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K&L GATES LLP James H. Billingsley 1717 Main St.

Suite 2800

Dallas, TX 75201 Telephone: (214) 939-5500 Facsimile: (214) 939-5849 Counsel for NorthPark Partners, LP

IN TUE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK
IN RE METROPARK USA, INC., Debtor. Case No. 11-22866 (RDD) (Chapter 11)

NORTHPARK PARTNERS, LP'S CURE STATEMENT IN CONNNECTION WITH MOTION OF TILE DEBTOR FOR ORDER (A) SEHNG (1) DATE TO CONDUCT AUCTION OF DEBTORS INTERESTS IN CERTAIN REAL PROPERTY LEASES AND INTELLECTUAL PROPERTY, AND (2) SALE HEARING DATE; (H) APPROVING BIDDING PROCEDURES AND TERMS OF AUCTION; (C) ESTABLISHING CURE AMOUNTS; D) AUTHORIZING DEBTOR TO ENTER INTO LEASE TERMINATION AGREEMENTS; (E) .APPROYJNC AND AUTHORIZING SALE OF LEASES AND INTELLECTUAL PROPERTY TO HIGHEST OR OTHERWISE BEST BIDDER FREE AND CLEAR OF ALL LIENS, INTERESTS, CLAIMS AND ENCUMBRANCES PURSUANT TO 363 OF THE BANKRUPTCY CODE; (F) WAIVING TIlE REQUIRIEMIENTS OF RULE 6004 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE ANT) LOCAL BANKRUPTCY RULE 6004-1 AND (G) GRANTING RELATED RELIEF NortliPark Partners, LP ("NorlhPark"), a lessor under a nonresidential real property lease with Metropark USA, Inc. (the "Debtor"), tiles this cure statement in connection with the Motion of the Debtor for Order (A) Setting (1) Date to Conduct Auction of Debtors Interests in Certain Real Property Leases and Intellectual Property, and (2) Sale 1-learing Date; (B) Approving Bidding Procedures and Terms of Auction; (C) Establishing Cute Amounts; (D) Authorizing

DA-3E77953 vi 1280712-00075

Debtor to Enter Into Lease Termination Agreements; (E) Approving and Authorizing Sale of Leases and Intellectual Property to Highest or Otherwise Best IBidder Free and Clear of All Liens, Interests, Claims and Encumbrances Pursuant to 363 of the Bankruptcy Code (F) Waiving the Requirements of Rule 6004 of the Federal Rules of Bankruptcy Procedure and Local Bankruptcy Rule 6004-1 and (0) Granting Related Relief (Docket No. 88) (the Motion"). 1. NorthPark and the Debtor entered into a Shopping Center Lease dated January 11,

2006 (the "Lease") covering certain non-residential real property at NorthPark Center in Dallas, Texas referred to as Space 2M2-212() (the "Premises"). 2. 3. 4. The Debtor has a copy of the Lease in its possession. The Debtor's identification number for the Premises is Store # 11. The Lease requires the Debtor to pay rent, common area maintenance, taxes,

insurance, utilities, other recurring charges, and certain year end adjustments. The Lease also requires the Debtor to pay certain cooperative advertising charges to NorthPark Merchants Association, NorthPark is the agent for NorthPark Merchants Association and is authorized to collect unpaid cooperative advertising charges on behalf of the association. 5. On Exhibit A to the proposed order on the Sale Motion, the Debtor listed the cure

amount for the Lease as $2,783 33, NorthPark objects to this amount because it understates accrued and unpaid rents and other charges under the Lease, including charges owed to NorthPark Merchants Association, 6. The cost to cure all monetary rental defaults under the Lease as of May 17, 2011, is

$26,866.58. Exhibit 1 attached hereto illustrates the accrued and unpaid charges due under the
Lease as of May 17,2011.

7.

The Lease requires the Debtor to pay monthly electrioity charges. Electricity at

NorthPark Center is provided by TXU. Each tenant's space is individually metered. Those meters are read by a meter reading service each month. NorthPark pays TXU for overall electricity usage and then bills each tenant based on the meter reading. NorthiPark has not yet received a meter reading for the Premises for the months of April or May. Based on the Debtor's average electricity bill, NorthPark estimates that $700.00 will be owed each month by the Debtor for electricity during the months of April and May. NorthPark reserves the right to amend this cure statement to iiiclude actual electricity charges once the meter is read. 9, The Lease also requires the Debtor to reimburse NoiiihPark for attorneys' fees and

expenses incurred in any bankruptcy case filed by the Debtor. Section 173 of the Lease provides, if Tenant files a voluntary petition under any section or chapter of the Federal Bankruptcy Code (11 U.S.C. 101 et seq., as amended) (the "Bankruptcy Code"), or if an involuntary petition is filed against Tenant seeking relief under any section or chapter of the Federal Bankruptcy Code, Tenant acknowledges that Landlord may, at its option> retain an attorney(s) to represent Landlord in such bankruptcy case, and, in such event, all attorneys' fees and expenses (including, without limitation, expenses of consulting or testifying expert witnesses) incurred by Landlord shall be paid by Tenant to Landlord as additional rental under this lease and payment thereof to Landlord shall constitute part of the cure required under Section 365(b)(1)(A) of the Federal Bankruptey Code if Tenant seeks to assume or assume and assign this lease. NorthPark estimates that its reasonable and necessary attorney's fees and expenses incurred between the petition date and the conclusion of the assignment of the Lease, if it is assumed, will be approximately $10,000.00. NorthPark reserves the right to amend this cure statement to include additional attorney's ftes and expenses. 10. The total amount required to cure monetary defaults under the Lease as of May 17,

2011, ia $27,56.5 8 as set out below,

Unpaid rent and other charges Anticipated eleetrjcity charges for May 2011 Subtotal Pitis: Attorneys fees and expenses through assignment ii.

$2,866.58 $ 700,00 $27,566.58 Undetermined

NortbPark objects to the Sale Motion to the extent the Debtor seeks to assume or

assume and assign the Lease without curing monetary defaults as set out herein or providing adequate assurance that they will be promptly cured, Dated: May 23, 2011 Respeotftilly submitted, K&L GATES LLP

Byjqs BiUingley
James H. Bilhingsley Texas State l3ar No. 00787084 1717 Main Street, Suite 2800 Dallas, TX 75201 Telephone: (214) 93-5500 Telecopy: (214) 939-5849 ATTORNEYS FOR NORTHPA1(K PARTNERS, LP

CERTIFICATE OF SERVICE
I certify that a true and correct copy of the foregoing was sent via overnight delivery to the following parties on May 23, 2011, Cathy Uershopf Cooley LLP 1114 Avenue of the Americas New York NY 10036 (212) 479-6138 Fax: (212) 479-6195 Fmail; cbershcopf@cooley.com Ronald A. Cliflbrd Blakeley & Blakeley, LLP 1000 Quail Street Suite 200 Newport Beach, CA 92660 (949) 260-0611 Fax: (949) 260-0613 Fmail: relifford@bandblaw.com
-

James H. Billingsley

EXHIBIT I
Metropark - Eankruptcy - Petition Date 05102111
Pre-Petition - 05101/11 Post Petition 0502I1 I

NorthPark Partners, LP
%R 06/01/10 EL 08/30/10 02/02111 EL EL 03/03/11 CK 04/01/11 CL 04/01111 TS 04/01111 04/01111 IT HK 04/01/11 CA. 04/01/11 HV 04/01/11 TX 04/01(11 EL 04101(11 CA 05/01111 HV 05/01/11 MR 05/01/I1 SR TR 05/01(11 05101/11 2009 % Rent Adj Electricity Electricity Electricity CarnY/E 2010 AdJ Cam 2011 Adj Tax WE 2010 AdJ Tax 2011 Adj Hvac 2011 Adj Common Area Expense Hvac Ad Valorem Tax Electricity Common Area Expense ($5,338.40 = 17221 per day) Hvac ($ 589.56 = 19.02 per day) Minimum Rent ($ 10,837.50 = 349.60 per day) Storage ($ 870.00 = 28.07 per day) Trash Removal ($ 52,02 = 1,68 per day) Ad Valorem Tax ($ 4,766.80 = 153.77 per day) Water ($ 13.03 = .42 per day) (858.12) 142.00 864.67 686.36 (2,801.01) 706.86 2,892,62 702.08 2601 235,62 8.67 234.03 716.42 172.21 19.02 349.80 28,07 1.68 153.77 0.42

5,16619 570.54 10,487.90 841.93 50.34 4613.03 12.61

TX 05101/11 WA 05101/11

Outstanding Balance Total Duo NPP,LP

4260.93

21,742.54 26,003.52

NorthPark Merchants Association 21 21 03/05/10 05101/11 Credit bal forward 21.1 Charge ($ 1,005.08 = 32.43 per day) Outstanding Balance Total Duo NPMA (142.02) 32.43

972.65

- (109.59)

972.65 - 86306

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