Docket #4538 Date Filed: 2/2/2010

IN TIIE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

ln re:
MERVYN'S HOLDINGS, LLC, 9! gt,r
Debtors.

)
)

ChaPter l1 case No. 08-11586(KG)

)
)

)
)

Jointly Administered
Re: Docket No.4411

Al'lD RETENTION oRDER (SECOND) EXTANDING THE SCOPE OF EMPLOYMENT Y rr]\Irr r r D IFEIE'E '-TTVf,' NITNC PRO TI]NC TO NOVEMBER 30' 2()O9
Application")2 Upon the second supplemental application (the "second S-lrpplelnental

of

of the Banlsuptcy Code, authorizing the Debtors for an order pursuant to Sections 327 and 328
them to expand the scope of employment and retention of Ernst provide certain additional tax advisory services, nlt,rc

&

Young LLP ("8&Y") to

pro

ttutc to November 30, 2009, and it

Application having been appearing that due and adequate notice of the Second Supplemental given and that no other notice need be given; and

it

appearing that E&Y neither holds nor

to the matters upon which represents and interest adverse to the Debtors' estates with respect
they are to be engaged; and

it

appearing that

E&Y is a "disinterested person," as the term is

defined in Section l0l(14) of the Bankruptcy Code; and

it

appearing that the relief requested in

estates and their the Second Supplemental Application is in the best interest of the Debtors'

pursuant to 28 U.S.C. creditors; and it appearing that this Court has jurisdiction over this matter proceeding is a core proceeding pursuant to 28 U.S'C' $$ ISZ and 1334; and it appearing that this

157(bX2); and

it

appearing that venue

of this

proceeding and the Second Supplemental

I 2

numbers, are Tte Debtors in these cases, along rvith the last four digits of their federal tax identification (4456) and Mervyn's Brands, LLC (8850)' Mrrnyn', Holdings, LLc (j405),-Mervyn's LLC
set forth in the second Supplemental Capitalized terms used but not defined herein shall have the meaning

Application.
DBtl612'12957.2

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0q/v*"" #Q 0811586100202000000000003

1408 and 1409; and after due Application in this District is proper pursuant to 29 U'S'C. $$ deliberation and sufficient cause appearing therefore, it is hereby
granted; and it is further ORDERED, that the Second Supplemental Application is hereby

ORDERED,thattheSOWsareapproved;anditisfuither of the Bankruptcy Code, oRDERED, that in accordance with Section32T(a) and 328(a)
and retention in these the Debtors are authorized to expand the scope of E&Y's employment
cases

the SOWs, and to pay for E&y to provide the Additional rax Services in accordance with

fees to

E&y on the terms and at the times

specified in the SOWs, effective nunc pro twtc to

November 30, 2009, and it is ftnlher ORDERED, that

E&y

shall be compensated and reimbursed pursuant to Section 328(a)

to the procedures of the Bankruptcy Code in accordance with the terms of the SOWs, and subject Procedure, the Local Rules set forth in the Bankruptcy Code, the Federal Rules of Bankruptcy

of

District of Bankruptcy practice and procedure of the United States Banlcruptcy Court for the of Delaware, Delaware, guidelines established by the office of the U.S. Trustee for the Dishict
and any other applicable orders of this Court; and

it is further

Delaware shall be ORDERED, that the offrce of the U.S. Trustee for the District of entitled to review

E&y's

fees and expenses under the standard set forth in Section 330 of the

Bankruptcy Code; and it is further

the provisions ORDERED, that, lotrvithstalding anything in this Order to the contrary,

of the fifth ordering paragraph of the Orcler Authorizirtg the Debtors and Debtors in

Possessiorr

to

Retaitt Erttst

&

yotutg LLP as Tr.:r Senices Pro'ticler Nwtc Pro Tunc to Attgtrst 13, 2008,

entered by this Court on October 2, 2008, shall remain

in full force and effect; and it is further

DBv642'12951.2

Rl-Fl3532718v.l

of Rules 6004(9), 7062, and ORDERED, that, nofwithstanding the possible applicability
and conditions of this order shall be 9014 of the Bankruptcy Rules, or otherwise, the terms

it is fr[ther immediately effective and enfolceable upon its enhy; and

to all matters arising from or ORDERED, that this Court retains jurisdiction with respect
related to the implementation of this Order'

2010
are

TTIE H

D8116427295'12

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