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

,1 Debtors. ------------------------------------------------------------- X SUMMARY OF TWELFTH MONTHLY APPLICATION OF COOLEY GODWARD KRONISH LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD JULY 1, 2009 THROUGH JULY 31, 2009 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Cooley Godward Kronish LLP The Official Committee of Unsecured Creditors September 24, 2008 nunc pro tunc to August 7, 2008 Chapter 11 Case No.: 08-11586 (KG)
Hearing Date: TBD if necessary Objection Deadline: September 8 2009 at 4:00 p.m. 7,

Period for which compensation and reimbursement is sought: Amount of Compensation sought as actual, reasonable and necessary: 80% of Compensation sought as actual, reasonable and necessary: Amount of Expense Reimbursement sought as actual, reasonable and necessary: This is a(n): X Monthly __ Interim

June 1, 2009 through July 31, 2009

$220,258.00

$176,206.40

$15,360.25 __ Final Fee Application

The total time expended in connection with the preparation of this fee application is not included in this application, as such time was expended after the Compensation Period.

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, LLC (7931); Mervyns LLC (4456); and Mervyns Brands, LLC (8850).
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0q/v)(1

0811586090817000000000009

)s

This is the twelfth monthly application of Cooley Godward Kronish LLP. The following table summarizes Cooley Godward Kronish LLPs prior request for compensation and reimbursement of expenses in these cases:
Application Date Filed Period Covered 8/7/08 through 8/31/08 9/1/08 through 9/30/08 10/1/08 through 10/31/08 11/1/08 through 11/30/08 12/1/08 through 12/31/08 1/1/09 through 1/31/09 2/1/09 through 2/28/09 3/1/09 through 3/31/09 4/1/09 through 4/30/09 5/1/09 through 5/31/09 6/1/09 through 6/30/09 Fees Requested $404,357.00 Expenses Requested $8,059.25 Fees Approved Expenses Approved $8,059.25

First Monthly Application Second Monthly Application Third Monthly Application Fourth Monthly Application Fifth Monthly Application Sixth Monthly Application Seventh Monthly Application Eighth Monthly Application Ninth Monthly Application Tenth Monthly Application Eleventh Monthly Application

10/10/08

$323,485.60 (80%) $380,972.00 (80%) $321,966.80 (80%) $141,626.80 (80%) $179,458.00 (80%) $278,691.60 (80%) $210,806.00 (80%) $199,900.60 (80%) $374,502.80 (80%) $351,178.00 (80%) $356,212.00 (80%)

11/4/08

$476,215.00

$7,614.23

$7,614.23

11/21/08

$402,458.50

$17,924.56

$17,924.56

12/23/08

$177,033.50

$8,302.56

$8,302.56

1/23/09

$224,322.50

$41,965.82

$41,965.82 $12,587.22

2/19/09

$348,364.50

$12,587.22

3/24/09

$263,507.50

$14,050.42

$14,050.42

4/21/09

$249,875.75

$23,150.59

$23,150.59

5/21/09

$468,128.50

$19,054.14

$19,054.14

6/15/09

$438,972.50

$36,172.44

$36,172.44

7/20/09

$445,265.00

$37,521.81

$37,521.81

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SUMMARY OF PROFESSIONAL SERVICES

Name of Professional Person
Position of the Applicant, Number of Years in that Position, Year of Obtaining License to Practice, Area of Expertise Partner since 1998; Member of New York Bar since 1982; Area of Expertise: Bankruptcy Partner since 2003; Member of New York Bar since 1978; Area of Expertise: Bankruptcy Partner since 2002; Member of New York Bar since 1989; Area of Expertise: Bankruptcy Partner since 1994; Member of New York Bar since 1987; Area of Expertise: Real Estate Associate since 2000; Member of New York Bar since 1995; Area of Expertise: Bankruptcy Special Counsel since 2009; Member of California Bar since 1997; Area of Expertise: Litigation Associate since 2003; Member of New York Bar since 2004; Area of Expertise: Bankruptcy Associate since 2008; Member of Massachusetts Bar since 2004; Area of Expertise: Litigation Associate since 2007; Member of New York Bar since 1999; Area of Expertise: Bankruptcy Associate since 2008; Member of New York Bar since 2006; Area of Expertise: Bankruptcy Associate since 2008; Member of New York Bar since 2006 and Massachusetts Bar since 2009; Area of Expertise: Litigation Associate since 2008; Member of California Bar since 2007; Area of Expertise: Litigation Associate since 2007; Member of California Bar since 2007; Area of Expertise: Litigation Associate since 2007; Member of California Bar since 2007; Area of Expertise: Litigation Hourly Billing Rate Total Billed Hours Total Compensation

Jay R. Indyke

$785

21.8

$17,113.00

Ronald R. Sussman

$760

65.5

$49,780.00

Cathy R. Hershcopf

$705

7.8

$5,499.00

Alan Cohen

$650

0.5

$325.00

Nicholas Smithberg

$580

5.8

$3,364.00

Dennis Crovella

$575

7.7

$4,427.50

Seth Van Aalten

$530

23.4

$12,402.00

Jennifer Stewart

$530

83.9

$44,467.00

Gustavo A. Ordonez

$495

42.2

$20,889.00

Richelle Kalnit

$435

5.4

$2,349.00

Maria Ostrovsky

$435

36.5

$15,877.50

Kathryn Ruff

$390

34.0

$13,260.00

Erin Dominguez

$345

10.1

$3,484.50

Peter Colosi

$345

48.0

$16,560.00

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Laura Laughlin

Troy Dunham Margaret Baer Nancy Cunningham Erik A. Kruger Total Fees Total Hours Blended Rate

Associate since 2008; Member of New York Bar since 2009; Area of Expertise: Litigation Electronic Discovery Manager Reference Librarian Paralegal Paralegal

$295

24.0

$7,080.00

$310 $235 $210 $190

5.5 0.7 4.3 3.2 430.3

$1,705.00 $164.50 $903.00 $608.00 $220,258.00

$511.87

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SUMMARY OF SERVICES BY TASK CODE Task Code B01 B02 B03 B04 B05 B06 B07 B08 B09 B10 B11 B12 B13 B14 B15 B16 B17 B18 B19 B20 B21 B22 B23 B24 Description Hours Amount

Asset Analysis and Recovery Asset Disposition Business Operations Case Administration Claims Employee Benefits/Pensions Fee/Employment Applications Fee/Employment Objections Financing and Cash Collateral Litigation Meetings Plan and Disclosure Statement Relief from Stay Proceedings Travel Accounting/Auditing Business Analysis Corporate Finance Leases and Executory Contracts Preparation For and Attendance at Court Hearings Reconstruction Accounting Tax Issues Valuation Avoidance Actions Regulatory Compliance TOTALS BY TASK CODE

3.8 0.4 1.1 2.4 17.0 2.7 7.3 -0.7 380.6 7.1 --4.8 ---2.1 0.3 -----430.3

$2,676.00 $304.00 $863.50 $1,754.50 $11,736.50 $1,317.50 $4,433.50 -$371.00 $187,805.50 $5,344.00 --$2,303.50 ---$1,113.00 $235.50 -----$220,258.00

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SUMMARY OF ACTUAL AND NECESSARY EXPENSES

Subject Matter Categories Meals Parking and Taxi Mileage, Parking and Tolls Federal Express Fax Postage Research Databases / Document Retrieval Reproduction of Documents Telephone Hard Drive Audio/Video Conferencing Services TOTAL EXPENSES REQUESTED Amount $171.34 $119.50 $145.59 $209.29 $2.00 $2.41 $14,182.76 $327.60 $18.79 $175.19 $5.78 $15,360.25

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ------------------------------------------------------------- X In re: MERVYNS HOLDINGS, LLC, et al., 1 Debtors. ------------------------------------------------------------- X TWELFTH MONTHLY APPLICATION OF COOLEY GODWARD KRONISH LLP, LEAD COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD JULY 1, 2009 THROUGH JULY 31, 2009 TO THE HONORABLE KEVIN GROSS, UNITED STATES BANKRUPTCY JUDGE: Cooley Godward Kronish LLP (Applicant), lead counsel to the Official Committee of Unsecured Creditors (the Committee) of Mervyns Holdings, LLC and its affiliated debtors and debtors-in-possession (collectively, the Debtors) in the above-captioned jointly administered chapter 11 cases, respectfully represents: INTRODUCTION 1. This is Applicants twelfth monthly application (the Application) for allowance Chapter 11 Case No.: 08-11586 (KG)
Hearing Date: TBD if necessary Objection Deadline: September 7, 2009 at 4:00 p.m.

of compensation and reimbursement of expenses pursuant to section 331 of chapter 11 of title 11 of the United States Code (the Bankruptcy Code), the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), the Local Rules of Bankruptcy Practice and Procedure of the United

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, LLC (7931); Mervyns LLC (4456); and Mervyns Brands, LLC (8850).

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States Bankruptcy Court for the District of Delaware (the Local Rules) and this Courts Administrative Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals, dated August 27, 2008 (the Interim Compensation Order) (Doc. No. 333). 2. This Application seeks an interim allowance of compensation for legal services

rendered by Applicant in the total amount of $220,258.00 and reimbursement of certain actual and necessary expenses incurred by (or first billed by outside vendors to) Applicant in the amount of $15,360.25 for the period of July 1, 2009 through July 31, 2009 (the Compensation Period), all as more fully set forth below. Pursuant to the Interim Compensation Order, if no objections are filed to this Application, the Debtors are authorized to pay Applicant 80% of its fees, in the amount of $176,206.40, and 100% of its expenses. This Application complies with the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and the Interim Compensation Order. BACKGROUND 3. On July 29, 2008, the Debtors filed voluntary petitions for relief under chapter 11

of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors continue to operate their businesses and properties as debtors-in-possession. appointed in these cases. 4. On August 7, 2008, the Committee was appointed in these cases by the Office of No trustee or examiner has been

the United States Trustee for the District of Delaware (the US Trustee), consisting of the following seven members: (i) Li & Fung USA; (ii) Levi Strauss & Co.; (iii) R.R. Donnelly & Sons Company; (iv) VF Corporation; (v) The Macerich Company; (vi) DDR MDT MV Holdings

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II LLC; and (vii) The CIT Group/Commercial Services, Inc. On that same day, the Committee decided to employ Applicant as its lead counsel and BDO Seidman, LLP (BDO) as its financial advisors. On August 14, 2008, the Committee decided to employ Ashby & Geddes, P.A. as its local counsel. 5. On September 2, 2008, the Committee filed that Application to Retain and

Employ Cooley Godward Kronish LLP as Lead Counsel to the Official Committee of Unsecured Creditors, Nunc Pro Tunc to August 7, 2008 (Doc. No. 372), as to which there was no objection. Applicants retention was approved by order of the Court entered September 24, 2008 (Doc. No. 513). 6. Pursuant to the Interim Compensation Order, Applicant is required to file monthly

fee applications with this Court. If no objections are filed to this Application, the Debtors are authorized to pay Applicant 80% of its fees and 100% of its expenses. JURISDICTION AND STATUTORY PREDICATES 7. This Court has jurisdiction to consider this Application pursuant to 28 U.S.C.

1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief requested herein are 105(a), 330 and 331 of the Bankruptcy Code and Bankruptcy Rule 2016. SERVICES RENDERED DURING COMPENSATION PERIOD 8. During the Compensation Period, Applicants services to the Committee included

professional advice and representation in connection with discreet categories in these chapter 11 cases. The aggregate hours and amount for each category is set forth below and on the summary sheet to this Application.

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9.

During the Compensation Period, Applicant, on behalf of and in consultation with

the Committee, maintained an active role in these chapter 11 cases. 10. To apprise this Court of the legal services rendered during the Compensation

Period, Applicant sets forth the following summary of legal services rendered. The summary is intended only to highlight the general categories of services performed by Applicant on behalf of the Committee during the Compensation Period. It is not intended to set forth each and every item of professional services which Applicant performed. Asset Analysis and Recovery 11. recovery. properties. 12. Applicant expended 3.8 hours of time for a charge of $2,676.00 for services This category includes time expended by Applicant relating to asset analysis and Services rendered in this project category include matters related to the MDS

rendered with respect to matters relating to asset analysis and recovery. Asset Disposition 13. This category includes time expended by Applicant relating to asset disposition.

Services rendered in this category include the review of rejection motions. The time spent in this category was de minimis in nature. 14. Applicant expended 0.4 hours of time for a charge of $304.00 for services

rendered with respect to matters relating to asset disposition. Business Operations 15. This category includes time expended by Applicant relating to business

operations. Services rendered in this category include review of the Debtors operating reports. The time spent in this category was de minimis in nature.

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16.

Applicant expended 1.1 hours of time for a charge of $863.50 for services

rendered with respect to matters relating to business operations. Case Administration 17. This category includes time expended by Applicant relating to a variety of

activities concerning the day-to-day management and prosecution of these chapter 11 cases. Services rendered in this project category include regular contact with the Debtors and creditors concerning various financial analyses and the status of the various litigations. 18. Applicant expended 2.4 hours of time for a charge of $1,754.50 for services

rendered with respect to matters relating to case administration. Claims 19. This category includes time expended by Applicant with respect to various claims

asserted against the Debtors. Applicant spent time in this category on, among other things, reviewing various administrative payment motions, reviewing various orders approving administrative claims, reviewing claims objections, conferring with creditors regarding claims, conferring with the Debtors regarding the claims reconciliation process and corresponding with the Committee concerning the same. 20. Applicant expended 17.0 hours of time for a charge of $11,736.50 for services

rendered with respect to claims matters. Employee Benefits/Pensions 21. This category includes time expended by Applicant with respect to employee Applicant spent time in this category attending to issues related to the

benefits/pensions.

pending WARN litigation.

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22.

Applicant expended 2.7 hours of time for a charge of $1,317.50 for services

rendered with respect to the handling of employee benefit/pensions matters. Fee/Employment Applications 23. This category includes time expended by Applicant on matters concerning the

retention and compensation of various professionals in the Debtors bankruptcy cases. Applicant spent time during the Compensation Period on, among other things, reviewing monthly fee applications of the Debtors professionals and preparing Applicants eleventh monthly application for payment of compensation and reimbursement of expenses. 24. Applicant expended 7.3 hours of time for a charge of $4,433.50 for services

rendered with respect to matters relating to fee/employment applications. Financing and Cash Collateral 25. This category includes time expended by Applicant on matters concerning

financing and cash collateral. Applicant spent time during the Compensation Period reviewing a motion seeking return of escrowed funds. The time spent in this category was de minimis in nature. 26. Applicant expended 0.7 hours of time for a charge of $371.00 for services

rendered with respect to matters relating to financing and cash collateral. Litigation 27. This category includes time expended by Applicant with respect to litigation Applicants time in this category was

matters or contested hearings against third parties.

primarily devoted to issues concerning litigation surrounding (i) the Debtors prepetition activities including, inter alia, the sale of Mervyns Holdings, LLC by The Target Corporation to Sun Capital Partners, Inc., Cerberus Capital Management, L.P., Lubert-Adler and Klaff Partners,

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L.P. in 2004 (the 2004 Transaction) and (ii) the avoidance of the liens and security interests (the Purported Sun Liens) asserted by SCSF Mervyns (Offshore) and SCSF Mervyns (US), LLC (collectively, the SCSF Entities). 28. In connection with litigation concerning the 2004 Transaction (the 2004

Transaction Litigation), Applicant expended time addressing various critical legal and financial issues concerning estate claims and causes of action, including issues related to document preservation and discovery (including preparing numerous documents for search and review by attorneys), drafting memoranda regarding the 2004 Transaction Litigation, reviewing various documents maintained by the Debtors, drafting an opposition to the motion to dismiss filed by Target Corporation and conducting legal research regarding the same, drafting an opposition to the motion to dismiss filed by Bank of America/LaSalle and conducting legal research regarding the same, and participating in a discovery conference and other conferences concerning the 2004 Transaction. 29. Applicant expended 380.6 hours of time for a charge of $187,805.50 for services

rendered with respect to litigation matters. Meetings 30. This category includes time expended by Applicant in connection with its

preparation for and attendance at meetings concerning the 2004 Transaction. 31. Applicant expended 7.1 hours of time for a charge of $5,344.00 for services

rendered with respect to preparation for and attendance at meetings. Travel 32. This category is for travel time expended by Applicant. Non-working travel time

is billed at one-half of Applicants hourly rates. Applicants travel during the Compensation

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Period includes time relating to its travel to the Debtors warehouse and for an in-person meeting. 33. Applicant billed 4.8 hours of non-working travel time, which was billed at 50% of

the time spent, for a charge of $2,303.50. Leases and Executory Contracts 34. This category includes time expended by Applicant with respect to the Debtors

unexpired non-residential real property leases and executory contracts. Applicant spent time in this category conferring regarding real estate issues, including issues related to the Inland lease. 35. Applicant expended 2.1 hours of time for a charge of $1,113.00 for services

rendered with respect to matters relating to leases and executory contracts. Preparation For and Attendance at Court Hearings 36. This category includes time expended by Applicant with respect to its review of

hearing agendas. The time spent in this category was de minimis in nature. 37. Applicant expended 0.3 hours of time for a charge of $235.50 for services

rendered with respect to the preparation for and attendance at Court hearings. MATTERS PERTAINING TO APPLICANT 38. Applicant maintained contemporaneous time records indicating the time that each

attorney and para-professional spent working on a particular matter and the nature of the work performed. Copies of these time records are annexed to this Application as Exhibit A. The total number of hours expended by Applicants attorneys and para-professionals during the Compensation Period in conjunction with this case is 430.3. All of the services have been rendered by those individuals at Applicants firm as listed on the summary sheet filed contemporaneously herewith.

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39.

The personnel who have expended extensive time on this matter during the

Compensation Period are as follows: (a) Jay R. Indyke and Cathy R. Hershcopf: Mr. Indyke and Ms. Hershcopf are actively involved in all supervisory and day-to-day aspects of these cases; (b) Ronald R. Sussman: Mr. Sussman supervises all litigation matters concerning these cases; (c) Jennifer Stewart: Ms. Stewart is responsible for various litigation matters in these cases; and (d) Seth Van Aalten: Mr. Van Aalten is responsible for various day-to-day issues arising during the Compensation Period. 40. Many of the items that have been reviewed are unique to retail-type bankruptcy

proceedings. It is respectfully submitted that Applicants expertise in retail bankruptcy cases has caused certain issues to be reviewed without difficulty, as other bankruptcy attorneys without expertise in retail cases would have had to spend more time researching issues and, in addition, would not have been familiar with the issues applicable to this type of case. Some of the more recent retail chapter 11 cases in which Applicant has been retained include: Against All Odds in Newark, New Jersey; Any Mountain in Santa Rosa, California; Archibald Candy Corporation in Chicago, Illinois; Bag nBaggage in Dallas, Texas; Bombay in Fort Worth, Texas; Casual Male in New York, New York; Dry Ice in St. Louis, Missouri; Filenes Basement in Boston, Massachusetts; Harvey Electronics in New York, New York; Innovation Luggage in New York, New York; Jacobsons Stores in Detroit, Michigan; Leather Loft Stores in Manchester, New Hampshire; Leatherland in Toledo, Ohio; Lenox Sales in New York, New York; Levitz Home Furnishings, Inc. in New York, New York; Moe Ginsburg in New York, New York; PLVTZ in New York, New York; Princeton Ski Shops in Newark, New Jersey; Steve & Barrys in New York, New York; Shoe Pavilion in Los Angeles, California; Steves Shoes in Kansas City,

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Kansas; Sun Apparel Warehouse in Philadelphia, Pennsylvania; Todays Man II in Camden, New Jersey; and Troutmans Emporium in Eugene, Oregon. 41. Applicant also has extensive experience representing creditors committees in

Delaware cases, including Bobs Stores, Boscovs, Copelands Enterprises, Cosmetic Center, Domain, Eddie Bauer, Filenes Basement, G.I. Joes, Goodys, Gottschalks, Hancock Fabrics, J. Silver Clothing, Just for Feet, KB Toys, Kuppenheimers, Lids Corporation, Lillian Vernon, Loehmanns, Long John Silvers Restaurants, Martys Shoes, Montgomery Ward II, Pic N Pay Stores, Renaissance Cosmetics, Ritz Camera Centers, Scottys, Todays Man I, Weiners Stores, and Woodworkers Warehouse. 42. Applicant rendered all the professional services for which compensation is

requested herein in connection with the Debtors chapter 11 cases in furtherance of Applicants professional responsibilities as attorneys for the Committee. 43. During the Compensation Period, the partners, associates and para-professionals

of Applicant devoted substantial time, 430.3 hours, in rendering professional services to the Committee, all of which time was reasonable and necessary. 44. Applicant, by experience, training and ability, is fully qualified to perform the

services for which compensation is sought herein. Applicant represents or holds no interest adverse to the Committee with respect to the matters upon which it is engaged. 45. No agreement or understanding exists between Applicant and any other entity for

the sharing of compensation to be received for services rendered in or in connection with these chapter 11 cases.

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10

EXPENSES 46. Annexed as part of the summary sheet to this Application is a list of the necessary

and actual disbursements incurred during the Compensation Period in connection with the abovedescribed services. The list is derived from the information found beginning on page 29 of Exhibit A. These records indicate that Applicant has advanced or will have advanced during the Compensation Period, the sum of $15,360.25 in necessary and actual out-of-pocket expenses. In connection with these expenses, it should be noted that Applicant charges $1.00 per page for outgoing telefacsimilies with no charge for incoming telefacsimilies, 10 per page for photocopying and charges for meals only necessitated by meetings with the Debtors or the Committee or when Applicants personnel would work on this case through a normal meal period. CONCLUSION 47. Applicant respectfully submits that the professional services that it rendered

during the Compensation Period were necessary and beneficial to the Committee and respectfully requests that this Court allow Applicant the sum of $220,258.00 for professional fees plus the sum of $15,360.25 representing Applicants actual and necessary out-of-pocket disbursements incurred during the Compensation Period. Pursuant to the Interim Compensation Order, Applicant requests that the Debtors be authorized and directed to pay Applicant 80% of its total fees billed during the Compensation Period ($176,206.40) and 100% of its expenses to the extent no objection to this Application is filed. NOTICE, PRIOR APPLICATION AND CERTIFICATION 48. Pursuant to the Interim Compensation Order, notice of this Application has been

provided to (i) the Debtors, 6200 Stoneridge Mall Road, 3rd Floor, Pleasanton, California 94588,

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11

Attn.: David Robson; (ii) counsel for the Debtors, (a) Richards, Layton & Finger, P.A., One Rodney Square, P.O. Box 551, Wilmington, Delaware 19899 (Attn: Mark D. Collins, Esq.) and (b) Morgan Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178 (Attn: Howard S. Beltzer, Esq.); (iii) Office of the US Trustee, District of Delaware, J. Caleb Boggs Federal Building, 844 King Street, Suite 2313, Lockbox 35, Wilmington, Delaware 19801 (Attn: Jane M. Leamy, Esq.); and (iv) the Debtors financial advisors, Miller, Buckfire & Co., LLC, 153 East 53rd Street, 22nd Floor, New York, New York 10022 (Attn: Stuart E. Erickson, Esq.). Applicant submits that the foregoing constitutes good and sufficient notice and that no other or further notice need be given. 49. other court. 50. Applicant has reviewed the requirements of the Local Rules and this Application No previous application for the relief sought herein has been made to this or any

complies with those rules. WHEREFORE, Applicant hereby respectfully requests: (i) an interim allowance of compensation for Applicants duly authorized, necessary and valuable services to the Committee during the Compensation Period in the aggregate amount of $220,258.00 and payment of 80% of such amount ($176,206.40); (ii) reimbursement to Applicant for actual and necessary expenses incurred during the Compensation Period in connection with the aforesaid services in the aggregate amount of $15,360.25; and (iii) such other and further relief as the Court deems just and proper.

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Dated:

August 17, 2009 New York, New York COOLEY GODWARD KRONISH LLP 1114 Avenue of the Americas New York, New York 01136 (212) 479-6000 Jay R. Indyke (JI 0353) Cathy Hershcopf (CH 5875) Seth Van Aalten (SV 2663) /s/ Jay R. Indyke Lead Counsel for the Official Committee Of Unsecured Creditors

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13

CERTIFICATION STATE OF NEW YORK ) ) ss: COUNTY OF NEW YORK ) Jay R. Indyke, after being duly sworn according to law, deposes and says: I am a partner with the applicant firm, Cooley Godward Kronish LLP, and have been admitted to appear before this Court. I have personally performed many of the legal services rendered by Cooley Godward Kronish LLP as attorneys to the Official Committee of Unsecured Creditors of Mervyns Holdings, LLC, et al. and am thoroughly familiar with the other work performed on behalf of the Committee by the lawyers in the firm. I have reviewed the foregoing Application and the facts set forth therein are true and correct to the best of my knowledge, information, and belief. Moreover, I have reviewed Local Rule 2016-2 and submit that the Application substantially complies with such rule.

/s/ Jay R. Indyke Jay R. Indyke

Sworn to before me this 17th day of August, 2009 /s/ Theresa K. Hammond Notary Public THERESA K. HAMMOND Notary Public, State of New York No. 4650925 Qualified in Suffolk County Commission Expires July 31, 2013

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14