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

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Chapter 11

Case No. 11-22866 (RDD)

INTERIM ORDER PURSUANT TO SECTIONS 105(a), 363(b), AND 541 OF THE BANKRUPTCY CODE (I) AUTHORIZING PAYMENT OF PREPETITION SALES AND USE TAXES AND (II) ALLOWING FINANCIAL INSTITUTIONS TO CASH AND PROCESS RELATED CHECKS AND TRANSFERS Upon the motion, dated May 2, 2011 (the Motion),1 of Metropark USA, Inc., as debtor and debtor in possession (the Debtor),2 for an order pursuant to sections 105(a), 363(b), and 541 of title 11 of the United States Code (the Bankruptcy Code) (i) for authorization to pay prepetition sales and use taxes (the Taxes and Fees), and (ii) to allow financial institutions to cash and process related checks and transfers, all as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. 157 and 1334 and the Standing Order of Referral of Cases to Bankruptcy 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 therein being a core proceeding pursuant to 28 U.S.C. 157(b); and due and proper notice of the interim relief sought in the Motion having been provided to (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 Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Motion.
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The last four digits of the Debtors federal tax identification number are 6659.

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agent, (iv) the Debtors 30 largest unsecured creditors, and (v) the Taxing Authorities, and it appearing that no other or further notice need be provided; and the Court having been presented with testimony of Cynthia Harriss regarding the necessity for the relief requested in the Motion in order to avoid irreparable harm to the Debtor; 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 on an interim basis to the extent set forth herein, subject to becoming a final order as provided herein; and it is further ORDERED that the Debtor is authorized, but not required, subject to further order, in its sole discretion, to pay Taxes and Fees relating to the period prior to the Petition Date in an amount not to exceed $486,282.61, but only to the extent due any payable prior to that date which is 21 days after the Petition Date, including but not limited to all those Taxes and Fees subsequently determined upon audit, or otherwise, to be owed for periods prior to the Petition Date and the date that a final order is entered in the matter, unless otherwise ordered by the Court, to the Taxing Authorities, including, but not limited to, those listed on Exhibit A annexed hereto; and it is further ORDERED that the Banks, including, but not limited to, those listed on Exhibit B annexed hereto, are directed and authorized to process, honor, and pay, to the extent of funds on deposit, any and all prepetition checks issued by the Debtor, in respect of any Taxes and Fees incurred prior to, or after, the commencement of this chapter 11 case, to the Taxing Authorities, and it is further ORDERED that nothing in this Order or the Motion waives, releases or affects any rights the Debtor has to contest the amount of or basis for any Taxes and Fees allegedly due to any Taxing Authority; and it is further 2
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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 the final hearing (the Final Hearing) on the Motion shall be held on May 23, 2011 at 10:00 a.m. (Eastern Time); and it is further ORDERED that any objections to the relief requested in the Motion on a final basis must be filed no later than May 19, 2011, 2011 at 4:00 p.m. (Eastern Time) (the Objection Deadline) and served on the following parties: (i) the U.S. Trustee, 33 Whitehall Street, New York, NY 10004 (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) the Taxing Authorities; and it is further ORDERED that the interim relief requested in the Motion is necessary to avoid irreparable harm to the Debtor, and timely entry of this Order is not prohibited by the requirements set forth in Bankruptcy Rule 6003(b); and it is further ORDERED that the requirements set forth in Bankruptcy Rule 6004(a) are satisfied by the Contents of the Motion; and it is further ORDERED that notwithstanding the possible applicability of Bankruptcy Rules 6004(h) or otherwise, the terms and conditions of this Interim Order shall be immediately effective and enforceable upon its entry; and it is further ORDERED that the Debtor is authorized and empowered to take all actions necessary to implement the relief granted in this Order. Dated: May 5, 2011 White Plains, New York /s/Robert D. Drain HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT A TAXING AUTHORITIES

State

Contact Info

Phone No

Total

Arizona Scottsdale, AZ Tucson, AZ California Colorado Denver, CO Connecticut Florida Georgia Hawaii Illinois Maryland Massachusetts Michigan Minnesota Nevada New Jersey New York Ohio Pennsylvania Texas Virginia Washington

P.O. Box 29086, Phoenix, AZ 85038-9086 PO Box 1600, Scottsdale, AZ 85252-1600 PO Box 27210, Tucson, AZ 85726-7210 P.O. Box 942879, Sacramento, CA 94279 633 17th Street, Suite 1600, Denver, CO 80202 PO Box 17430, Denver, CO 80217-0430 25 Sigourney Street Ste 2, Hartford, CT 06106-5032 5050 West Tennessee St, Tallahassee, FL 32399-0100 PO Box 105665, Atlanta, GA 30348-5665 P.O. Box 259, Honolulu, HI 96809-0259 Retailers Occupation Tax, Springfield, IL 62796-0001 80 Calvert Street, Annapolis, MD 21404 PO Box 7010, Boston, MA 02204 Dept 77003, Detroit, MI 48277-0003 Mail Station 0010, St. Paul, MN 55145-0010 1550 College Parkway Ste 115, Carson City, NV 89706 PO Box 281, Trenton, NJ 08695-0281 P O Box 4127, Binghamton, NY 13902-4127 30 E. Broad Street, 39th Floor, Columbus, OH 43215 PO BOX 280901 HARRISBURG PA 17128-0901 Post Office Box 13528, Capitol Station, Austin, TX 78711-3528 1111 East Main St Suite 901, Richmond, VA 23219 PO Box 47478, Olympia, WA 98504-7478

(602) 255-3381 (480) 312-2400 (520) 791-4566 (800) 400-7115 (303) 866-5000 (720) 865-7075 (860) 297-5962 (800) 352-3671 (877) 423-6711 (808) 587-1644 (800) 732-8866 (800) 638-2937 (800) 392-6089 (517) 636-4660 (651) 296-6181 (866) 962-3707 (609) 826-4400 (518) 485-2889 (866) 644-6468 (717) 787-1064 (800) 252-5555 (804) 786-4718 (800) 647-7706

11,531.37 1,472.92 1,373.49 141,550.82 2,706.24 2,258.33 18,638.37 15,302.10 13,898.14 8,990.85 30,933.04 10,283.61 2,343.41 4,246.80 876.26 64,841.66 5,410.95 22,594.39 22,064.29 644.68 68,713.74 7,259.25 28,347.90 486,282.61
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TOTAL

Total amount includes and estimated $67,350.41 for the period from April 28, 2011 through the Petition Date.

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EXHIBIT B BANK ACCOUNTS Account Description

Bank Name and Address

Account No.

Store Account

Wells Fargo Bank, N.A. P.O. Box 63020 San Francisco, CA 94163

4121418446

Wells Fargo Bank, N.A. Disbursement Account P.O. Box 63020 San Francisco, CA 94163

4121707491

Wells Fargo Bank, N.A. Controlled P.O. Box 63020 Disbursement Account San Francisco, CA 94163

9600121564

Main Depository Account

Wells Fargo Bank, N.A. P.O. Box 63020 San Francisco, CA 94163

4121707509

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