Presentment Date and Time: June 17, 2011 at 12:00 p.

m Objection Deadline: June 16, 2011 at 5:00 p.m. 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 Attorneys for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------In re METROPARK USA, INC., Debtor.1 ---------------------------------------------------------------x : : : : : : : x

Chapter 11

Case No. 11-22866 (RDD)

NOTICE OF PRESENTMENT OF EMERGENCY MOTION PURSUANT TO BANKRUPTCY RULES 1007(C) AND 2002(D) FOR A FURTHER EXTENSION OF THE TIME TO FILE THE DEBTORS (I) SCHEDULES OF ASSETS AND LIABILITIES, (II) SCHEDULES OF CURRENT INCOME AND EXPENDITURES, (III) SCHEDULES OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (IV) STATEMENTS OF FINANCIAL AFFAIRS PLEASE TAKE NOTICE that upon the Debtors Emergency Motion Pursuant To Bankruptcy Rules 1007(c) And 2002(d) for a Further Extension of the Time to File The Debtors (I) Schedules Of Assets And Liabilities, (II) Schedules of Current Income and Expenditures, (III) Schedules of Executory Contracts and Unexpired Leases, and (IV) Statements of Financial Affairs (the Extension Application) the undersigned counsel for Mertropark USA, Inc., debtor and debtor in possession in the above-captioned chapter 11 case (the Debtor) intends to present to the Honorable Robert D. Drain, United States Bankruptcy Judge, for signature on June 17, 2011 at 12:00 p.m. (ET), the attached proposed Order Pursuant to Bankruptcy Rules 1007(C) and 2002(D) Further Extending the Time to File the Debtors (I) Schedules of Assets and Liabilities, (II) Schedules of Current Income and Expenditures, (III) Schedules of Executory Contracts and Unexpired Leases, and (IV) Statement of Financial Affairs (the Order). PLEASE TAKE FURTHER NOTICE that any responses or objections to the relief requested in the Extension Application must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Rules of the Bankruptcy Court, and shall be filed with the Bankruptcy Court electronically by registered users of the Bankruptcy Courts case filing system (the Users Manual for the Electronic Case Filing System can be found at www.nysb.uscourts.gov, the official website for the Bankruptcy Court) and, by all other parties in
1

The Debtors tax identification number is 81-0636659.

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interest, on a 3.5 inch disk, in text-searchable Portable Document Format (PDF), Wordperfect or any other Windows-based word processing format (in either case, with a hard-copy delivered directly to Chambers), and shall be served upon: (a) the undersigned counsel to the Debtor; (b) the Office of the United States Trustee for the Southern District of New York, 33 Whitehall Street, 21st Floor, New York, New York, 10004, Attn: Susan Golden, Esq.; (c) counsel to the Official Committee of Unsecured Creditors, Blakeley & Blakeley LLP, 2 Park Plaza, Suite 400, Irvine, CA 92614, Attn: Ronald A. Clifford, Esq.; (d) 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.); (e) 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 (f) all those persons and entities that have formally requested notice by filing a written request for notice, pursuant to Bankruptcy Rule 2002 and the Local Bankruptcy Rules, so as to be actually received by no later than 5:00 p.m. (ET) on June 16, 2011. PLEASE TAKE FURTHER NOTICE that unless a written objection to the Supplemental Application with proof of service is filed with the Court by 5:00 p.m. (ET) on June 16, 2011, there will not be a hearing and the Order may be signed. PLEASE TAKE FURTHER NOTICE that if a written objection is timely filed, the Court will hear the Supplemental Application, along with any written objection timely served, on a date to be determined at the United States Bankruptcy Court for the Southern District of New York, before the Honorable Robert D. Drain, United States Bankruptcy Judge, 300 Quarropas Street, White Plains, New York, 10601. The moving and objecting parties are required to attend the hearing, and failure to attend in person or by counsel may result in relief being granted or denied upon default. New York, New York Dated: June 15, 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) Attorneys for Debtor and Debtor in Possession

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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 Attorneys for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------In re METROPARK USA, INC., Debtor.

x : : : : : : : x

Chapter 11

Case No. 11-22866 (RDD)

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EMERGENCY MOTION PURSUANT TO BANKRUPTCY RULES 1007(c) AND 2002(d) FOR A FURTHER EXTENSION OF THE TIME TO FILE THE DEBTORS (I) SCHEDULES OF ASSETS AND LIABILITIES, (II) SCHEDULES OF CURRENT INCOME AND EXPENDITURES, (III) SCHEDULES OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (IV) STATEMENTS OF FINANCIAL AFFAIRS TO THE HONORABLE ROBERT D. DRAIN, UNITED STATES BANKRUPTCY JUDGE: Metropark USA, Inc., as debtor and debtor in possession (the Debtor),1 respectfully represents: BACKGROUND General 1. On the May 2, 2011 (the Petition Date), the Debtor commenced with this Court

a voluntary case under chapter 11 of title 11 of the United States Code (the Bankruptcy Code). The Debtor is authorized to operate its business and manage its properties as debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

The Debtors tax identification number is 81-0636659.

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2.

Also on the Petition Date, the Debtor filed its Motion Pursuant to Bankruptcy

Rules 1007(c) and 2002(d) for an Extension of the Time to File the Debtors (I) Schedules of Assets and Liabilities, (II) Schedules of Current Income and Expenditures, (III) Schedules of Executory Contracts, and (IV) Statements of Financial Affairs (the Original Extension Motion) (Doc. No. 12). 3. On May 5, 2011, an order was entered granting the relief requested in the

Original Extension Motion, including an extension of the time by which the Debtor must file its (i) schedules of assets and liabilities, (ii) schedules of income and expenditures, (iii) schedules of executory contracts and unexpired leases, and (iv) statements of financial affairs (collectively, the Schedules and Statements) through and including June 17, 2011, without prejudice to the Debtors right to seek further extensions (Doc. No. 52). 4. 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. The Debtors Business 5. 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. 6. Since its founding in 2004, Metropark has grown 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

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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. 7. 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 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 8. 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 9. Pursuant to section 521 of the Bankruptcy Code and Bankruptcy Rule 1007, the

Debtor is required to file its Schedules and Statements within 15 days after the Petition Date, which deadline was extended by order of this Court through and including June 17, 2011. 10. By this Motion, the Debtor respectfully requests that the Court further extend the

period to file the Schedules and Statements for an additional 7 days, through and including June 24, 2011, without prejudice to the Debtors right to request additional time should it become necessary.

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BASIS FOR RELIEF REQUESTED 11. While the Debtor, with the help of its professional advisors, has been working

diligently and expeditiously on the preparation of the Schedules and Statements, resources are extremely limited. Since the Petition Date, the Debtor has accomplished an orderly liquidation of substantially all of its assets. As the Debtor conducted going out of business sales at all of its store locations, it incrementally reduced its employee headcount in its stores and at its corporate headquarters as those sales terminated. The Debtors remaining employees have been primarily occupied with monitoring and supporting the going out of business sales as well as the sales of the Debtors interests in its unexpired lease portfolio. Currently, only four

employees remain at the Debtors corporate headquarters. In view of the amount of work entailed in completing the Schedules and Statements and the competing demands upon the Debtors few remaining employees in connection with the disposition of the Debtors assets, the Debtor does not anticipate that it will be able to properly and accurately complete the Schedules and Statements prior to the expiration of the extended deadline on June 17, 2011. 12. At present, the Debtor anticipates that it will require an additional short extension

of time to complete its Schedules and Statements. The Debtor therefore requests that the Court extend the period for an additional 7 days, through and including June 24, 2011. 13. This Court has the authority to grant the requested extension under Bankruptcy

Rule 1007(c), which provides that [a]ny extension of time for the filing of the schedules and statements may be granted only on motion for cause shown and on notice to the United States Trustee and to any committee . . . trustee, examiner, or other party as the court may direct. Fed. R. Bankr. P. 1007(c). 14. The Debtor respectfully submits that the amount of information that must be

assembled and compiled and the number of employee and professional hours required to complete the Schedules and Statements all constitute good and sufficient cause for granting the requested extension of time.

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NOTICE 15. The Debtor has served notice of this Application on (i) the U.S. Trustee (Attn:

Susan Golden, Esq.), (ii) Riemer & Braunstein LLP, Three Center Plaza, Boston, MA 02108 (Attn: Donald E. Rothman, Esq.) as counsel for Wells Fargo Bank, N.A., (iii) Solomon Ward Seidenwurm & Smith, LLP, 401 B Street, Ste. 1200 San Diego, CA 92101 (Attn: Michael D. Breslauer, Esq.) as counsel to Bricoleur Capital Partners, LP in its capacity as second lien agent and (iv) Blakeley & Blakeley LLP, 2 Park Plaza, Suite 400, Irvine, CA 92614 (Attn: Ronald A. Clifford, Esq.) as counsel to the Committee. In light of the nature of the relief requested, the Debtor submits that no other or further notice need be provided. 16. No previous request for the relief sought herein has been made by the Debtor to

this or any other court. WHEREFORE, the Debtor respectfully requests that the Court grant the relief requested herein and such other and further relief as is just and appropriate. Dated: June 15, 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) Attorneys for Debtor and Debtor in Possession

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------In re METROPARK USA, INC., Debtor.

x : : : : : : : X

Chapter 11

Case No. 11-22866 (RDD)

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ORDER PURSUANT TO BANKRUPTCY RULES 1007(C) AND 2002(D) FURTHER EXTENDING THE TIME TO FILE THE DEBTORS (I) SCHEDULES OF ASSETS AND LIABILITIES, (II) SCHEDULES OF CURRENT INCOME AND EXPENDITURES, (III) SCHEDULES OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES, AND (IV) STATEMENTS OF FINANCIAL AFFAIRS Upon the motion, dated June 15, 2011 (the Motion),1 of Metropark USA, Inc., as debtor and debtor in possession (the Debtor),2 pursuant to Rules 1007(c) and 2002(d) of the Federal Rules of Bankruptcy Procedures (the Bankruptcy Rules), the Debtor seeks an extension of time within which it must file its (i) schedules of assets and liabilities, (ii) schedules of income and expenditures, (iii) schedules of executory contracts and unexpired leases, and (iv) statements of financial affairs (collectively, the Schedules and Statements), all as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334 and the Standing Order of Referral of Cases to Bankruptcy Court Judges of the District Court for the Southern District of New York, dated July 19, 1984 (Ward, Acting C.J.); and consideration of the Motion and the relief requested being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C. 1408 and 1409; and due and proper notice of the Motion having been provided to (i) the U.S. Trustee (Attn: Susan Golden, Esq.), (ii) Riemer

Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Motion.
2

The Debtors tax identification number is 81-0636659.

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& Braunstein LLP, Three Center Plaza, Boston, MA 02108 (Attn: Donald E. Rothman, Esq.) as counsel for Wells Fargo Bank, N.A., (iii) Solomon Ward Seidenwurm & Smith, LLP, 401 B Street, Ste. 1200 San Diego, CA 92101 (Attn: Michael D. Breslauer, Esq.) as counsel to Bricoleur Capital Partners, LP in its capacity as second lien agent and (iv) Blakeley & Blakeley LLP, 2 Park Plaza, Suite 400, Irvine, CA 92614 (Attn: Ronald A. Clifford, Esq.) as counsel to the Official Committee of Unsecured Creditors, and it appearing that no other or further notice need be provided; and the Court having determined that the relief requested in the Motion is in the best interests of the Debtor, its creditors, and all parties in interest; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; 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 is granted to the extent provided herein; and it is further ORDERED that pursuant to Bankruptcy Rule 1007(c) and 2002(d), the time by which the Debtor must file its Schedules and Statements is extended through and including June 24, 2011, without prejudice to the Debtors right to seek further extensions upon a showing of cause therefor; 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; and it is further ORDERED that notice of the Motion as provided herein shall be deemed good and sufficient of such Motion. Dated: June ___, 2011 White Plains, New York HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE

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