0145 Z 6- 3
II 1111111 111111 """1111111111111111
(901ZK) RDWY244-0145Z6-3
Freight Charge Terms: V
Prepaid 3
rd
Party
0 Master Bill of Lading: with attached
underlying Bills of Lading
Remit to: Keds Corporation
Drawer 100789
Atlanta GA 30384-0789
FLOR, SANTIAGO
Bill To: 80407601 Ship To: 80407601-003832
MERVYN'S ACCT PAYABLE (POST) MERVYNS DC00996
22301 FOOTHILL BLVD ONTARIO DISTRIBUTION CTR
MAIL STOP 3160 1015 VINTAGE AVENUE
HAYWARD, CA 94541 ONTARIO CA 91761
WH45780 CHAMPION 2K OXF LEA BL 01 PR 16.98 1,812 30,767.76
M
M
5
96
9
156
6
96
9.5
96
6.5
216
10
96
7
288
11
36
7.5
228
8
216
85
288
ITotals
1,812
1,812 Merchandise Total 30,767.76
o Sales Tax 0.00
Freight 0.00
Charges / Allowances 0.00
Total Invoice Amount 30,767.76 Due On 10/25/2008
Terms Discount Amount (0.00)
Net Amount Due 30,767.76 If Paid By 10/25/2008
Ver 1
Late Charges -If payment of the total amount is not received by the due date, Stride Rite Corporation shall have the right to collect from the buyer a late charge althe rate of 1 1/2% of such amount per month,
until such amount is paid; if the laws of the state other than Massachusetts are found to be applicable. then, the late charge shall be the highesl rate to which the parties could legally agree in such state.
Governing Law - The terms of all purchases shall be governed and construed according to laws of Massachusetts.
Return Check Fee - The Stride Rite Corporation will assess a $50.00 fee for every check returned for insufficient funds.
Remit to: Keds Corporation
Drawer 100789
Atlanta GA 30384-0789
FLOR, SANTIAGO
Bill To: 80407601 Ship To: 80407601-003832
MERVYN'S ACCT PAYABLE (POST) MERVYNS DC00996
22301 FOOTHILL BLVD ONTARIO DISTRIBUTION CTR
MAIL STOP 3160 1015 VINTAGE AVENUE
HAYWARD, CA 94541 ONTARIO CA 91761
WH45780 CHAMPION 2K OXF LEA BL 01 PR 16.98 348 5,909.04
W
W
6
24
9.5
24
6.5
48
10
24
7
60
7.5
60
8
60
8.5
24
9
24
I Totals
348
348 Merchandise Total 5,909.04
o Sales Tax 0.00
Freight 0.00
Charges / Allowances 0.00
Total Invoice Amount 5,909.04 Due On 10/25/2008
Terms Discount Amount (0.00)
Net Amount Due 5,909.04 If Paid By 10/25/2008
Ver 1
Late Charges - If payment of the total amount is nol received by the due date, Stride Rite Corporation shall have the righl to collect from the buyer a lale charge at the rate of 1 1/2% of such amount per month,
until such amount is paid; if the laws of the state other than Massachusetts are found to be applicable, then, the late charge shall be the highest rate to which the parties could legally agree in such state.
Governing Law - The terms of all purchases shall be governed and construed according to laws of Massachusetls.
Return Check Fee - The Stride Rile Corporation wiil assess a $50.00 fee for every check returned for insufficient funds.
:lU/IQ./08 Pageo i ofiJ 0 1
BILL OF LADING
. ..
Name: ked s eo r P 0 rat ion
Address: 6 (I Ole an e RU 11 ROd d
Bill of Lading Number:0044.l0BQQ 5 5451912
City/State/Zip: Lou i S \7 i 11 e KI 0 2 S 8
SID#: 000:3 5 60 Z 1/0000 Z 3 835 '3
SHIP TO
FOB: 0
1 1II1 111111111111111
(402) 00442080055451912
CARRIER NAME: J ..... _
Name: NERVYN'S DC #996 Location#: Trailer number: "?-3bO-;A)
Address:ONTARIO DISTRIBUTION CENTER Seal number(s): 58280
lOIS VINTAGJ': eTR
City/State/Zip: ONT AR I 0, CA , 917 b 1
CID#: 003832
FOB: 0
THIRD PARTY FREIGHT CHARGES BILL TO:
Name:
Address:
City/State/Zip:
Freight Charge Terms:
-L-Q-A-D-#-3-9-6-f,-7-S-3---------1 Prepaid Collect 3
rd
Party
o Master Bill of Lading: with attached
ADDrrlONAL SHIPPER INFO
y
y
3S02
y
, .. .

.

.
#PKGS WEIGHT
l:il i;9Z8.0
?l;i 5'7 :3 E, "I
IBO
CUSTOMER ORDER NUMBER
GRAND TOTAL
0000548257
0000S48249
underlying Bills of Lading
HANDLING UNIT PACKAGE
COMMODITY DESCRIPTION LTL ONLY
Commodltl requlrlng.""",eJ or acldi1lonal cere or ......iOn In henclll"" or .fowl"" mus' be 10 r-"':"N:':"M':":F==C:::-:::#....::..;r-:::C"'"'LA-=S:":S:-l
H.M. QTY TYPE QTY TYPE WEIGHT
mar1<ed 800 packsged as 10 ensure safe tr.lIIlsporl8llon Mth ordinary care,
X
180 Ctn 3S01.6 BOOTSIFOOTWEARISHOES;SLIPPERS 8160 100
CARRIER SIGNATURE I PICKUP DATE
Carrier adc......OCflI .......pt of padceges .nd rlIQulred llIecerds. Carrier _fl..
emergency Infonnition was mllde aval.labfe and/or camer haa tnt DOT
em Quidebook or equtvalent atIon In the veNde.
--,Shlpper Signature
By Driver/pallaIs said to contain
180 .;
per
RECBIVEDubj<ct 10 individually dctcrmillod r.IC. or oontracts that luive been.gnod upon in writintI- the carrier and
shipper, if applicable. otherwise to the ntts, classifications and ru1c:s lhat have been established by \he carrier anclue ayailable to lhc
shipper. on requcsL The 3hippcr hereby certifies lhat hcllIbc is familiar with.n the ta1IB and conditimJ ofthlt NMFC Uniform
Straight Bill of Lading. inducUng thocIc: on the back tI1cRof, and the said Ic:mw and conditims are hc:rm)' agreed. to by the lhipper and
8 ted (or him'herself and hislher usi .
NOTE Llablll Limitation for loss or dama e In this shl ment ma
SHIPPER SIGNATURE I DA"rE unted:
Thls is to certify 1hat the ebove named mlterfals are property dasslfJed,
packaged, nuwtced and labeted, Mel are In proper condition for
tr.lnsportatlon accordIng 10 the applicable regulations of the DOT.
C By Driver/Pieces
neT 1 0 2000
{D0141132.1 }
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
MERVYNS HOLDINGS, LLC., et al.
Debtors.

Chapter 11

Case No. 08-11586 (KG)

(Jointly Administered)

Objections Due: December 16, 2008, at 4:00 p.m., EST

Hearing Date: December 23, 2008, at 10:00 a.m., EST

NOTICE OF HEARING MOTION FOR ALLOWANCE AND IMMEDIATE
PAYMENT OF KEDS CORPORATIONS ADMINISTRATIVE EXPENSE
CLAIM PURSUANT TO 11 U.S.C. 503(b)(1)

TO: The parties listed on the attached list:
PLEASE TAKE NOTICE that on November 25, 2008 (Eastern Standard Time), Keds
Corporation, a Massachusetts (Keds), by and through its undersigned counsel, filed a Motion
for Allowance and Immediate Payment of Keds Administrative Expense Claim Pursuant to 11
U.S.C. 503(b)(1).
PLEASE TAKE FURTHER NOTICE that any responses to the Motion must be in
writing and filed with the Bankruptcy Court on or before December 16, 2008 at 4:00 p.m.,
(Eastern Standard Time).
PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a
copy of the response upon the undersigned counsel on or before December 16, 2008 at 4:00 p.m.,
(Eastern Standard Time).
PLEASE TAKE FURTHER NOTICE that the hearing on this matter is scheduled for
December 23, 2008, at 10:00 a.m., (Eastern Standard Time) at the United States Bankruptcy
Court for the District of Delaware, 824 Market Street, 6
th
Floor, Courtroom 2, Wilmington,
{D0141132.1 }2
Delaware 19801 before the Honorable Kevin Gross, United States Bankruptcy Judge for the
District of Delaware.
IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE
COURT MAY GRANT THE RELIEF DEMANDED BY THE MOTION WITHOUT
FURTHER NOTICE OR HEARING.

Date: CAMPBELL & LEVINE, LLC
/s/ Ayesha S. Chacko
Kathleen Campbell Davis (DE No. 4229)
Ayesha S. Chacko (DE No.: 4994)
800 N. King Street, Suite 300
Wilmington, DE 19801
Tel: (302) 426-1900
Fax: (302) 426-9947
kdavis@camlev.com
achacko@camlev.com

Counsel to Keds Corporation.


{D0141134.1 }
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
MERVYNS HOLDINGS, LLC., et al.
Debtors.

Chapter 11

Case No. 08-11586 (KG)

(Jointly Administered)

Objections Due: December 16, 2008, at 4:00 p.m., EST

Hearing Date: December 23, 2008 at 10:00 a.m., EST

ORDER

Upon consideration of Keds Corporations Motion for Allowance and Immediate
Payment of Keds Corporations Administrative Expense Claim Pursuant to 11 U.S.C.
503(b)(1) in the above-referenced proceeding;
IT IS HEREBY ORDERED that:
1. The Motion is GRANTED.
2. Keds Corporations shall be allowed an administrative expense claim
pursuant to 11 U.S.C. 503(b)(1) of the Bankruptcy Code in the amount of $61,422.24.
3. The Debtors are directed to immediately pay the administrative expense
claim of Keds Corporation in the amount of $61,422.24.

IT IS SO ORDERED, this day of , 2008.

____________________________________
Honorable Kevin Gross
United States Bankruptcy Judge

{D0141133.1 }
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:
MERVYNS HOLDINGS, LLC., et al.
Debtors.

Chapter 11
Case No. 08-11586 (KG)

(Jointly Administered)


CERTIFICATE OF SERVICE
I, Ayesha S. Chacko, of Campbell & Levine, LLC, hereby certify that on
November 25, 2008, I caused a copy of the foregoing Motion for Allowance and
Immediate Payment of Keds Corporations Administrative Expense Claim Pursuant to 11
U.S.C. 503(b)(1) to be served upon the following parties by U.S. Mail:
Mark D. Collins, Esq.
Christopher M. Samis, Esq.
Daniel J. DeFranceschi, Esq.
L. Katherine Good, Esq.
Richards, Layton & Finger, P.A.
920 N. King Street
Wilmington, DE 19801
Counsel to Debtors

Jane M. Leamy, Esq.
Office of the U.S. Trustee
844 North King Street, Suite 2207
Lockbox 35
Wilmington, DE 19801
William P. Bowden, Esq.
Karen B. Skomorucha, Esq.
Ashby & Geddes, P.A.
500 Delaware Avenue, 8
th
Floor
Wilmington, DE 19899
Counsel to OCUC

Francis A. Monaco, Jr., Esq.
Womble, Carlyle, Sandridge & Rice
222 Delaware Avenue, Suite 1501
Wilmington, DE 19801
Counsel to Wachovia Bank NA
Howard S. Beltzer, Esq.
Wendy S. Walker, Esq.
Morgan, Lewis & Bockius LLP
101 Park Avenue
New York, NY 10178
Counsel to Debtors

Robert Sussman, Esq.
Cathy Hershcopf, Esq.
Jan Indyke, Esq.
Cooley, Goodward, Kronish LLP
The Grace Building
1114 Avenue of the Americas
New York, NY 10036
Counsel to OCUC
{D0141133.1 }
Jonathan Helfat, Esq.
Daniel Fiorillo, Esq.
Otterbourg, Stendler, Houston & Rosen
230 Park Avenue
New York, NY 10169
Counsel to Wachovia Bank NA


Under penalty of perjury, I declare that the foregoing is true and correct.



Date: November 26, 2008 /s/ Ayesha S. Chacko
Ayesha S. Chacko (DE No.: 4994)