IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: MERVYNS HOLDINGS, LLC, et al, X X Case

No. 08-11586 (KG) X (Jointly administered) X Chapter 11 X Proposed Hearing Date: X February 25, 2009 10 a.m X Proposed Objection Deadline: Debtors X February 18, 2009 4 p.m ______________________________________________________________________________ SUPPLEMENT TO FIRST AMENDED MOTION OF MAIN RIVER PARTNERS, LLC FOR ALLOWANCE OF AND REQUEST FOR PAYMENT OF ADMINISTRATIVE CLAIM FOR DEBTORS STORE NUMBER 43 IN NORTH MAIN SHOPPING CENTER, CORONA CALIFORNIA ______________________________________________________________________________ Main River Partners, LLC, by and through its attorneys Rashti and Mitchell, hereby files this supplement to first amended motion (Motion) seeking allowance and payment of its administrative expense claim and, in support hereof, states as follows: Jurisdiction 1. This Court has jurisdiction to hear and decide this motion pursuant to 28 USC Sections 157 and 1334. 2. This matter is a core proceeding under 28 USC sections 157(b). 3. Venue is proper before this Court pursuant to 28 USC section 1408 and 1409. 4. The statutory basis for the relief requested herein are sections 105(a), Sections 503(b), 507(a)(1) and 365(d)(3) of the United States Bankruptcy Code. Background 5. On July 29, 2008 (the Petition Date) the Debtors each filed voluntary petitions for

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relief pursuant to chapter 11 of Title 11 of the United States Code (the Bankruptcy Code). 6. Debtors operated a department store (the North Main Premises) in North Main Shopping Center, Corona California. Main River Partners, LLC is the owner of North Main Shopping Center, Corona California and is the landlord of the North Main Lease for the North Main Premises. 7. The lease for the North Main Premises is dated October 5, 1977 and is by and between Main River Partners, LLCs predecessor in interest as landlord, and Debtor Mervyns, a California corporation, as tenant (the Lease). In Main River Partners, LLCs First Amended Motion of Main River Partners, LLC For Allowance of and Request for Payment of Administrative Claim for Debtors Number 43 in North Main Shopping Center, Corona California filed herein on December 23, 2008 under Docket # 1303 (herein referred to as the Main River Partners Request), Main River Partners, LLC inadvertently referred to the Lease as dated October 5, 2007 in the first sentence of Section 7 of said Main River Partners Request filed herein on December 23, 2008 under Docket # 1303. The correct date of the lease is October 5, 1977. The Lease has been amended several times, including but not limited to July 27, 2007 wherein by letter agreement the term of the Lease was extended through July 31, 2013. The Lease is too voluminous to be attached hereto, but is available upon request. A copy of the letter agreement dated July 27, 2007 extending the lease term through July 31, 2013 was attached to the Main River Partners Request filed herein on December 23, 2008 under Docket # 1303 as Exhibit Aand incorporated herein the same as if fully copied and set forth at length. 8. In conclusion pursuant to applicable bankruptcy law, Main River Partners, LLC files and hereby makes the requests set forth in Main River Partners Request filed herein on
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December 23, 2008 under Docket # 1303. Main River Partners, LLC requests such other relief, both legal and equitable, to which it may show itself entitled. DATED: January 7, 2009 Respectfully submitted, RASHTI AND MITCHELL ATTORNEYS AT LAW By: /s/ Timothy T. Mitchell Timothy T. Mitchell Texas State Bar Number 14223000 Donna Kaye Rashti Texas State Bar Number 16553400 4422 Ridgeside Drive Dallas, Texas 75244 Phone (972) 490-1929 Fax (972) 503-9611 Attorneys for Main River Partners, LLC

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UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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

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

CERTIFICATE OF SERVICE I, Timothy T. Mitchell, Esquire, hereby certify that on January 7, 2009 I served a copy of the Supplement to First Amended Motion of Main river Partners, LLC for allowance of and request for payment of administrative claim for Debtors store Number 43 in North Main Shopping Center, Corona California on the parties listed on the attached service list, in the manner there indicated.

/s/ Timothy T. Mitchell Timothy T. Mitchell

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VIA First Class Mail Mark D. Collins, Esq. Richards Layton & Finger One Rodney Square PO Box 551 Wilmington, DE 19899 Howard S. Beltzer Wendy S. Walker Morgan Lewis & Bockius LLP 101 Park Avenue New York, NY 10178-0060 Karen B. Skomorucha Ashby & Geddes, P.A. 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 United States Trustee 844 King Street, Room 2207 Lockbox #35 Wilmington, DE 19899-0035 David M. Fournier Pepper Hamilton LLP Hercules Plaza, Suite 5100 1313 N. Market Street Wilmington, DE 19801 Jay R. Indyke Cooley Goodward Kronish LLP The Grace Building 1114 Avenue of the Americas New York, NY 10036-7798 Frank Monaco Womble Carlyle Sandridge & Rice 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801

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