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

1 ---------------------------------------------------------------x : : : : : : : x

Chapter 11

Case No. 11-22866 (RDD)

ORDER EXPANDING THE SCOPE OF THE EMPLOYMENT AND RETENTION OF OMNI MANAGEMENT GROUP LLC TO INCLUDE SERVICES WITH RESPECT TO PREPARATION OF THE DEBTORS SCHEDULES OF ASSETS AND LIABILITIES AND STATEMENT OF FINANCIAL AFFAIRS Upon the supplemental application, dated June 6, 2011 (the Supplemental Application), of the above-captioned debtor and debtor in possession (the Debtor) for and order authorizing the Debtor to expand the scope of employment and retention of Omni Management Group LLC (Omni) to provide services with respect to the preparation of the Debtors schedules of assets and liabilities and statement of financial affairs as set forth in the engagement agreement (the Engagement Letter) dated as of April 28, 2011, a copy of which is attached hereto as Exhibit A, nunc pro tunc to May 2, 2011, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016 and Rules 2014-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules); and the Court having jurisdiction to consider the Supplemental Application and the relief requested therein pursuant to 28 U.S.C. 157(b) and 1334; and consideration of the Supplemental Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C. 1408 and 1409; and after sufficient notice of the Supplemental Application there being no objection thereto; and the Court having reviewed the Supplemental Application and the Supplemental Declaration of Brian K. Osborne, a member of Omni (the Osborne Supplemental Declaration); and the Court being
1

The Debtors tax identification number is 81-0636659.

1729491 v1/NY

satisfied that (a) Omni neither holds nor represents any interest adverse to the Debtors estate, that (b) Omni is a disinterested person as that term is defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the Bankruptcy Code, and (c) that the requested expansion of Omnis retention is necessary and in the best interests of the Debtors estate; and after due deliberation and sufficient cause appearing therefor, it is ORDERED that: 1. The Supplemental Application is granted to the extent set forth herein, nunc pro

tunc to May 2, 2009. 2. The Debtor is authorized pursuant to sections 327(a) and 328(a) of the

Bankruptcy Code to expand the scope of employment and retention of Omni Management to provide services with respect to the preparation of the Debtors schedules of assets and liabilities and statement of financial affairs as set forth in the Engagement Letter and the Supplemental Application. 3. Omni is authorized to render the additional professional services to the Debtor as

described in the Engagement Letter and the Supplemental Application. 4. The Debtor is authorized to compensate Omni on a monthly basis and without

further order of the Court for those services performed by Omni on account of any Additional Services2 during the preceding calendar month, on or after that date which is ten (10) calendar days following service of the relevant monthly invoice on each of: (i) the Debtor, (ii) counsel for the Debtor, (iii) the Office of the United States Trustee, and (iv) counsel for any statutory creditors committee that has been appointed in this chapter 11 case (collectively, the Notice Parties). In the event that one or more of the Notice Parties objects to the invoice within the ten day period following service of a monthly invoice as provided for herein, the Debtor will pay Omni only the undisputed portion of the invoice, if any. If an objection to an invoice is made, the objecting party shall schedule a hearing before the Court to consider the disputed invoice or the
2

Capitalized terms not specifically defined herein shall have the meanings given to them in the Supplemental Application.

disputed portion thereof, as applicable. The Debtor shall pay the disputed portion of any such invoice to Omni only upon authorization of the Court that such disputed portion, or a sub-portion thereof, shall be paid, following notice and hearing thereon. If any dispute arises between Omni and the Debtor with respect to fees and expenses, such dispute shall be presented to the Court for resolution. 6. If any additional engagement letter, supplemental declarations or affidavits are

filed and served after the entry of this Order, absent any objections filed within twenty (20) days after the filing and service of such letters, supplemental declarations or affidavits, Omnis employment shall continue as authorized pursuant to this Order and shall include such services described in any additional engagement letter. 7. Ten business days notice must be provided by Omni to the Debtor, the United

States Trustee and any official committee prior to any increases in the rates set forth in the Engagement Letter, and such notice must be filed with the Court. 8. The Debtor is authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Supplemental Application. 9. The Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. Dated: White Plains, New York June 16, 2011

/s/Robert D. Drain Honorable Robert D. Drain United States Bankruptcy Judge

EXHIBIT A Engagement Letter

1729491 v1/NY