Hearing Date: July 29, 2011 at 10:00 a.m.

Eastern Time Objection Deadline: July 25, 2011 at 4:00 p.m. Eastern Time

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 ---------------------------------------------------------------------- x : : In re : : METROPARK USA, INC., : : Debtor. : ---------------------------------------------------------------------- x NOTICE OF THE APPLICATION OF GREAT AMERICAN GROUP REAL ESTATE LLC D/B/A GA KEEN REALTY ADVISORS TO APPROVE PAYMENT OF FEES AND EXPENSES PLEASE TAKE NOTICE that on July 13, 2011, Metropark USA, Inc. (the Debtor) filed the attached Application of Great American Group Real Estate LLC d/b/a GA Keen Realty Advisors to Approve Payment of Fees and Expenses (the Keen Fee Application). PLEASE TAKE FURTHER NOTICE that a hearing on the Keen Fee Application will be held before the Honorable Robert D. Drain, United States Bankruptcy Judge, in Room 118 of the Bankruptcy Court, 300 Quarropas Street, White Plains, New York 10601, on July 29, 2011 at 10:00 a.m. (Prevailing Eastern Time). PLEASE TAKE FURTHER NOTICE that any responses or objections to the Keen Retention Application must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York, and shall be filed with the Bankruptcy Court (a) electronically in accordance with General Order M-399

Chapter 11 Case No. 11-22866 (RDD)

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(which can be found at www.nysb.uscourts.gov) by registered users of the Bankruptcy Courts filing system and (b) by all other parties in interest on a 3.5 inch disk, compact disc, or flash drive, preferably in WordPerfect, or any other Windows-based word processing format (with two hard copies delivered directly to Chambers of the Honorable Robert D. Drain) and served upon: (i) attorneys to the Debtor, Cooley LLP, 1114 Avenue of the Americas, New York, New York 10036, (Attn: Cathy Hershcopf, Esq. and Jeffrey L. Cohen, Esq.; (ii) counsel to the Prepetition Lender: Riemer & Braunstein, LLP, Three Center Plaza, Boston, Massachusetts 02108 (Attn: Donald E. Rothman, Esq.; (iii) 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.); (iv) counsel to the Committee, Blakeley & Blakeley LLP, 1000 Quail Street, Suite 200, Newport Beach, California 92660 (Attn: Ronald A. Clifford, Esq.; (v) those parties requesting notice pursuant to Bankruptcy Rule 2002; 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.), so as to be received no later than 4:00 p.m. on July 25, 2011 (Prevailing Eastern Time). Dated: July 13, 2011 New York, New York

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 Jeffrey L. Cohen Alex R. Velinsky 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. Case No11-22866 (RDD) Debtor ---------------------------------------------------------x APPLICATION OF GREAT AMERICAN GROUP REAL ESTATE LLC D/B/A GA KEEN REALTY ADVISORS TO APPROVE PAYMENT OF FEES AND EXPENSES Chapter 11

By this Application, Great American Group Real Estate LLC d/b/a GA Keen Realty Advisors (Keen) respectfully represents and requests as follows: I. KEENS BACKGROUND Keen has extensive experience and expertise in the analysis, marketing, disposition, rent renegotiation and settlement of claims relating to the real estate and leasehold interests of retailers in bankruptcy proceedings. Keen and/or its professionals has previously appeared before this Court as well as numerous other Bankruptcy Courts nationwide. Past clients include The Penn Traffic Company,, Farmland Dairies, LLC DIP, Spiegel, Inc. DIP, Breuner's Home Furnishing, Huffman Koos DIP, Warnaco Corp. DIP, Cable & Wireless USA, Inc. DIP, Fleming Companies, Inc. DIP, and others.

II.

KEENS RETENTION A. By order of the Court dated May 16, 2011 (the Retention Order), (a copy of which is attached as Exhibit A and incorporated by reference) the Court authorized and empowered the Debtor to retain Keen as its special real estate advisor pursuant to the terms set forth in the Retention Agreement between the Debtor and Keen (the Agreement), (a copy of which is attached as Exhibit B and incorporated by reference) and in the Retention Order.

Fee Application of GA Keen Realty Advisors 7/5/2011 Page 2 of 8

B.

Keen was retained pursuant to the Order to assist Debtor in the marketing and disposition of its retail leases.

C.

By this application, Keen seeks approval for the fees that it has earned from the services it has provided Debtor with regard to its real estate holdings (the Properties).

III.

KEENS MARKETING AND DISPOSITION EFFORTS A. The following is a brief summary of Keens marketing efforts with respect to the 72 leased Properties, which were located in AZ, CA, CO, CT, FL, GA, HI, IL, MA, MD, MI, MN, NJ, NV, NY, OH, OR, PA, TX, VA, and WA. 1. Keen distributed approximately 14,000 high impact e-flyers to a custom targeted list of real estate professionals, developers, investors, consultants, attorneys, and retailers during the week of 5/13/11. Keen distributed additional electronic flyers via Dealmakers on 5/16/11 & 5/17/11, and Retail Traffic on 5/17/11. 2. Keen sent a press release to various trade, news and business publications on 5/16/11. 3. Keen placed internet advertisements in GlobeSt.coms National PM Alert E-Newsletter on 5/16/11, and Retail Traffics E-Newsletter on 5/19/11. 4. Keen posted all property documents, including lease agreements, mall plans, spreadsheets and flyers on its website www.greatamerican.com/keen in May 2011. The Properties were also listed on www.costar.com on 5/13/11. 5. Keen contacted by telephone various potential replacement tenants and retailers interested in the Debtors spaces.

Fee Application of GA Keen Realty Advisors 7/5/2011 Page 3 of 8

6.

The following is a detailed summary of Leased locations Keen marketed: Total Properties: Total Sq. Ft: Total Annual Base Rent: Average Annual Base Rent: Average Base Rent: 71 Leased Locations 1,011,449 Sq. Ft. $12,137,392 $168,574 $58.49 psf

7.

A number of the locations were rejected as Keen was beginning its marketing process. The actual number of locations available to be

assigned by the Debtor at the time of the auction was approximately 41. 8. Keen received interest from approximately 50 parties, including retailers, landlords, and brokers. Keen continued to follow up with these prospects (via telephone and email) throughout the marketing period which was approximately a 2 week period from the signing of the Keen agreement until the lease auction date of May 26, 2011. Prospects were directed to the Keen website in order to access and review all documents and bid procedures. Additionally, Keen provided hard copies or electronic Keen

versions of the documents and bid procedures, as necessary.

emailed numerous reminder notices to each of the interested parties reminding them of the upcoming bid deadline and auction dates.

IV.

RESULTS OF KEENS MARKETING AND DISPOSITION EFFORTS A. As a result of Keens efforts, the Debtor signed up two stalking horse agreements which disposed of the 41 leases to two retailers. By signing up these transactions, Keen generated aggregate cash proceeds of $1,325,000 as the baseline for the auction. Additionally, the stalking horse bidders are responsible for the cure amounts for all of the applicable locations. The first stalking horse bid was for

Fee Application of GA Keen Realty Advisors 7/5/2011 Page 4 of 8

$800,000 from Perry Ellis International for 8 leases and the second bid was $350,000 for 32 leases and $175,000 for 1 lease from The Cotton On Group. B. Parties interested in the Leased properties were asked to submit bids as per the Court approved Bidding and Auction Procedures by May 25, 2011. C. There were approximately 13 parties that qualified to bid and participate in the auction pursuant to the Bidding and Auction Procedures by the bid deadline. D. The Debtor conducted a Leasehold auction on the 41 properties on May 26, 2011. The aggregate of the initial stalking horse bids for the 41 properties was $1,325,000. The result of the highest and best bids at the Leasehold auction totaled aggregate cash proceeds of $1,685,000 for 41 Leases. The highest and best bidder for each lease is responsible for the cure amounts for each location. The following chart summarize the results of the auction:

Successful Bidder The Cotton On Group Perry Ellis International The Cotton On Group The Cotton On Group The Cotton On Group

# of Leases

Store Numbers 3, 6, 7, 8, 9, 10, 11, 12, 13, 16, 20, 22, 24, 25, 27, 34, 38, 39, 40, 43, 44, 45, 46, 47, 49, 50, 53, 55, 60, 63, 65, 67 1, 4, 14, 15, 17, 18 52 21 31

Highest Bid Post Auction $500,000

32

6 1 1 1

$775,000 $260,000 $50,000 $100,000

Fee Application of GA Keen Realty Advisors 7/5/2011 Page 5 of 8

V.

FEES FOR MARKETING AND DISPOSITION OF LEASES OF METROPARK USA A. The Order states that Debtor is authorized to pay Keen in accordance with the terms of the Retention Agreement and Keens compensation is subject to the approval of the Bankruptcy Court. B. The auction held on May 26, 2011 and the transactions completed pre-and post auction resulted in aggregate cash proceeds of $1,685,000. C. As per the Agreement and Order, Keen is to be paid on the cash proceeds (which excludes cure claims and rejection claims). Keens fee shall be the greater of 5% of the cash proceeds or $4,000 per location. D. Based upon its agreement, Keen is seeking approval of the following fees: 1. Sale of six (6) leases to Perry Ellis International for $775,000; Keen seeks a fee of 5% of cash proceeds or $38,750. 2. Sale of lease for store #52 to Cotton On for $260,000; Keen seeks a fee of 5% of cash proceeds or $13,000. 3. Sale of lease for store #31 to Cotton On for $100,000; Keen seeks a fee of 5% of cash proceeds or $5,000. 4. Sale of lease for store #21 to Cotton On for $50,000; Keen seeks a fee of $4,000 which is the minimum fee. 5. Disposition of thirty-two (32) leases to Cotton On for $500,000 via designation rights; Cotton On has taken assignment of 9 locations (11, 24, 45, 49, 53, 55, 60, 63, 67); and there is one location (10) that is still pending; therefore, Keen is seeking approval of its minimum fee of $4,000 per location or $36,000 for the 9 locations assigned to Cotton On

Fee Application of GA Keen Realty Advisors 7/5/2011 Page 6 of 8

and approval for Debtor to pay an additional $4,000 for store #10 if it is assigned to Cotton On.

VI.

EXPENSES A. Pursuant to the Order, Keen prepared a marketing plan and budget estimated to be approximately $7,500. The Debtor approved the budget and Debtor advanced the monies to Keen for the budgeted amount. Additionally, Keen was to be

reimbursed for all reasonable out of pocket expenses relating to the services it provided. A Copy of Keens Approved Marketing Budget is attached as Exhibit C. B. Keen incurred actual expenses of $5,257.49. Attached as Exhibit D is a

Schedule of Keens Expenses. As a result of Keen spending less than the amount that was advanced, Keen will repay the balance to the estate or set-off the overage against earned fees. C. Keen retains the right to seek payment of additional expenses where bills have not yet been received by Keen. D. In accordance with the above statements, Keen is seeking approval of the marketing expenses incurred in the execution of its marketing plan.

Fee Application of GA Keen Realty Advisors 7/5/2011 Page 7 of 8

VII.

CONCLUSION A. The Order provides that Keen will be paid a fee for its services rendered in accordance with the Agreement. The compensation sought pursuant to the

Agreement is based on customary compensation sought by comparably skilled practitioners in transactions of this nature and has been negotiated with Debtor and approved by other interested parties. B. Keen respectfully submits that the compensation due and owing was earned strictly in accordance with the terms and conditions of the Agreement and is fair and reasonable in light of its efforts:

Successful Bidder The Cotton On Group Perry Ellis International The Cotton On Group The Cotton On Group The Cotton On Group

# of Leases
9 plus 1 pending

Store Numbers

Highest Bid Post Auction $500,000 $775,000 $260,000 $50,000 $100,000 TOTALS:

Summary of Keens Fee $36,000

(addl $4,000 if pending closes)

11, 24, 45, 49, 53, 55, 60, 63, 67 & 10 pending 1, 4, 14, 15, 17, 18 52 21 31

6 1 1 1

$38,750 $13,000 $4,000 $5,000 $96,750

(with addl $4,000 potential)

C.

Based upon the foregoing, Keen respectfully submits that its fees requested herein are fair and reasonable and should be approved.

Exhibit A

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

Chapter 11 Case No. 11-22866 (RDD)

ORDER APPROVING THE APPLICATION FOR ORDER UNDER BANKRUPTCY CODE SECTIONS 327(a) AND 328 AND BANKRUPTCY RULES 2014 AND 2016 AUTHORIZING EMPLOYMENT AND RETENTION 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 application (the Application)1 of the above-captioned debtor and debtor in possession (the Debtor),2 for entry of an order under sections 327(a) and 328 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1 and 2016-1, authorizing the Debtor to employ and retain Great American Group Real Estate, LLC d/b/a GA Keen Realty Advisors (Keen Realty) as special real estate advisor; and the Court having reviewed the Application, the Retention Agreement, dated as of May 12, 2011 by and between Keen Realty and the Debtor (the Retention Agreement) and the Affidavit of Matthew Bordwin (the Bordwin Affidavit), the Managing Director of Great American Group, LLC, the Managing Member of Keen Realty; and the Court being satisfied with the representations made in the Application and the Bordwin Affidavit that Keen Realty neither holds nor represents an interest adverse to the Debtors estate, that it is a disinterested person as that term is defined under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and that its employment is necessary and in the best interests of the Debtors estate,
1

Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Application.
2

The Debtors federal tax identification number is 81-0636659.

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creditors, and other parties in interest; and it appearing that proper and adequate notice has been given and that no other or further notice is necessary; and upon the record herein; and after due deliberation thereon; and good and sufficient cause appearing therefor, it is hereby ORDERED that the Application is granted to the extent provided herein; and it is further ORDERED that pursuant to sections 327(a) and 328 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1 and 2016-1, the Debtor, as debtor and debtor in possession, is authorized to employ and retain Keen Realty as its special real estate advisor nunc pro tunc to May 12, 2011 to perform the services set forth in the Application and the Retention Agreement; and it is further ORDERED that pursuant to 11 U.S.C. 328(a), the Debtor is authorized to pay Keen Realty in accordance with the terms of the Retention Agreement, subject to the terms of this order; and it is further ORDERED that (i) none of the fees payable to Keen Realty under the Retention Agreement shall constitute a bonus, (ii) Keen Realty shall not be required to keep time records for its transactional work under the Retention Agreement, (iii) Keen Realtys fees and expenses shall be treated as administrative expense claims, and (v) the terms and conditions of the Retention Agreement are fair and reasonable; and it is further ORDERED that all compensation to be paid to Keen Realty shall be subject to application to, and award by, the Bankruptcy Court pursuant to 11 U.S.C. 330 and 331; and it is further ORDERED, that, notwithstanding anything to the contrary in the Retention Agreement, the indemnification provisions thereof are hereby modified and restated in its entirety as follows:

All requests of Keen Realty for payment of indemnity pursuant to the Retention Agreement shall be made by means of an application (interim or final as the case may be) and shall be subject to review by the Court to ensure that payment of such indemnity conforms to the terms of the Retention Agreement and is reasonable based upon the circumstances of the litigation or

1724211 v1/NY

settlement in respect of which indemnity is sought, provided, however, that in no event shall Keen Realty be indemnified in the case of its own bad-faith, self-dealing, breach of fiduciary duty (if any), gross negligence or willful misconduct. In the event that Keen Realty seeks reimbursement from the Debtor for reasonable attorneys fees in connection with a request by Keen Realty for payment of indemnity pursuant to the Retention Agreement, as modified by this Order, the invoices and supporting time records from such attorneys shall be included in Keen Realtys own application (both interim and final) and such invoices and time records shall be subject to the Fee Guidelines and the approval of the Court under the standards of sections 330 and 331 of the Bankruptcy Code without regard to whether such attorney has been retained under section 327 of the Bankruptcy Code and without regard to whether such attorneys services satisfy section 330(a)(3)(C) of the Bankruptcy Code. Keen Realty shall not be entitled to reimbursement by the Debtor for any fees, disbursements and other charges of Keen Realtys counsel other than those incurred in connection with a request of Keen Realty for payment of indemnity. In no event shall Keen Realty be indemnified if the Debtor or representatives of the estate assert a claim for, and a court determines by final order that such claim arose out of, Keen Realtys own bad-faith, self-dealing, breach of fiduciary duty (if any), gross negligence, or willful misconduct; and it is further ORDERED that to the extent there is an inconsistency among this Order, the

Application or the Retention Agreement, the terms of this Order shall govern
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 the Retention Agreement and this Order and neither the Debtor nor Keen Realty shall be required to seek authorization from any other jurisdiction with respect to the relief granted by this Order; and it is further Dated: May 24, 2011 White Plains, New York /s/Robert D. Drain UNITED STATES BANKRUPTCY JUDGE

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Exhibit B

Exhibit C

Marketing Budget
Metropark

Internet Marketing, Listings & Email Campaigns: GA Keen Realty Website - property listed on www.keenconsultants.com Loopnet - online database that provides nationwide coverage Costar.com - properties will be listed on this online database that provides nationwide coverage RetailTraffic: -Tailored eblast - costs $125 per 1,000 prospects. 7,000 retailers. -Online E-Newsletter (reaches 40,000 prospects) - Position 1, 5/25 -Online E-Newsletter (reaches 40,000 prospects) - Position 3 or 4, 5/18 -30,000 Run of Site Ad Impression on Retail Traffics Website Dealmakers - email blast to over 55,000 retail real estate decision makers GlobeSt.com -- National PM Alert E-blast, Top Position (468x60 pixel) image to run 1x weekly Retailing Today - Monthly e-blast to 22,000 subscribers, top tier position, includes 50-75 word product description and web link. Press Release Brief announcement emailed to relevant e-newsletters and publications Email Campaign: Email notices and reminders to be sent to custom targeted lists Miscellaneous: Estimated cost of Postage, FedEx, etc.

$0 $0 $0

# of Runs n/a n/a n/a

Sub Total $0 $0 $0

$6,300

$2,100 $1,500 $2,200 $500

1 1 1 1

$2,100 $1,500 $2,200 $500 $0

TBD # of Runs 5 $0 $0 $700 $0 TOTAL = $7,000

$0

NOTE: This budget specifically excludes the cost of travel for property inspections, meetings, and/or costs relating to an auction (if applicable). Agreed & Accepted this ___ day of _______________, 2011

By: ____________________________ Name: Title:

Prepared by: GA Keen Realty Advisors

Exhibit D

Metropark
Schedule of Expenses

Type
Advertising: Retail Traffic - Metropark Dealmakers - Metropark GlobeSt.com Email Marketing: Costar Listing Keen Website Listing Press Release Press Release Travel & Misc. 5/23/11 - CM Travel to hearing 5/26/11 - CM Travel to auction Expense Total: Client Advance: Total Due:

Invoice Date
5/17/2011 5/16/2011 5/16/2011 $ $ $

Amount
$ 1,775.00 1,500.00 1,500.00

Sub-Total
4,775.00

$0.00 5/13/2011 5/13/2011 $0.00 $0.00 $395.00 5/13/2011 $395.00 $87.49 5/23/2011 5/26/2011 $ $ 54.99 32.50 $ $ $ 5,257.49 7,500.00 (2,242.51)

6/2/2011

Prepared by: GA Keen Realty Advisors