IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: MER\rYIVS HOLDINGS, LLC, et al,,r

Debtors.

)
)
)

Chapter

11

) )

Case No. 08-11536

(KG)

Jointty Administered

(u Dt, t/o6o

ORDER APPROVING STIPULATION BETWEEN COLORON JEWELRY MANUFACTURING AND DEBTORS

AND NOW, upon consideration of the foregoing Stipulation,2

for the approval thereof, it is hereby:

and good cause appearing

ORDERED, that the Stipulation attached hereto as Exhibit A is APPROVED; and it is

further

ORDERED, that Coloron shall pay to the Debtors the aggregate sum of $50,000

as

follows: (a) on the later of (i) 10 days following the entry of an order approving this Stipulation, and

(ii) October 7, 2009, Coloron shall pay to the Debtors, by wire transfer of immediately

available funds, the sum of $12,500.00, and (b) on each of November l,Z11g,December l,Z00g
and January 4,2010, Coloron shall pay to the Debtors, by wire transfer of immediately available funds, the sum of $12,500.00 (collectively, the "pgJrments"); and it is further

ORDERED, that, the releases set forth in paragraphs 4 and 5 of the Stipulation shall be effective as of the date on which this Order has been entered and become a final order; and it is further

Th" D"btors in tlese cases, along with the last four digits of their federal tax identification numbers, are Mervyn's Holdings, LLC (3405), Mervyn's LLC (44s6) and Mervyn,s Brands, LLC (gs50).
2

Terms not defined herein shall have

1fos

m6rning5 attributed to them in the Stipulation.

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0q/v)*' !( 0811586091007000000000001

ORDERED, that the Court shall retain jurisdiction over the implementation and
enforcement of the Stipulation and this Order.

Dated:

O-)obeV].,zoog
Wilmington, Delaware

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EXHIBIT A

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IN THE UNITED STATES BAIIKRUPTCY COURT FOR TIIE DISTRICT OF DELAWARE

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

Debtors.

) )
)
)
)

Chapter

11

Case No. 08-11586

(KG)

Jointly Administered

STIPULATION BETWEEN COLORON JEWELRY MANUFACTURING AND DEBTORS Coloron Jewelry Manufacturing ("Coloron") and the above-captioned debtors
debtors in possession (the "Debtors") hereby stipulate as follows:
and

RECITALS

A.

On July 29,2008 (the "Petition Date"), each of the Debtors filed a voluntary

petition for relief under Chapter

Code").

l1 of title 1l of the United States Code (the "Bankruptcy

B.

From time to time, both prior to and after the Petition Date, Mervyn's and

Coloron entered into Financial Vendor Agreements (collectively, the "Contracts") pursuant to

which Mervyn's agreed to purchase and Coloron agreed to supply certain goods, including
jewelry.

C.

On many occasions both prior to and after the Petition Date, in accordance with

the Contracts, Mervyn's ordered from Coloron units of sample merchandise for sale in the
Debtors' retail stores. Certain sample merchandise was returned by the Debtors to Coloron for
various reasons, including defects in the goods delivered. In exchange for the returns, Mervyn's

would receive credits for the purchase price, advertising expenses and related costs.

' The Debtors in these cases (the "Cases"), along with the last four digits of their federal tax identification numbers, are Mervyn's Holdings, LLC (3405), MervJm's LLC (4456) ("Mg,n0rn_'s") and Mervyn's Brands, LLC (88s0).
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D. E. F. L 2.

As a result of a series of such returns, the Debtors have asserted that Coloron is

liable to the Debtors in the aggregate amount of $85,218.02. Coloron disputes this liability.

In order to avoid the

expense and uncertainty

of litigation, the Debtors and

Coloron have agreed to resolve this dispute subject to the terms and conditions set forth herein.
The Debtors and Coloron HEREBY STIPULATE AND AGREE as follows:

AGREEMENT
The Recitals are true and correct and are incorporated herein by reference.

This stipulation (the "Stipulation") is subject to Bankruptcy Court approval and

shall be of no force and effect unless and until an order is entered by the Bankruptcy Court
approving the Stipulation and such order has become final and non-appealable,

3.

Coloron shall pay to the Debtors the aggregate sum of $50,000, as follows: (a) on

the later of (i) 10 days following the entry of an order approving this Stipulation, and (ii) October

1,2009, Coloron shall payto the Debtors, bywire transfer of immediately available funds, the
sum of $12,500.00, and (b) on each of November 1,2009, December 1,2009 and January4,
2010, Coloron shall pay to the Debtors, by wire transfer of immediately available funds, the sum

of

$ I 2, 5 00.

00 (collectively, the "Pg).rnenE").

4.

Except as otherwise provided in this Stipulation, Coloron hereby forever releases

and discharges each of the Debtors from any and all claims, demands, defenses, liabilities and causes

of action of any kind,

character or nafure whatsoever,

in law or in equity, whether

asserted or unasserted, which Coloron has or may have, now or in the future, against the Debtors

relating to the Contracts and the Payments.

5.

Except as otherwise provided in this Stipulation, each Debtor hereby forever releases

and discharges Coloron from any and all claims, demands, defenses, liabilities and causes

of

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action of any kind, character or nature whatsoever, in law or

in equity,

whether asserted or

unasserted, which such Debtor has or may have, now or in the future, against Coloron relating to

the Contracts and the Payments. For the avoidance of doubt, this release shall not apply to
Coloron's obligations under this Stipulation, including, without limitation, the obligation to make
the Payments set forth in paragraph 3.

6.

The terms of this Stipulation shall be binding upon (i) the Debtors, Coloron and

their respective successors and assigns,

(ii)

any liquidating trustee; plan administrator;

distribution agent and/or any other responsible person appointed pursuant to any Chapter 1l plan confirmed in these Cases; (iii) any Chapter

1l

trustee appointed in these Cases and/or (iv) any

Chapter 7 trustee appointed or elected in these Cases.

7.

Neither the Debtors nor Coloron admits any liability or wrongdoing by their

execution of this Stipulation. The terms of this Stipulation are for the sole benefit of the Debtors
and Coloron and not for the benefit of any other person or entity.

8. 9.

This Stipulation may be executed in counterparts, each of which shall be deemed

an original and all of which, taken together, shall constitute one and the same Stipulation.

In the event that this Stipulation is not approved by the Bankruptcy Court or the

Order approving the Stipulation is the subject of a successful appeal, the parties shall be returned to their positions, their respective rights, claims and defenses shall be restored and nothing in this Stipulation shall be used by either party against the other.

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10.

The Bankruptcy Court shall retain jurisdiction with respect to any and all matters

concerning this Stipulation.

[No.2981)
DeFranceschi (No. 2732) M. Samis (No. a909) D. Forhrne (No. 4857) RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 1 9801 Telephone: (302) 651-7700

Boris Treyzon Treyzon & Associates 9701 Wilshire Boulevard, l0th Floor Beverly Hills, California 90212 Telephone: (310) 407 -7888 Facsimile: (301) 407-7915 Email: bt@treyzon.com
Counsel to Coloron Jewelry Manufacturing

Facsimile: (302) 651-77 01 Email: collins@rlf.com defranceschi@rlf.com samis@rlf.com fortune@rlf.com

and

Howard S. Beltzer Wendy S. Walker MORGAN, LEWIS & BOCKIUS LLP l0l Park Avenue New York, New York 10178-0060 Telephone : (212) 309-6000 Facsimile: (212) 309-6001 Email : hb eltzer @morganlewi s. com wwalker@morganl ewi s. com
Attorneys for the Debtors and Debtors in Possession

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10.

The BankruPtcY Court shall retain jurisdiction with respect to any and all matters

conceming this Stipulation.

Mark D. Collins CNo.2981) Daniel J. DeFranceschi (No. 2732) Christopher M. Samis (No. a909) I.. Katherine Goocl (No. 5101) RICHARDS. LAYTON & FINGER, P.A.
One Rodney Square 920 North King Street Wilmington, Delaware I 980 I Telephone: (302) 651-7740 Facsimile: (302) 651-7701 Ernail : collins@rlf.corn defi'anc e schi @ rl f. c o m samis@rlf.com good@rlf.com
and

Treyzon & Associates 9701 Wilshire Boulevar'd, lOth Floor Beverly Hills, California 90212 Telephone: (3 l0) 407-7888 Facsimile: (301) 407-7915

Email: t

Counsel to Coloron Jewelry Maru,fctcntring

Howard S. Beltzer Wendy S. Walker MORGAN. LEWIS & BOCKIUS LLP 101 Park Avenue New York, New York 10178-0060 Telephone: (212) 309-6000 Facsimile: (212) 309-6001 Email : hbeltzer@morganlewis.oom rwvalker@morgan I elvis.com
Attotneys for the Debtors and Debtors in Possession

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