UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE . . Chapter 11 . Mervyns Holdings, LLC, . et al., . . Debtors. .

Bankruptcy #08-11586 (KG) ............................................................. . WM Inland Adjacent, LLC, a . California Limited . Partnership, . . Plaintiff, . . v. . . Mervyns LLC, a California . Limited Liability Company, . and DOES 1 through 20, . inclusive, . . Adversary #09-50920 (KG) Defendants. . .............................................................. IN RE: Wilmington, DE May 11, 2012 11:03 a.m. TRANSCRIPT OF OMNIBUS HEARING AND STATUS CONFERENCE BEFORE THE HONORABLE KEVIN GROSS UNITED STATES BANKRUPTCY JUDGE APPEARANCES: For The Debtors: Christopher Samis, Esq. Richards Layton & Finger, PA One Rodney Square 920 North King St. Wilmington, DE, 19801

2 (Via Telephone) For WM Inland Adjacent, LLC: Brian Huben, Esq. Katten Muchin Rosenman, LLP 2029 Century Park East Suite 2600 Los Angeles, CA 90067 Annie Wells, Esq. Morgan Lewis & Bockius, LLP 101 Park Ave. New York, NY 10178 Ginger Mace Writer's Cramp, Inc. 6 Norton Rd. Monmouth Jct., NJ 08852 732-329-0191

For The Debtors:

Audio Operator: Transcribing Firm:

Proceedings recorded by electronic sound recording, transcript produced by transcription service.

3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 Fifth -THE COURT: MR. SAMIS: THE COURT: You know --- Omnibus Objection. -- for some reason, I dont have my you. MR. SAMIS: THE COURT: MR. SAMIS: Good morning, Your Honor, how are you? I am well. How are you? Couldnt get much THE CLERK: THE COURT: Please rise. Mr. Samis, good morning, good to see

Excellent, excellent.

better on a sunny Friday morning. THE COURT: Beautiful day. Beautiful. Dont forget

Mothers Day on Sunday, Mr. Samis. MR. SAMIS: THE COURT: MR. SAMIS: How could I, Your Honor? Thats right. Your Honor, just for the record, Chris

Samis from Richards Layton & Finger -THE COURT: MR. SAMIS: Yes. -- here today on behalf of the Debtors.

Your Honor, just moving right through the agenda very quickly, items 1 and 2 are both adjourned, but just let me give you a little bit of color on Mr. Navroth because that claim has been out there for a while. THE COURT: MR. SAMIS: Yes. This is agenda item #1, its the Twenty-

4 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 binder for this. MR. SAMIS: THE COURT: excuse me one minute. MR. SAMIS: THE CLERK: Certainly. I can get it, certainly, Your Honor. Oh -Forgive me, well get it. In fact,

(Pause in proceedings) THE COURT: I have to tell you, it has been wild the Thank you, Mr. Samis.

last few days, so forgive us. MR. SAMIS:

Your Honor, I saw the bankruptcy Youre the only Judge with anything

schedule this morning.

going on, so it seems like -THE COURT: And yesterday it was one of those wild

and crazies that went until like 7 oclock. MR. SAMIS: THE COURT: MR. SAMIS: THE COURT: MR. SAMIS: Oh, Im sorry to hear that. Oh, well. It happens. It does. Your Honor, Mr. Navroths claim is the

only open claim on the Twenty-Fifth Omnibus Objection to Claims. THE COURT: MR. SAMIS: Yes. Thats agenda item #1. It is adjourned.

Just to update Your Honor, we do have an agreement in principle with Mr. Navroth, were just waiting for a couple of

5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 final points to come to rest. Hes got a claim that is

working its way through the machinations of the California Workers Compensation Review -THE COURT: MR. SAMIS: Okay. -- which is an exceedingly complex

process, so there are qualifying medical examinations that need to occur, and theyre scheduled at different times. And

Im hoping that this one will be wrapped up and well finally have a stipulation for Your Honor probably at the July Omnibus Hearing. THE COURT: MR. SAMIS: THE COURT: Excellent. But it is being addressed. I knew it was, and thats fine. Thank

you, Mr. Samis, for the update. MR. SAMIS: No problem. Your Honor, also agenda

item #2, thats the Fifty-Fourth Omnibus Objection, the outstanding claims there are Macerich claims, and if my memory serves me correctly, one or both of these is tied up in the WM Inland adversary proceeding, which we are going to have a status conference on momentarily. THE COURT: MR. SAMIS: Yes. Your Honor, agenda item #3, that was the We did

Debtors Twelfth Motion to Extend the Removal Period. CNO that. Honor.

Im not sure if the CNO came over or not, Your

If not, I will have an order submitted immediately.

6 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 THE COURT: Im sure we have it, and I must have So I will

just, in the rush of things, not caught it. certainly be pleased to enter that order. MR. SAMIS:

Excellent, Your Honor, and if, for

whatever reason, you dont have a copy of the order, just let me know, well make sure one comes over immediately. THE COURT: MR. SAMIS: All right, thanks, Mr. Samis. Thank you, Your Honor. And that brings

us to agenda item #4, which is the status conference in the WM Inland adversary proceeding. THE COURT: MR. SAMIS: Yes. Your Honor, as you probably recall, we

had a placeholder evidentiary hearing scheduled for earlier in the week, on Tuesday, and as Your Honor may have expected, the cancellation of that evidentiary hearing portends good news, at least with respect to the evidentiary component of the dispute. Indeed as I understand it, the parties believe that

they are going to be able to resolve this matter solely arguing the law, but I will turn the presentation over to my co-counsel, Ms. Wells, so address that. And I believe Mr.

Huben is on the phone for WM Inland as well. THE COURT: Yes, thank you. Thank you, Mr. Samis.

And by the way, just -- I did just sign the Removal Order. MR. SAMIS: THE COURT: Terrific, thank you, Your Honor. You bet. Ms. Wells, good morning.

7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 MS. WELLS: Good morning, Your Honor. For the

record, Annie Wells with Morgan Lewis as co-counsel on behalf of the Debtors. First, my gratitude to the Court for allowing

me to participate telephonically, as I have been with these hearings. And second, I thank Mr. Samis for the introduction

and the background on the status conference in the adversary proceeding with WM Inland Adjacent, LLC, which Ill refer to as Macerich for shorthand. THE COURT: MS. WELLS: Okay. And as Mr. Samis had noted, even though

this is a status conference on the adversary proceeding, it is also indirectly a status conference on the omnibus objection to Macerichs claim in this case, which was item 2 on the agenda, being continued because the two are interrelated. So as Mr. Samis has stated, we cancelled the evidentiary hearing because I think the agreed to idea here is that the parties will move for summary judgment on what is probably a threshold issue, which is the priority of Macerichs claim. And the parties will be able to hopefully jointly stipulate to the facts that are material to that issue for summary judgment purposes, but I dont want to sort of unnecessarily foreclose or waive the right of either party to request an evidentiary hearing if it turns out that we need one. And well certainly

notify the Court if this approach, meaning the idea of a consensual stipulation of the facts, changes for whatever

8 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 reason. But I hope to know more and confirm that we wont

have any factual disputes once Mr. Huben provides his comments and input to the draft stipulation that will be circulated. understand that Mr. Huben had said those comments would be forthcoming very shortly. And once we finalize the stipulated I

facts, the parties believe that we will be able to agree on a briefing schedule and submit a Scheduling Order to Your Honor (indiscern.). And since we already have a date of, I believe,

July 12th as our next Omnibus Hearing, what were hoping is that if its acceptable to Your Honor, and depending on how much time will be allotted for that July 12th hearing, to use that as a holding date for the Summary Judgment Motions. And

thats sort of where we are today, and I know that Mr. Huben is also on the line, if I have misstated our understanding in any way. THE COURT: MR. HUBEN: Yes, Mr. Huben, good morning, sir. Good morning, Your Honor, Brian D.

Huben, Katten, Muchin, Rosenman, LLP, appearing on behalf of WM Inland Adjacent, LLC. Your Honor, I think Ms. Wells has I do have and am in the

accurately summarized where we are.

process of finalizing the revisions to the joint stipulation of facts. I do anticipate that well ultimately resolve this

by way of Cross Motions for Summary Judgment, and I think using the July 12th next Omnibus as a holding date and backing into a briefing schedule by way of consent order is probably

9 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 the best way to go. Its not anticipated at this point in

time, Your Honor, that well need to take any discovery to resolve any of the facts, but obviously, to the extent that we need to do that, well advise the Court and it may result in a modification of either the briefing or the hearing schedule. But I think Ms. Wells has accurately summarized it. THE COURT: All right, thats fine. And I do have

you on for 3 oclock on the 12th of July, and that should certainly give us -- I wont schedule anything after that hearing, so that would give us ample time, it would seem. MR. HUBEN: adequate, yes. THE COURT: And if you run into problems on the All right? So -Your Honor, Brian Huben, I think thats

schedule, well find another time for you.

but obviously, stipulated facts just make it that much easier to determine summary judgment; that way we dont have to deal with any issues of fact. And if worse comes to worst, your

stipulation will certainly very much narrow any factual issues, and perhaps I could even hear you on the evidence on the 12th of July for a couple of hours. goes. And I appreciate your efforts. So lets see how it And if everything works

out, then I will hear argument on July 12th. MR. HUBEN: is Brian Huben. THE COURT: All right, and I thank both of you. Very well, thank you, Your Honor. This

10 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 point -THE COURT: MR. SAMIS: Yes. -- I imagine that if the consent order Yes, very well. MR. SAMIS: Your Honor, just by way of a procedural

is agreed to on scheduling, we would simply submit that under certification of counsel. THE COURT: Of course, yes, certainly Mr. Samis,

that would be perfect. MR. SAMIS: Terrific. Your Honor, thats all we

actually have for today on the agenda, so -THE COURT: All right, well, I thank you all, and

Im going to give you all the rest of the day off. MR. SAMIS: THE COURT: and good day. MS. WELLS: THE COURT: Thank you, Your Honor. Thank you. Terrific. Thank you, Your Honor.

Okay, thank you all, good weekend to you

(Court adjourned)

11 1 2 3 4 5 6 7 8 9 10 CERTIFICATION I certify that the foregoing is a correct transcript from the electronic sound recording of the proceedings in the aboveentitled matter. 5/14/12 ___________________________ Signature of Transcriber __________ Date

UNITED STATES BANKRUPTCY COURT District of Delaware

In Re: Mervyn's Holdings, LLC 22301 Foothill Boulevard Hayward, CA 95541 EIN: 201447931 Mervyn's

Chapter: 11

Case No.: 0811586KG

NOTICE OF FILING OF TRANSCRIPT AND OF DEADLINES RELATED TO RESTRICTION AND REDACTION A transcript of the proceeding held on 05/11/2012 was filed on 06/05/2012 . The following deadlines apply: The parties have 7 days to file with the court a Notice of Intent to Request Redaction of this transcript. The deadline for filing a request for redaction is 06/26/2012 . If a request for redaction is filed, the redacted transcript is due 07/06/2012 . If no such notice is filed, the transcript may be made available for remote electronic access upon expiration of the restriction period, which is 09/04/2012 unless extended by court order. To review the transcript for redaction purposes, you may purchase a copy from the transcriber (see docket for Transcriber's information) or you may view the document at the clerk's office public terminal.

Clerk of Court Date: 6/5/12

(ntc)

Notice Recipients
District/Off: 03111 Case: 0811586KG User: GingerM Form ID: ntcBK Date Created: 6/5/2012 Total: 21

Recipients of Notice of Electronic Filing: ust United States Trustee USTPREGION03.WL.ECF@USDOJ.GOV aty Alexis L. Allen alexis.allen@morganlewis.com aty Ashley B. Stitzer bankserve@bayardlaw.com aty Charles R. Ekberg ekbergc@lanepowell.com aty Christopher M. Samis samis@rlf.com aty Christopher M. Samis samis@rlf.com aty Christopher M. Samis samis@rlf.com aty Daniel A. O'Brien dobrien@bayardlaw.com;bankserve@bayardlaw.com aty Daniel J. DeFranceschi defranceschi@rlf.com aty Henry S. David hdavid@davidfirm.com aty Julie A Finocchiaro finocchiaro@rlf.com aty Julie A. Finocchiaro finocchiaro@rlf.com aty Justin R. Alberto jalberto@bayardlaw.com aty Kristine GrigorianManoukian manoukian@rlf.com aty L. Katherine Good good@rlf.com aty Marc J. Phillips mphillips@cblh.com aty Mark D. Collins collins@RLF.com aty Neil B. Glassman bankserve@bayardlaw.com aty Tyler D. Semmelman semmelman@rlf.com TOTAL: 19 Recipients submitted to the BNC (Bankruptcy Noticing Center): db Mervyn's Holdings, LLC 22301 Foothill Boulevard aty Katisha D. Fortune Richards, Layton &Finger, P.A. Hayward, CA 95541 920 North King Street

Wilmington, DE 19801 TOTAL: 2