BLAKELEY & BLAKELEY LLP 100 Park Avenue, Suite 1600 New York, NY 10017 Telephone: (212) 984-1033

Facsimile: (212) 880-6499 Scott E. Blakeley (Pro Hac Vice pending) Ronald A. Clifford (Pro Hac Vice pending) David M. Mannion (State Bar No. 4472486) Proposed Counsel to The Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: METROPARK USA, INC., Case No. 11-22866 (RDD) Debtor. Chapter 11

EX PARTE MOTION PURSUANT TO BANKRUPTCY RULE 9006(c) FOR ENTRY OF AN ORDER SHORTENING TIME FOR NOTICE OF HEARING TO CONSIDER APPLICATION FOR ORDER UNDER BANKRUPTCY CODE SECTIONS 327(a) AND 328 AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING EMPLOYMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO THE HONORABLE ROBERT D. DRAIN, UNITED STATES BANKRUPTCY JUDGE: The Official Committee of Unsecured Creditors (the Committee) of Metropark USA, Inc. (the Debtor), by and through its undersigned counsel, moves this Court, under Bankruptcy Rule 9006(c), for entry of an order, substantially in the form attached hereto as Exhibit A, shortening the time for notice of the hearing to consider the Application for Order Under Bankruptcy Code Sections 327(a) and 328 and Bankruptcy Rules 2014 and 2016 Authorizing Employment of Blakeley & Blakeley LLP as Counsel

to the Committee (the Application), such that a hearing can be held on the Application on May 23, 2011 at 10:00 a.m., EST, the only omnibus hearing scheduled in the instant case. In support of the Motion, B&B respectfully states as follows: JURISDICTION AND VENUE 1. This Court has subject matter jurisdiction pursuant to 28 U.S.C. 157

and 1334. Venue in this District is proper pursuant to 28 U.S.C. 1408 and 1409. 2. 3. This is a core proceeding pursuant to 28 U.S.C. 157(b). The bases for the relief requested herein are Rule 9006(c) of the Federal

Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 9006-1(b) of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules). BACKGROUND 4. On May 2, 2011, the Debtor commenced a case by filing a petition for

relief in this Court under chapter 11 of the Bankruptcy Code. 5. The Debtor is continuing to operate its business and manage its properties

as a debtor-in-possession pursuant to 1107 and 1108 of the Bankruptcy Code. 6. On May 6, 2011, the Office of the United States Trustee for the Southern

District of New York appointed the Committee pursuant to 1102(a)(1) of the Bankruptcy Code. No requests have been made for the appointment of a trustee or examiner. 7. The Committee convened a meeting on May 10, 2011, wherein B&B was

selected by the Committee to serve as its counsel. /// ///

RELIEF REQUESTED 8. By this Motion, the Committee seeks to shorten the notice period and fix

the date, time and place for an expedited hearing on the Application which has been filed concurrently herewith and will be served on the required parties concurrently with the order approving this Motion. 9. Specifically, the Committee respectfully requests this Court to (a) set the

hearing on the Application for May 23, 2011 at 10:00 a.m., the first and only omnibus hearing date currently scheduled in the instant case, and (b) order all objections to Application to filed no later than Friday, May 20, 2011 at 5:00 p.m., EST. BASIS FOR RELIEF 10. Bankruptcy Rule 9006(c)(1) authorizes this Court, for cause shown, to

reduce the notice period required for a hearing. B&B submits that cause exists for shortening the time as requested herein. 11. The Petition Date was approximately two (2) weeks ago. Since that time

there has been a considerable amount of activity occurring in the case with nearly onehundred docket entries to date. 12. There are approximately seventy (70) non-residential real property leases

that the Debtor is seeking to administer either by assumption, sale or rejection. In addition, the Debtor is seeking to sell or assign certain intellectual property (IP) rights. 13. Accordingly, there are an extensive amount of complex issues resolving

these lease and IP rights which require the assistance of counsel to navigate. The Debtor has noticed a bidding procedures motion on the sale of the IP and lease rights for May 23, 2011.

14.

Further, while the case is pending in the Southern District of New York,

the Debtor operated retail locations all over the county and therefore has creditors which span nationwide. 15. As a result, the Committee believes it urgently needs to employ and retain

counsel to protect its interests. 16. In addition, the next and only scheduled omnibus hearing date in the case

is scheduled for May 23, 2011. In the interest of judicial and case efficiency, the Application should be heard on this date. Were the Application required to be noticed for a separate hearing, parties may be required to attend a separate hearing on the Application alone. NOTICE 17. Pursuant to Bankruptcy Rule 9006(c)(1), the Court may shorten time

without notice. Accordingly, no notice of this Motion has been given. Instead, the Application has been served on all required parties with the proposed hearing dates requested herein. 18. No previous request for the relief sought herein has been made by B&B to

this or any other court.

/// /// ///

WHEREFORE, the Committee respectfully requests that the Court approve the shortened notice periods requested herein, and grant such other and further relief as is just and appropriate. Dated: May 16, 2011 BLAKELEY & BLAKELEY LLP By: /s/ Ronald A. Clifford_____ Scott E. Blakeley, Esq. Ronald A. Clifford, Esq. David M. Mannion, Esq. 100 Park Plaza, Suite 1600 New York, NY 10017 Telephone: (212) 984-1033 Proposed counsel to the Official Committee of Unsecured Creditors of Metropark USA, Inc.

Exhibit A

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: METROPARK USA, INC., Debtor. Chapter 11 Case No. 11-22866 (RDD)

ORDER SHORTENING TIME FOR NOTICE OF THE HEARING TO CONSIDER APPLICATION FOR ORDER UNDER BANKRUPTCY CODE SECTIONS 327(a) AND 328 AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING EMPLOYMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS Upon the motion (the Motion) of the Official Committee of Unsecured Creditors (the Committee) of Metropark USA, Inc. (the Debtor) for entry of an order shortening the time for notice of the hearing to consider the application (the Application) for order authorizing B&B to act as counsel to the Committee; and the Court having found that it has jurisdiction over this matter pursuant to 28 U.S.C. 1334; and the Court having found that the Motion is a core proceeding pursuant to 28 U.S.C. 157(b); and the Court having found that venue is proper pursuant to 28 U.S.C. 1408; and the Court having found that the relief requested in the Motion is in the best interest of the Debtors estate, its creditors and all other parties in interest; and the Motion appearing adequate and appropriate under the circumstances; and the Court having found that no other or further notice need be provided; and the Court having reviewed the Motion; and the Court having determined that the legal and factual basis set forth in the Motion establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing, it is hereby

ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Motion is granted in its entirety. The hearing on the Application is scheduled for May 23, 2011 at 10:00 a.m. 3. All objections to the Application must be filed no later than May 20, 2011 at 5:00 p.m., EST.

Date: ________________, 2011

________________________________ United States Bankruptcy Judge

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: METROPARK USA, INC., Debtor. Chapter 11 Case No. 11-22866 (RDD)

DECLARATION OF RONALD A. CLIFFORD IN SUPPORT OF MOTION FOR ENTRY OF AN ORDER SHORTENING TIME FOR NOTICE OF HEARING TO CONSIDER APPLICATION FOR ORDER UNDER BANKRUPTCY CODE SECTIONS 327(a) AND 328 AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING EMPLOYMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS I, Ronald A. Clifford, hereby deposes and says: 1. I am an attorney admitted to practice pro hac vice in this Bankruptcy

Court before the Honorable Robert D. Drain in the above-referenced matter and an associate of Blakeley & Blakeley LLP (B&B), proposed counsel for the Official Committee of Unsecured Creditors (the Committee). 2. I am an attorney in good standing of the bar in the State of California, and

the bar of the United States District Court for the Central, Eastern, and Southern District of California. 3. I submit this declaration (the Declaration) in support of the Motion (the

Motion) for Entry of an Order Shortening Time for Notice of Hearing to Consider Application (the Application) for Order under Bankruptcy Code Section 327(a) and 328 and Bankruptcy Rules 2014 and 2016 Authorizing Employment of Blakeley & Blakeley LLP as Counsel to the Official Committee of Unsecured Creditors. 9

4.

I have personal knowledge of all statements contained herein and if called

upon to testify I could and would competently testify thereto. 5. On May 2, 2011 (the Petition Date), Metropark USA, Inc. (the

Debtor) commenced a case by filing a petition for relief in this Court under chapter 11 of the Bankruptcy Code. 6. The Debtor is continuing to operate its business and manage its properties

as a debtor-in-possession pursuant to 1107 and 1108 of the Bankruptcy Code. 7. On May 6, 2011, the Office of the United States Trustee (the OUST) for

the Southern District of New York appointed the Official Committee of Unsecured Creditors (the Committee) pursuant to 1102(a)(1) of the Bankruptcy Code. No requests have been made for the appointment of a trustee or examiner. 8. The Committee convened a meeting on May 10, 2011, wherein B&B was

selected by the Committee to serve as its counsel. 9. On May 5, 2011, the Debtor filed an application to employ and retain

Cooley as counsel for the Debtor to be heard on May 23, 2011 at 10:00 a.m. 10. There are approximately seventy (70) non-residential real property leases

that the Debtor is seeking administer either by assumption, sale or rejection. 11. In addition, the Debtor is seeking to sell or assign certain intellectual

property (IP) rights. 12. Accordingly, there are an extensive amount of complex issues resolving

these lease and IP rights which the Committee requires the assistance of counsel to navigate.

10

13.

As a result of the Debtors numerous retail locations, the list of creditors in

this case spans nationwide. 14. As a result, B&B believes that the Committee urgently needs to employee

and retain counsel to protect its interests. 15. Further, B&B believes that in the event the Committee has to wait the

statutory period to have the Application heard it may suffer irreparable harm and prejudice. 16. In addition, the next and only omnibus hearing date is scheduled for May

23, 2011 at 10:00 a.m. It is in the best interest of all parties to hear the Applications on this date to prevent the need for parties-in-interest to attend a separate hearing on the Application alone. 17. Therefore, B&B requests the Court to shorten the notice period with

respect to the hearing on the Application to seven (7) days and set a hearing on the Application for May 23, 2011 at 10:00 a.m., the same date and time that the Debtors application to employ Cooley will be heard. I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this 16th day of May, 2011 in Irvine, California. By: /s/ Ronald A. Clifford_____ Ronald A. Clifford, Esq.

11