COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile:

(212) 479-6275 Cathy Hershcopf Jeffrey L. Cohen Alex R. Velinsky Proposed Attorneys for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------- X : : IN RE : : METROPARK USA, INC., 1 : : DEBTOR. : ---------------------------------------------------------------- X EX PARTE MOTION OF THE DEBTOR PURSUANT TO BANKRUPTCY RULES 2002(a)(2) AND 9006(c) TO SHORTEN TIME WITH RESPECT TO HEARING ON THE DEBTORS APPLICATION FOR ENTRY OF AN ORDER UNDER BANKRUPTCY CODE SECTIONS 327(a) AND 328 AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING RETENTION AND EMPLOYMENT OF GREAT AMERICAN GROUP REAL ESTATE LLC D/B/A GA KEEN REALTY ADVISORS AS SPECIAL REAL ESTATE ADVISOR TO THE DEBTOR, NUNC PRO TUNC TO MAY 12, 2011 TO THE HONORABLE ROBERT D. DRAIN, UNITED STATES BANKRUPTCY JUDGE: Metropark USA, Inc., as debtor and debtor in possession (the Debtor), respectfully represents: BACKGROUND General 1. On May 2, 2011 (the Petition Date), the Debtor commenced a case by filing a

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CASE NO. 11-22866 (RDD)

petition for relief in this Court under chapter 11 of the Bankruptcy Code. The Debtor is

The Debtors tax identification number is 81-0636659.

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continuing to operate its business and manage its properties as a debtor in possession pursuant to 1107 and 1108 of the Bankruptcy Code. 2. On May 6, 2011, the United States Trustee for the Southern District of New York

appointed the Official Committee of Unsecured Creditors (the Committee). No request has been made for the appointment of a trustee or examiner. 3. The Debtor entered into that certain Engagement Agreement Attached as Exhibit

A to the Keen Retention Application (defined below). The Debtors Business 4. Metropark was founded in 2004 to capitalize on the large Gen Y segment (the

25-35 year old customer) who had moved on from teen retailers, but were still looking for fashion-forward apparel and accessories. Through a multi-channel sales strategy, including sales through brick-and-mortar stores and e-commerce, Metropark caters to trendsetting young adult customers by offering a unique and highly differentiated merchandise assortment introducing a Fashion, Music, Art philosophy into the marketplace. 5. Since its founding in 2004, Metropark grew rapidly from its four original store

locations to approximately 70 stores in 21 states, in addition to its newly redesigned online retail presence at www.metroparkusa.com. Metropark offers its customers a unique mix of premium quality apparel and accessories geared toward the 25-35 year old trendsetter. The Metropark retail stores provide a truly unique experiential lifestyle shopping environment including, style consultants, in-store events (e.g. live art installations, fashion shows and DJ performances) and a carefully edited inventory assortment of highly sought after brands with a strong offering of up and coming, fashion forward designer talent to deliver an authentic and culturally relevant mix of diverse brands to the customer. 6. As a result of several internal and external factors, the Debtor faced

extraordinary liquidity constraints in the first quarter of 2011. Because of this reality, the Debtor spent the better part of the first quarter of 2011 trying to identify a financial partner to provide an 2
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equity infusion, debt investment or otherwise stabilize the financial wherewithal of the Company. Unfortunately, a transaction in the best interest of the Company, its creditors and its shareholders was not available outside of chapter 11 and the Company has reached the end of its liquidity runway. Accordingly, the Debtor determined that the commencement of this case would provide the sole opportunity to, among other things, sell substantially all of the assets of the Debtor. JURISDICTION 7. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C.

157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. RELIEF REQUESTED 8. By this motion (the Motion to Shorten Time), the Debtor seeks to

shorten the notice period and fix the date, time and place for an expedited hearing on the Debtors Application for Entry of an Order Under Bankruptcy Code Sections 327(a) and 328 and Bankruptcy Rules 2014 and 2016 Authorizing Retention and Employment of Great American Group Real Estate LLC d/b/a GA Keen Realty Advisors as Special Real Estate Advisor to the Debtor, Nunc Pro Tunc to May 12, 2011 (the Keen Retention Application), filed May 16, 2011 (Doc. No. 109), which has been filed and will be served as set forth below. Specifically, the Debtor requests that the Court set the following dates: Deadline by which to object to Debtors retention of Keen Realty Hearing on the Keen Retention Application May 23, 2011 at 10:00 a.m. (prevailing Eastern time) May 23, 2011 at 10:00 a.m. (prevailing Eastern time)

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Cause Exists to Shorten the Notice Period for the Bidding Procedures Motion 9. Bankruptcy Rules 2002(a)(2) and 9006(c)(1) authorize this Court, for

cause shown, to reduce the notice period required for a hearing. The Debtor submits that ample cause exists for shortening the time as requested herein. 10. Significant business reasons support the timely retention of Keen Realty.

As explained more fully in the Motion of the Debtor for Order (A) Setting (i) Date to Conduct Auction of Debtors Interests in Certain Real Property Leases and Intellectual Property, and (ii) Sale Hearing Date; (B) Approving Bidding Procedures and Terms of Auction; (C) Establishing Cure Amounts; (D) Authorizing Debtor to Enter Into Lease Termination Agreements; (E) Approving and Authorizing Sale of Leases and Intellectual Property to Highest or Otherwise Best Bidder Free and Clear of all Liens, Interests, Claims and Encumbrances Pursuant to 363 of the Bankruptcy Code; (F) Waiving the Requirements of Federal Rule of Bankruptcy Procedure 6004 and Local Rule 6004-1 and (G) Granting Related Relief (the Bidding Procedures Motion), filed May 12, 2011 (Doc. No. 88), the Debtor seeks to auction its interests in its unexpired nonresidential real property leases (the Leases). The present circumstances of the Debtors case necessitate selling the Leases at this time as the Debtor is currently in the process of liquidating its inventory through going out of business sales after which it will have to reject the Leases or commence paying rent and other carrying costs. Keen Realty will play an important role in the success of any sale of the Debtors Leases, and should be retained in advance of the Auction which the Debtor has requested be scheduled for May 26, 2011. 11. In support of this Motion to Shorten Time, the Debtor relies upon and

incorporates by reference the Declaration of Cathy Hershcopf in support of the Motion to Shorten Time, attached hereto as Exhibit A. 12. The Order Pursuant to Section 105(a) of the Bankruptcy Code and

Bankruptcy Rules 1015(c) and 9007 to Implement Certain Case Management Procedures, 4
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entered May 9, 2011 (Doc. No. 62) (the Case Management Order) requires that all pleadings be served at least fifteen calendar days prior to the next scheduled omnibus hearing date. The Case Management Order also requires that objection deadlines for all pleadings be scheduled at least five calendar days prior to the hearing, unless the request for relief is set on an expedited basis and filed less than ten days prior to the hearing date. Therefore, the Debtor is requesting that the Court shorten the notice period with respect to the hearing to consider entry of the order requested in the Keen Retention Application from fifteen days notice to seven days notice. The Debtor proposes that the objection deadline be scheduled for May 23, 2011 at 10:00 a.m., which is the morning of the hearing date. The Debtor is seeking to shorten notice only with respect to the procedural aspects of the Keen Retention Application and order. 13. Notice of the Keen Retention Application and the order approving this

Motion to Shorten Time will be served by overnight courier service, facsimile or electronic mail on (i) the Office of the United States Trustee for the Southern District of New York (Attn: Susan D. Golden, Esq.), (ii) counsel to the Committee; (iii) counsel to the Debtors prepetition secured lenders; and (iv) all parties on the Master Service List pursuant to the Case Management Order. The Debtor submits that no other or further notice need be provided. NOTICE 14. Pursuant to Bankruptcy Rule 9006(c)(1), the Court may shorten time

without notice. Accordingly, no notice of this Motion to Shorten Time has been given. 15. No previous request for the relief sought herein has been made by the

Debtor to this or any other court.

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WHEREFORE, the Debtor respectfully requests that the Court approve the shortened notice periods requested herein, and grant the Debtor such other and further relief as is just and appropriate. Dated: May 16, 2011 New York, New York Respectfully submitted, By: /s/ Cathy Hershcopf Cathy Hershcopf

COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Cathy Hershcopf (CH 5875) Jeffrey L. Cohen (JC 2556) Alex R. Velinsky (AV 1012) Proposed Attorneys for Debtor and Debtor in Possession

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Exhibit A Declaration of Cathy Hershcopf

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COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Cathy Hershcopf Jeffrey L. Cohen Alex R. Velinsky Proposed Attorneys for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------- X : : IN RE : : METROPARK USA, INC., 1 : : DEBTOR. : ---------------------------------------------------------------- X DECLARATION OF CATHY HERSHCOPF IN SUPPORT OF EX PARTE MOTION OF THE DEBTOR PURSUANT TO BANKRUPTCY RULES 2002(a)(2) AND 9006(c) TO SHORTEN TIME WITH RESPECT TO HEARING ON THE DEBTORS APPLICATION FOR ENTRY OF AN ORDER UNDER BANKRUPTCY CODE SECTIONS 327(a) AND 328 AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING RETENTION AND EMPLOYMENT OF GREAT AMERICAN GROUP REAL ESTATE LLC D/B/A GA KEEN REALTY ADVISORS AS SPECIAL REAL ESTATE ADVISOR TO THE DEBTOR, NUNC PRO TUNC TO MAY 12, 2011 Cathy Hershcopf hereby deposes and says: 1. I am an attorney admitted to practice before the Bankruptcy Court and a

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CASE NO. 11-22866 (RDD)

member of Cooley LLP, attorneys for Metropark USA, Inc., debtor and debtor-in-possession in the above-referenced chapter 11 case (the Debtor). 2. I submit this Declaration in Support of the Ex Parte Motion (the Motion to

Shorten Time) of the Debtor Pursuant to Bankruptcy Rules 2002(a)(2) and 9006(c) to Shorten Time with Respect to Hearing on the Debtors Application for Entry of an Order Under Bankruptcy Code Sections 327(a) and 328 and Bankruptcy Rules 2014 and 2016 Authorizing

The Debtors tax identification number is 81-0636659.

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Retention and Employment of Great American Group Real Estate LLC d/b/a GA Keen Realty Advisors As Special Real Estate Advisor to the Debtor, Nunc Pro Tunc to May 12 2011 (the Keen Retention Application). 3. All statements contained herein are based on personal knowledge or

made upon information and belief. The Need for Shortened Notice With Respect to Keen Realty Retention Hearing and Objection Deadline 4. In the Motion to Shorten Time, the Debtor is asking this Court to shorten

the notice periods with respect to the hearing to consider the relief requested in the Keen Retention Application and the related objection deadline. There are critical reasons why the Debtor has sought this relief and why cause exists to grant the shortened notice periods the Debtor has requested in the Motion to Shorten Time. 5. As explained more fully in the Motion of the Debtor for Order (A) Setting

(i) Date to Conduct Auction of Debtors Interests in Certain Real Property Leases and Intellectual Property, and (ii) Sale Hearing Date; (B) Approving Bidding Procedures and Terms of Auction; (C) Establishing Cure Amounts; (D) Authorizing Debtor to Enter Into Lease Termination Agreements; (E) Approving and Authorizing Sale of Leases and Intellectual Property to Highest or Otherwise Best Bidder Free and Clear of all Liens, Interests, Claims and Encumbrances Pursuant to 363 of the Bankruptcy Code; (F) Waiving the Requirements of Federal Rule of Bankruptcy Procedure 6004 and Local Rule 6004-1 and (G) Granting Related Relief (the Bidding Procedures Motion), filed May 12, 2011 (Doc. No. 88), the Debtor is currently marketing its interests in its unexpired nonresidential real property leases (the Leases). In connection with the marketing and sale of the Leases, Keen Realty will play an important role in maximizing value for the Debtors estate. 6. Therefore, the Debtor is requesting that the Court shorten the notice

period with respect to the hearing to consider entry of the order requested in the Keen Retention

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Application from fifteen days notice to seven days notice and schedule the CRG Retention Application to be heard at the first and only currently scheduled omnibus hearing on May 23, 2011 at 10 a.m.. The Debtor proposes that the objection deadline be scheduled for May 23, 2011 at 10:00 a.m., which is the morning of the hearing. The Debtor is seeking to shorten notice only with respect to the procedural aspects of the Bidding Procedures Motion and Order. These time frames will allow the Debtor to maximize the value of the estate for the benefit of all parties in interest. Pursuant to 28 U.S.C. 1746, I certify under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Dated: New York, NY May 16, 2011 Respectfully submitted, By: /s/ Cathy Hershcopf Cathy Hershcopf COOLEY LLP 1114 Avenue of the Americas New York, New York 10036 Telephone: (212) 479-6000 Facsimile: (212) 479-6275 Cathy Hershcopf (CH 5875) Jeffrey L. Cohen (JC 2556) Alex R. Velinsky (AV 1012) Proposed Attorneys for Debtor and Debtor in Possession

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------- X : : IN RE : : METROPARK USA, INC., 1 : : DEBTOR. : ---------------------------------------------------------------- X

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CASE NO. 11-22866 (RDD)

ORDER GRANTING EX PARTE MOTION OF THE DEBTOR PURSUANT TO BANKRUPTCY RULES 2002(A)(2) AND 9006(C) TO SHORTEN TIME WITH RESPECT TO HEARING ON THE DEBTORS APPLICATION FOR ENTRY OF AN ORDER UNDER BANKRUPTCY CODE SECTIONS 327(A) AND 328 AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING RETENTION AND EMPLOYMENT OF GREAT AMERICAN GROUP REAL ESTATE LLC D/B/A GA KEEN REALTY ADVISORS AS SPECIAL REAL ESTATE ADVISOR TO THE DEBTOR, NUNC PRO TUNC TO MAY 12, 2011 Upon the ex parte motion (the Motion to Shorten Time), dated May 16, 2011, of Metropark USA, Inc., as debtor and debtor-in-possession in the above-referenced case (collectively, the Debtor), for an order pursuant to Rules 2002(a)(2) and 9006(c) of the Federal Rules of Bankruptcy Procedures (the Bankruptcy Rules) to shorten the notice period to be provided with respect to the Debtors Application for Entry of an Order Under Bankruptcy Code Sections 327(a) and 328 and Bankruptcy Rules 2014 and 2016 Authorizing Retention and Employment of Great American Group Real Estate LLC d/b/a GA Keen Realty Advisors as Special Real Estate Advisor to the Debtor, Nunc Pro Tunc to May 12, 2011 (the Keen Retention Application), all as more fully set forth in the Motion to Shorten Time; and the Court having jurisdiction to consider the Motion to Shorten Time and the relief requested therein pursuant to 28 U.S.C. 157 and 1334 and the Standing Order M-61 Referring Cases to Bankruptcy Judges for the Southern District of New York Any and All Proceedings Under Title 11, dated July 10, 1984 (Ward, Acting C.J.); and consideration of the Motion to Shorten Time and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and
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The Debtors tax identification number is 81-0636659.

venue being proper before this Court pursuant to 28 U.S.C. 1408 and 1409; and it appearing that no notice of the relief requested in the Motion to Shorten Time need be provided; and the Court having determined that the relief sought in the Motion to Shorten Time is in the best interests of the Debtor, its creditors, and all parties in interest; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, it is hereby ORDERED that the Motion to Shorten Time is hereby granted; and it is further ORDERED that the hearing to consider the approval of the Keen Retention Application shall be held on May 23, 2011 at 10:00 a.m. (Eastern Time) before the Honorable Judge Robert D. Drain, United States Bankruptcy Judge, in Room 118 of the United States Bankruptcy Court for the Southern District of New York, 300 Quarropas Street, White Plains, New York, 10601; and it is further ORDERED that any objections to entry of the Keen Retention Application shall be in writing, filed, and served so as to be actually received by May 23, 2011 at 10:00 a.m. (prevailing Eastern time) by: (i) counsel for the Debtor, Cooley LLP, 1114 Avenue of the Americas, New York, NY 10036, Attn: Cathy Hershcopf, Esq. and Jeffrey L. Cohen, Esq.; (ii) the Debtor, Metropark USA, Inc., 5750 Grace Place, Los Angeles, CA 90022, Attn: Rick Hicks; (iii) CRG Partners Group, 7625 Wisconsin Ave. Bethesda, MD 20814, Attn: Craig Boucher; (iv) counsel to the Official Committee of Unsecured Creditors, Blakeley & Blakely LLP, 444 South Flower Street, Suite 1750, Los Angeles, CA 90017, Attn: Ronald A. Clifford, Esq.; (iv) counsel to Wells Fargo Bank, N.A., the Prepetition Senior Secured Lender: Riemer & Braunstein, LLP, Three Center Plaza, Boston, Massachusetts 02108 (Attn: Donald E. Rothman, Esq.; (v) counsel to the Second Lien Agent, Solomon Ward Seidenwurm & Smith, LLP, 401 B Street, Ste. 1200, San Diego, CA 32101, Attn: Michael D. Breslauer, Esq.; and (vi) the Office of the United States

Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, NY 10004, Attn: Susan Golden, Esq. ORDERED that due and proper notice of the Keen Retention Application has been provided by the Debtor and no other or further notice is required; and it is further ORDERED that this Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Order. Dated: May _____, 2011 White Plains, New York

ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE