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: November 17, 2008 at 4:00 p.m., EST Hearing Date: November 25, 2008 at 10:00 a.m., EST

MOTION FOR ALLOWANCE AND IMMEDIATE PAYMENT OF WICKED FASHIONS, INC.S ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503(b)(1) and 507(a)(2) Wicked Fashions, Inc. (WFI), by and through its counsel, Greenberg Traurig, LLP, hereby requests the entry of an Order pursuant to Sections 503(b)(1) and 507(a)(2) of Title 11 of the United States Code, as amended (the Bankruptcy Code), allowing and directing the immediate payment of WFIs administrative expense claim (the Motion); and in support thereof, respectfully states as follows: JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. 1334.

Consideration of this Motion is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. FACTUAL BACKGROUND A. Filing of Debtors Bankruptcy Cases 2. On July 29, 2008 (the Petition Date), Mervyns Holdings, LLC, Mervyns LLC

and Mervyns Brands, LLC (collectively, the Debtors) filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code with this Court. The Debtors continue to operate their

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business and manage their property as debtors-in-possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code. B. The Debtors Business 3. The Debtors 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 are clothing and related products. C. Debtors Post-Petition Purchases from WFI 4. In order for the Debtors to preserve the value of their estates and operate their

business in the hopes of confirming a plan of reorganization, they needed to purchase goods for resale in its retail stores. 5. 6. WFI is a vendor of clothing and related merchandise. WFI, in the ordinary course of its business, delivered at the specific instance and

request of the Debtors purchasing agents after the Petition Date, clothing in the aggregate amount of $2,754,791.17 (the Goods). Copies of the invoices for the Goods are annexed hereto as Exhibit A. After deducting prepayments and charge backs, there remains due and owing to WFI, the sum of $1,377,329.08 from the Debtors with respect to the Goods (the WFI Administrative Expense Claim). 7. 8. All of the Goods were ordered by the Debtors after the Petition Date. WFI has not been fully paid for the aforementioned deliveries, nor have the

Goods been returned to WFI by the Debtors. 9. The Goods were delivered by WFI in the ordinary course of both WFIs and the

Debtors business as post-petition sales of merchandise designed to preserve the value of the Debtors estates and develop a plan of reorganization for the Debtors.

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10.

On or about October 16, 2008, the Debtors informed WFI that a check for the

partial payment of the Goods in the amount of $1,290,754.14 was prepared and would be mailed to WFI immediately (the Check). 11. As evidence of the alleged payment for the post-petition Goods shipped by WFI,

Mervyns posted a copy of the Check no. 501485 dated October 16, 2008, on the internet. A copy of the internet screen shot of the Check and attached remittance advise is annexed hereto as Exhibit B. 12. Thereafter, on October 20, in response to WFIs request for a shipping tracking

number for the Check, Carol Nielsen, the Debtors Senior Manager Trade Payables and Vendor Relations, sent an e-mail to Jason Lee, WFIs Credit Manager, informing Mr. Lee that the Check would not be sent: The check wasn't sent. We need authorization from our banks to send the checks [from] 10/16 and 10/20. We do not want to send a check that won't be honored so we are working with the banks to confirm if they will be honored before we send them out. A copy of Ms. Nielsens e-mail is annexed hereto as Exhibit C. 13. Thereafter, on October 23, 2008, Regina Barreda, the Debtors Vendor Relations

Specialist, sent WFI an e-mail, informing WFI that the Check will not be honored by the bank and will be void. This check will not be replaced and you would need to follow the normal bankruptcy process. A copy of Ms. Nielsens e-mail is annexed hereto as Exhibit D. 14. On October 28, 2008, WFI filed an Administrative Proof of Claim for the balance

due for the Goods in the amount of $1,377,329.08.1

WFIs Proof of Claim constitutes prima facie evidence of the validity and amount of the claim[s] in accordance with Rule 3001(f) of the Bankruptcy Rules. In re Bertelt, 206 B.R. 587, 594 (Bankr. M.D. Fla. 1996). See also In re Allegheny Intl, Inc., 954 F.2d 167, 173 (3d Cir. 1992); In re King Street Investments, Inc., 219 B.R. 848, 858 (9th Cir. BAP 1998); In re Bova, 211 B.R. 803, 811 (Bankr. E.D. Pa. 1997); In re Priest, 204 B.R. 53, 56 (Bankr. D. Nev. 1996); In re Britt, 199 B.R. 1000, 1008 (Bankr. N.D. Ala. 1996).

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15.

The Goods were clearly shipped by WFI and received by the Debtors after the

Petition Date and constitute an administrative claim. Moreover, the Debtors provided written confirmation of their acknowledgment of at least $1,290,754.14 of WFIs administrative claim by providing WFI with a copy of the Check. 16. The Debtors have no valid excuse for stopping payment and refusing to deliver

the Check to WFI as the sum is presently due and owing to WFI. RELIEF REQUESTED 17. The amount currently due and owing to WFI for the Goods received by the

Debtors in the amount of $1,377,329.08 is compensable as an administrative claim pursuant to 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. 18. 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, includingthe actual, necessary costs and expenses of preserving the estate 11 U.S.C. 503(b)(1)(a). 19. Here, there is no dispute that WFI sold the Goods to the Debtors after the Petition

Date and in the ordinary course of the Debtors business. 20. Furthermore, the Goods were received by the Debtors in Possession as part of

their attempt to continue its business and develop and implement a plan of reorganization. Finally, the value of the Goods is indicated by the agreed purchase prices set forth in the invoices for the Goods. See In re Blumer, 95 B.R. 143, 147 (9th Cir. B.A.P. 1988) citing 2 Collier on Bankruptcy 364.02 (15th Ed. 1988) and 3 Collier on Bankruptcy 503.04 [1][a][i] (extension of

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credit to a trustee on debtor-in-possession in the ordinary course of business gives rise to a claim allowable as an administrative expense under Section 503(6)(1)). 21. The Court should require that the Debtors immediately pay the WFI

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. 22. Here, immediate payment will not prejudice the Debtors or other creditors

because, upon information and belief, the Debtors have obtained post-petition financing, have authority from the Court to use cash collateral, and have paid other administrative claims. 23. Further, under Section 1129(a)(9) of the Bankruptcy Code, the Debtors will

ultimately be required to provide for and make payment of the WFI Administrative Expense Claim in a plan of reorganization. See 11 U.S.C. 1129(a). Thus, other creditors will not be harmed by the payment of the WFI Administrative Expense Claim at this time. 24. counterclaim. 25. WFI is entitled to immediate payment of the WFI Administrative Expense Claim The WFI Administrative Expense Claim is not subject to any setoff or

[Signature on next page]

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WHEREFORE, WFI respectfully requests the entry of an Order of this Court (i) allowing the WFI Administrative Expense Claim in the amount of $1,377,329.08, the balance due for the post-petition Goods; (ii) directing the Debtors to immediately pay WFI the full amount of the WFI Administrative Expense Claim; and (iii) granting WFI such further and additional relief as the Court may deem just and proper.

Date: October 28, 2008

GREENBERG TRAURIG, LLP /s/ Dennis A. Meloro Victoria Watson Counihan (No. 3488) Dennis A. Meloro (No. 4435) The Nemours Building 1007 North Orange Street Suite 1200 Wilmington, DE 19801 Tel: 302.661.7000 Fax: 302.661.7360 - and Alan J. Brody, Esq. 200 Park Avenue Florham Park, NJ 07932 Tel: 973.360.7900 Fax: 973.301.8410 Counsel for Wicked Fashions, Inc.

DEL 86,236,916v2 10-28-08

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: MERVYNS HOLDINGS, LLC., et al.1 Debtors.

Chapter 11 Case No. 08-11586 (KG) (Jointly Administered)

Objections Due: November 17, 2008 at 4:00 p.m., EST Hearing Date: November 25, 2008 at 10:00 a.m., EST

NOTICE OF MOTION FOR ALLOWANCE AND IMMEDIATE PAYMENT OF WICKED FASHIONS, INC.S ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503(b)(1) and 507(a)(2) PLEASE TAKE NOTICE that, on October 28, 2008, Wicked Fashions, Inc. filed the Motion for Allowance and Immediate Payment of Wicked Fashions, Inc.s Administrative Expense Claim Pursuant to 11 U.S.C. 503(b)(1) and 507(a)(2) (the Motion) with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801 (the Bankruptcy Court). PLEASE TAKE FURTHER NOTICE that, any responses or objections to the Motion must be in writing, filed with the Clerk of the Bankruptcy Court, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, and served upon and received by the undersigned counsel at a date on or before 4:00 p.m. on November 17, 2008. PLEASE TAKE FURTHER NOTICE that, if any objections or responses are received a hearing with respect to the Motion will be held on November 25, 2008 at 10:00 a.m. before The Honorable Kevin Gross at the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 6th Floor, Wilmington, Delaware 19801.

The Debtors in these cases, along with the last four digits of the federal tax identification number for each of the Debtors, are Mervyns Holdings L.L.C. (3405), Mervyns LLC (4456) and Mervyns Brands, LLC (8850).

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IF NO OBJECTIONS TO THE MOTION ARE TIMELY FILED, SERVED AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE MOTION WITHOUT FURTHER NOTICE OR HEARING. Dated: October 28, 2008 Wilmington, Delaware GREENBERG TRAURIG, LLP

___/s/ Dennis A. Meloro____________ Victoria Watson Counihan (No. 3488) Dennis A. Meloro (No. 4435) The Nemours Building 1007 North Orange Street Suite 1200 Wilmington, DE 19801 Tel: 302.661.7000 Fax: 302.661.7360 - and Alan J. Brody, Esq. 200 Park Avenue Florham Park, NJ 07932 Tel: 973.360.7900 Fax: 973.301.8410 Counsel for Wicked Fashions, Inc.

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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) Ref. Docket No. ____

ORDER GRANTING MOTION FOR ALLOWANCE AND IMMEDIATE PAYMENT OF WICKED FASHIONS, INC.S ADMINISTRATIVE EXPENSE CLAIM PURSUANT TO 11 U.S.C. 503(b)(1) and 507(a)(2) Upon consideration of Wicked Fashions, Inc.s Motion for Allowance and Immediate Payment of Wicked Fashions, Inc.s Administrative Expense Claim Pursuant to 11 U.S.C. 503(b)(1) and 507(a)(2) (the Motion); IT IS HEREBY ORDERED that: 1. 2. The Motion is GRANTED. Wicked Fashions, Inc. shall be allowed an administrative expense

claim pursuant to 11 U.S.C. 503(b)(1) and 507(a)(2) in the amount of $1,377,329.08. 3. The above-captioned debtors are directed to immediately pay the

administrative expense claim of Wicked Fashions, Inc. in the amount of $1,377,329.08. Dated: November __, 2008

___________________________________ Honorable Kevin Gross United States Bankruptcy Judge

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