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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK . . Chapter 11 IN RE: . . Case No. 11-22866-rdd METROPARK USA, INC. . . New York, New York . January 5, 2012 Debtor. . . . . . . . . . . . . . . . . . TRANSCRIPT OF APPLICATION FOR FINAL PROFESSIONAL COMPENSATION; NOTICE OF AND FIRST AND FINAL APPLICATION OF CRG PARTNERS GROUP, LLC, FINANCIAL ADVISORS TO THE DEBTOR, FOR COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD FROM MAY 2, 2011 THROUGH OCTOBER 31, 2011, FOR CRG PARTNERS GROUP, LLC, ACCOUNTANT; PERIOD: 5/2/11 to 10/31/11l FEE: $366,504.75; EXPENSES: $30,504.46 BEFORE THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE APPEARANCES: (Via Telephone) Alex Velinsky, Esq. COOLEY, LLP Ronald A. Clifford, Esq. BLAKELEY & BLAKELEY, LLP Brian Masumoto, Esq. OFFICE OF THE U.S. TRUSTEE

For the Debtor:

Audio Operator:

Electronically Recorded by Elvira Aguirre, ECRO

AudioEdge Transcription, LLC 425 Eagle Rock Avenue - Suite 201 Roseland, New Jersey 07068 (973) 618-2310 www.audioedgetranscription.com Proceedings recorded by electronic sound recording, transcript produced by certified transcription service.

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(Proceedings commence at 10:26 a.m.) THE COURT: Okay. Metropark. Alex

MR. VELINSKY:

Good morning, Your Honor.

Velinsky of Cooley, LLP for the debtor. me to appear telephonically.

Thanks for allowing

Also on the line is Craig Boucher of CRG Partners Group, LLC, whose final fee application is on for today. THE COURT: Right. I think I also have someone from

Blakeley and Blakeley -- or Blakeley and Blakeley? MR. VELINSKY: committee. THE COURT: Right. Ronald Clifford? No. That would be counsel to the

THE OPERATOR: THE COURT: All right.

Your Honor, his line disconnected. Fine.

Oh, okay.

So this is the final fee application for

I saw no opposition to it. MR. VELINSKY: We received some informal comments They requested some

from the United States Trustee's Office. additional backup on the expenses. THE COURT: Right.

MR. VELINSKY:

Which CRG provided.

And they

requested that CRG reduce its expenses by $928. THE COURT: Okay. In connection with that, CRG was And the form of order that I

MR. VELINSKY:

happy to make that reduction.

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will submit by email will reflect that reduced amount. THE COURT: Okay. And the UST's office emailed me,

MR. VELINSKY:

indicating that with those changes, they had no objection to entry of an order. THE COURT: Masumoto? MR. MASUMOTO: THE COURT: That's correct, Your Honor. And that included the cupcakes? Okay. All right. Is that right, Mr.

Okay.

MR. MASUMOTO: THE COURT:

I assume so.

Okay. I believe that's correct. All right. So with those

MR. VELINSKY: THE COURT:

All right.

changes, I am okay with the fee application. I have a question about payment and the status of the case. MR. VELINSKY: THE COURT: Uh-huh.

The sale happened, I mean, the main sale And I just

happened now some time ago, I guess late May.

want to make sure there is sufficient cash here without other administrative creditors being left at risk of being -holding the bag. MR. VELINSKY: Yes, there is sufficient cash.

Cooley has been advised by the debtor that, at the request of the second lien lenders, who are in the first secured

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position at this point, that they will be seeking to replace Cooley as debtor's counsel with a less expensive firm. I'm not in the position to inform the Court as to the status of discussions between the committee and the term lender group. discussions. The debtor hasn't been involved in those So I understand that they are ongoing. They're

-- I believe they're looking towards some sort of global resolution of the case, so we can come to an end. THE COURT: All right. Well, I guess that was --

that was my next point. But as far as the cash position of the estate, there's no risk here that -- that other administrative creditors similarly situated won't be left with a deficiency if I allow these fees, most of which have already been paid. We were talking about 85,000 or so. MR. VELINSKY: that's my understanding. That's correct, Your Honor. And

And you will see within the next

week or so an agreed-upon subsequent interim cash collateral order and budget -THE COURT: Okay. -- that will provide for the payment

MR. VELINSKY:

of these fees and some other smaller amounts -THE COURT: All right. -- on --

MR. VELINSKY: THE COURT:

So this is within what's being

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contemplated by the secured creditor. MR. VELINSKY: THE COURT: That -- that is my understanding. So in light of all that,

All right.

I'll grant the application, including the payments, as per the budget that's going to be forthcoming. MR. VELINSKY: THE COURT: Thank you.

So you can email the order in on that.

I am a little concerned that we don't yet have a -unless there's more going on behind the scenes -- an exit strategy here that debtor is, based on at least professional fees, losing a fair amount of money, now that the business has stopped. Does it make any sense to have a case conference on this, to see what's going on? MR. VELINSKY: But Your Honor, if you would allow me

to just advise the other parties in the case that -- of Your Honor's concern, and see if that doesn't move things along a bit. THE COURT: Okay. And if, upon inquiry, they are not

MR. VELINSKY:

moved to act, I will seek a conference at that time. THE COURT: Thank you. MR. VELINSKY: THE COURT: Absolutely. Okay. That's fine. I appreciate that.

So you can email the order into

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chambers. MR. VELINSKY: THE COURT: Thank you, Your Honor. Thank you.

All right.

(Proceedings concluded at 10:31 a.m.) *****

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 S/ Coleen Rand

I certify that the foregoing is a correct transcript from the electronic sound recording of the proceedings in the above-entitled matter.

February 17, 2012

Coleen Rand, AAERT Cert. No. 341 Certified Court Transcriptionist For AudioEdge Transcription, LLC