Hearing Date and Time: June 24, 2011 at 10:30 a.m.

(Eastern Time) Objection Date and Time: June 23, 2011 at 5:00 p.m (Eastern Time)

Sandra E. Mayerson (SEM-8119) Squire, Sanders & Dempsey (US) LLP 30 Rockefeller Plaza, 23rd Floor New York, New York 10112 Telephone: +1.212.872.9800 Facsimile: +1.212.872.9815 Counsel for Second Lienholders UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK --------------------------------------------------------x In re: : : METROPARK USA, INC., : : Debtor. : --------------------------------------------------------x

Chapter 11 Case No. 11-22866 (RDD)

OBJECTION TO EX PARTE MOTION FOR ORDER SHORTENING TIME FOR NOTICE OF HEARING TO CONSIDER MOTION FOR ORDER GRANTING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS AUTHORITY TO COMMENCE AN ADVERSARY PROCEEDING Bricoleur Partners, L.P., Orval D. Madden individually and as Trustee of the Madden Family Trust UTD 3/27/98 as amended, LeAnn Madden as Trustee of the Madden Family Trust UTD 3/27/98 as amended, Jon E. Bortz, Ellen E. Bortz and Robert M. Poole (collectively, the Second Lienholders), lienholders in the above-captioned case (the Case), hereby submit their objection (this Objection) to the Ex Parte Motion Pursuant to Bankruptcy Rule 9006(c) for Entry of an Order Shortening Time for Notice of Hearing to Consider Motion for Order Under Bankruptcy Code Sections 105, 1103 and 1009 Granting the Official Committee of Unsecured Creditors Authority to Commence an Adversary Proceeding (the Ex Parte Motion), and respectfully state as follows:

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BACKGROUND 1. On or about March 18, 2011, the above-captioned debtor and debtor-in-possession

(the Debtor) received $825,000.00 from the Second Lienholders, and in exchange executed a Note Purchase Agreement with the Second Lienholders. The Second Lienholders are also directors and shareholders of the Debtor (or family members thereof). 2. On May 2, 2011, the Case was filed, and on May 6, 2011, the Official Committee

of Unsecured Creditors (the Committee) was appointed by the Office of the United States Trustee. The Committees counsel was retained on May 26, 2011. 3. On May 23, 2011, this Court entered the Second Interim Order Authorizing

Limited Use of Cash Collateral and Granting Adequate Protection (the Interim CCO) [Doc. No. 142], whereby the Debtor stipulated as to the secured nature of the claims of the Second Lienholders, as well as the first priority lienholders. The Interim CCO provides that the

Committee or any other interested party may challenge the nature of the first priority liens, or bring any actions against the first priority lienholders within sixty (60) days after retention of counsel by the Committee (the Challenges). No restrictions on challenges against the Second Lienholders are set forth in the Interim CCO. 4. Between late May and June 22, 2011, the Second Lienholders have replied to

each and every request for information proffered by the Committee, and their respective attorneys have been in frequent communication. Additionally, the Committee has been aware for some time that the Debtor is in the process of appointing independent directors in order to ensure that all potential causes of action of the Debtor are evaluated. The Second Lienholders believe that the independent directors will be formally appointed in the upcoming week, provided that the related budget expenses are approved, and have so informed the Committee.

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5.

It appears that the Committee has already spent in excess of $80,000 investigating

potential causes of action against the Second Lienholders, though neither the Ex Parte Motion nor the related Motion of the Official Committee of Unsecured Creditors for Authority to Commence an Adversary Proceeding (the Motion for Authority) identify any facts that could give rise to a cause of action. This complete lack of a basis to sue the alleged insiders is reason enough to deny the Ex Parte Motion. 6. On June 22, 2011, the Committee filed the Ex Parte Motion and the Motion for

Authority, citing an emergency as the basis for a curtailment of the Debtors and Second Lienholders due process rights pursuant to Rule 9006(c), while also indicating that the Ex Parte Motion was filed out of an abundance of caution. Ex Parte Motion 15. Specifically, the Committee claimed to be confused by ambiguous language in the Interim CCO regarding the scope of the time limit for Challenges. 7. Despite their frequent communications, the Committee never asked the Second

Lienholders whether they believed there to be any ambiguity in the language of the Interim CCO regarding Challenges, or whether the Second Lienholders would stipulate that the language regarding the Challenges did not apply to the Second Lienholders. OBJECTION A. There is No Cause for Relief under Rule 9006(c) 8. Rule 9006(c) of the Federal Rules of Bankruptcy Procedure provides that a court

may reduce the notice period required for a hearing, for cause shown. The Ex Parte Motion is based on nothing more than trumped-up ambiguities that are non-existent in the language of the Interim CCO, and frankly, it is rare to see such a blatant and aggressive misuse of Rule 9006(c).

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9.

The Committees so-called cause for an expedited hearing on the Motion for

Authority is simply its concern that, despite the plain language of the Interim CCO, the period to Challenge the first priority lienholders could somehow be read to limit the period to challenge the Second Lienholders as well, such that any challenge would have to be filed by July 9, 2011. 10. Of course, a simple telephone call, e-mail or letter to the Second Lienholders

could have saved all parties significant time and expense, as the Second Lienholders would have quickly confirmed that they did not believe the Interim CCOs limitations on Challenges to apply to them, and would have gladly so stipulated. However, such a simple solution would have denied the Committee their flimsy basis for filing the Ex Parte Motion, thereby squashing the Committees ambush of the Debtor and the Second Lienholders with an immediate hearing on the Motion for Authority. 11. The Committee raises no other bases for the relief requested in the Ex Parte

Motion, and would be hard-pressed to do so. There are no statute of limitations issues here, and the cash collateral budget is restrictive and does not provide for funds to be paid to the Second Lienholders in their capacity as lenders. 12. In short, cause does not exist under Rule 9006(c) for hearing on shortened notice

to consider the Motion for Authority, and the concomitant degradation of the due process rights of the Second Lienholders and the Debtor. Additionally, the issues surrounding the Motion are complicated and are better contemplated after a full opportunity by all parties to brief such issues. Accordingly, the Ex Parte Motion should be denied. B. Alternatively, the Motion for Authority Should be Denied 13. Even if the Court determines that the Motion for Authority can and should be

heard on shortened notice, the Motion for Authority should be denied.

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14.

First, the Committee has not asked the Debtor to bring any alleged causes of

action against the Second Lienholders, and been denied such a request, such that the Committee is justified is seeking the substantial relief requested pursuant to 11 U.S.C. 1103 and 1109. The Committee merely says that the Debtor has not brought any such action yet, and that it would be logically inappropriate for the Debtor to do so. First, it is certainly not the norm for all causes of action to be brought within the first two months of a case. Second, as the Committee is aware, the Debtor is taking aggressive action to ensure that all potential causes of action are thoroughly reviewed and considered, via the seating of independent directors. The Committee, quite simply, has not shown that there is a basis for granting the Motion for Authority. 15. Second, despite a significant amount of time and estate money spent considering

potential causes of action against the Second Lienholders, the Motion for Authority does not state a single fact that gives rise to a cause of action, and does nothing more than speculate about causes of action for equitable subordination and recharacterization exist due to the Second Lienholders being insiders of the Debtor. 16. At the very least, the Committee should be required to state (i) the basis for

believing there is a colorable cause of action against the Second Lienholders, (ii) the exact cause or causes of action they plan to pursue and the likelihood of success, (iii) the range of probable recoveries, and (iv) the cost of any such litigation. Only then can the Court make an informed decision as to whether to grant the Motion for Authority. 17. In all bankruptcy proceedings, but particularly in ones like the Case at hand,

where there are insufficient funds to pay all creditors in full, it is critical that funds be conserved and that the relief requested in the Motion for Authority be fully evaluated with appropriate time

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and briefings. That the Ex Parte Motion and the Motion for Authority were prepared and filed at this stage of the Case, and in this manner, has resulted in significant estate funds being squandered unnecessarily and prematurely, to the detriment of all creditors of the Debtor. WHEREFORE, the Second Lienholders respectfully requests that this Court deny the Ex Parte Motion, or alternatively, deny the Motion for Authority. Dated: New York, New York June 23, 2011 Respectfully submitted, SQUIRE, SANDERS & DEMPSEY (US) LLP By: /s/Sandra E. Mayerson___ Sandra E. Mayerson (SEM-8119) 30 Rockefeller Plaza New York, NY 10112 Telephone: (212) 872-9800 Facsimile: (212) 872-9815 Email: sandy.mayerson@ssd.com COUNSEL FOR SECOND LIENHOLDERS

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