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BLAKELEY & BLAKELEY LLP 100 Park Avenue, Suite 1600 New York, NY 10017 Telephone: (212) 984-1033 Facsimile: (212) 880-6499 Scott E. Blakeley Ronald A. Clifford Counsel to The Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: METROPARK USA, INC., Case No. 11-22866 (RDD) Debtor. Chapter 11

MONTHLY FEE STATEMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JANUARY 1, 2012 THROUGH JANUARY 31, 2012 Blakeley & Blakeley LLP ("B&B"), counsel to the Official Committee of Unsecured Creditors (the "Committee") of Metropark USA, Inc. (the "Debtor"), hereby submits this Ninth Monthly Fee Statement (the "Monthly Fee Statement") for interim allowance of compensation for professional services rendered by B&B to the Committee for the period of January 1, 2012 through January 31, 2012 (the "Fee Statement Period") and reimbursement of actual and necessary expenses incurred by B&B during the Fee Statement Period. This Fee Statement is made pursuant to the Order Pursuant to Sections 105(a) and 331 of the Bankruptcy Code and Bankruptcy Rule 2016(a) Establishing Procedures for

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Interim Monthly Compensation and Reimbursement of Expenses of Professionals, entered on May 24, 2011, standing General Order M-412 of the Bankruptcy Court for the Southern District of New York, Sections 105(a) and 331 of the Bankruptcy Code, Rule 2016(a) of the Local Rules of the Bankruptcy Court for the Southern District of New York, and applicable United States Trustee Guidelines. In support of this Monthly Fee Statement, B&B represents as follows: Name of Professional: Authorized to provide professional services to: Date of retention: Blakeley & Blakeley LLP The Official Committee of Unsecured Creditors

Order entered on May 26, 2011 [Docket No. 165] authorizing employment of B&B nunc pro tunc to May 10, 2011

Period for which compensation and reimbursement is sought: Amount of compensation sought as actual, reasonable and necessary:

January 1, 2012 through January 31, 2012

$6,981.50

80% of compensation sought as $5,585.20 actual, reasonable and necessary: Amount of reimbursement sought as actual, reasonable and necessary: $12.80

/// ///

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STATUTORY BASIS 1. The statutory predicates for the relief requested herein are: (i) sections

328, 330 and 331 of the Bankruptcy Code; (ii) Rule 2016 of the Bankruptcy Rules; (iii) Rule 2016-1 of the Local Bankruptcy Rules; and (iv) the Monthly Compensation Procedures Order (defined below). PROCEDURAL BACKGROUND 2. On May 2, 2011, the Debtor filed its voluntary petition for relief under

Chapter 11 of the Bankruptcy Code. 3. On May 6, 2011, the Office of the United States Trustee appointed the

Committee in the above-referenced case pursuant to Section 1102(a)(1) of the Bankruptcy Code. EMPLOYMENT OF PROFESSIONAL 4. On May 26, 2011, the Court entered its Order authorizing the

employment of B&B as counsel to the Official Committee of Unsecured Creditors, nunc pro tunc to May 10, 2011. ORDER ESTABLISHING MONTHLY COMPENSATION PROCEDURE 5. On May 24, 2011, the Court entered an Order pursuant to Sections 105(a)

and 331 of the Bankruptcy Code and Bankruptcy Rules 2016(a) Establishing Procedures for Interim Monthly Compensation and Reimbursement of Expenses of Professionals (the "Monthly Compensation Procedures Order"), which sets forth the procedures for compensation and reimbursement of expenses for all professionals in this case. 6. In particular, the Monthly Compensation Procedures Order provides that

a professional may file and serve a Monthly Fee Statement with the Court on or before

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the twentieth (20th) day of each month following the month for which compensation is sough. Provided that there are no objections to a Monthly Fee Statement filed within thirty-five (35) days following the month for which compensation is sought, the Debtor is authorized to pay such professional eighty-percent (80%) of the fees and one-hundredpercent (100%) of the expenses requested in such Monthly Fee Statement. SERVICES PROVIDED DURING FEE STATEMENT PERIOD 7. During the Fee Statement period, B&B has provided services to the

Committee, including but not limited to: a. Reviewing and analyzing other employed professionals' fee requests; b. Reviewing, analyzing and evaluating the Debtor's cash collateral; c. Negotiating with the term lenders regarding resolution of their claim; and d. Reviewing and responding to creditor and Committee member inquiries regarding the case. RELIEF REQUESTED 8. B&B submits this Monthly Fee Statement (a) for compensation of the

actual and necessary professional services that it has rendered as counsel to the Committee for the period of January 1, 2012 through January 31, 2012; and (b) for reimbursement of actual, reasonable and necessary expenses incurred through its services for the Committee during that same period. 9. During the Fee Statement Period, B&B provided services to the

Committee in the amount of $6,981.50. For the same period, B&B incurred actual, reasonable and necessary expenses totaling $12.80. The aggregate amount of fees and expenses totals $6,994.30.

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10.

Detailed entries for B&B's services and expenses incurred are set forth in

the attached exhibits as follows: a. Exhibit 1 attached hereto contains the aggregated invoices for the Monthly Fee Statement period; and b. Exhibit 2 attached hereto contains a breakdown of hours and fees by B&B employee, and a breakdown of hours and fees by certain bankruptcy code categories. NOTICE 11. Pursuant to the Monthly Compensation Procedures Order, this Monthly

Fee Statement will be served via overnight mail upon: (i) counsel to the Debtor, Cooley LLP, 1114 Avenue of the Americas, New York, NY 10036 (Attn: Jeffrey L. Cohen, Esq.); (ii) counsel for the Office of the United States Trustee, 33 Whitehall Street, 21st Floor, New York, NY 10004 (Attn: Susan Golden); (iii) counsel to Wells Fargo Bank, N.A., Riemer & Braunstein LLP, 3 Center Plaza, Boston, Massachusetts 02108 (Attn: Donald E. Rothman), and (iv) Soloman 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. ///

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WHEREFORE, pursuant to the Monthly Compensation Procedures Order, B&B respectfully requests: (i) Payment by the Debtor of interim monthly compensation in the amount of $5,585.20, representing eighty percent (80%) of the actual, reasonable and necessary professional services rendered to the Committee during the period January 1, 2012 to January 31, 2012; and (ii) payment by the Debtor of interim monthly reimbursement in the amount of $12.80, representing one hundred percent (100%) of the actual, reasonable and necessary expenses incurred during the same period.

Dated: February 17, 2012

By: /s/ Ronald A. Clifford_____ Scott E. Blakeley Ronald A. Clifford Counsel for the Official Committee of Unsecured Creditors of Metropark USA, Inc.

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-----------------------------------------

EXHIBIT 1
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2 PARK PLAZA, SUITE 400 -- IRVINE, CALIFORNIA 92614 TELEPHONE (949) 260-0611 -- FACSIMILE (949) 260-0613 INTERNET: WWW.BLAKELEYLLP.COM

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Invoice submitted to: Metropark Jan 2012

January 31, 2012

Invoice # 10177

Professional Services Hrs/Rate 08 - GENRL CREDITOR INQUIRIES 1/9/2012 RAC Review and respond to e-mail from creditor inquiring as to the status of the case. 1/24/2012 RAC Review and respond to questions from an equity holder. 1/25/2012 RAC Review e-mail from creditor regarding their claim in the case. 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr [ 0.30 29.50 29.50 29.50 Amount

SUBTOTAL: 12 - B&B LLP EMP/COMPENSATION 1/3/2012 LT 1/16/2012 LT 1/17/2012 LT Draft e-mail to KS requesting December invoices. Begin drafting December fee statement. Review invoices and finish drafting December fee statement. Forward to RAC for review.

88.50]

0.10 165.00/hr 0.20 165.00/hr 0.30 165.00/hr 0.20 295.00/hr 0.20 165.00/hr 0.10 295.00/hr 0.10 165.00/hr

16.50 33.00 49.50 59.00 33.00 29.50 16.50

1/18/2012 RAC Review the fee statement for December. LT Review and finalize December fee statement. Forward to RAC for final review. File and serve, log in PM.

1/19/2012 RAC Review the final version of the fee statement of B&B for December 2011. LT Draft e-mail toRAC following up on review of December statement. fee

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Page

Hrs/Rate 1/19/2012 LT 1/20/2012 LT Review email fromRAC and fnalize and file December fee statement. Serve and log inPM. Calendar objection deadline to December fee statement. Calendar deadline to file January fee statement with reminders, and send e-mail to KSB regarding deadline to provide invoices. 0.30 165.00/hr 0.30 165.00/hr 0.80 295.00/hr 0.40 295.00/hr [ 3.00

Amount 49.50 49.50

1/25/2012 PMS Research amount of claim and type of claim for committee members (0.4); Review and revise the Verified 2019 Statement (0.4). 1/26/2012 PMS Further revise the Rule 2019 Statement (0.2); Draft email LT and RC to discussing the revisions and need for additional claim information. (0.2) SUBTOTAL: 16 - EMP/COMP OF PROFESSIONALS 1/9/2012 RAC Review the entered order on the CRG final fee application. RAC Determine the amount of cash outstanding in the case that must be paid to CRG. 1/12/2012 RAC Review the fee notice from Omni Management. (.2) Conferences regarding the same. (.1) Review Omni's website as to the postings regarding the case. (.1) Draft e-mail to A. Velinsky inquiring as to the need to continue to employ Omni. (.1) 1/19/2012 PMS Review Fee Statements for Cooley, CRG and B&B to determine amount paid and amounts still owing. RAC Review notice of appeal ofCRG final fee application. (.1) Conference call with A. Velinsky regarding the same. (.5) 1/20/2012 RAC Review the December fee statement of Cooley LLP. LT Pull Debtor's counsel's December fee statement and save to the server. Review and draft e-mailing with comments regarding the same RAC to with copy. [

236.00 118.00

690.00]

0.10 295.00/hr 0.30 295.00/hr 0.50 295.00/hr

29.50 88.50 147.50

1.70 295.00/hr 0.60 295.00/hr 0.20 295.00/hr 0.30 165.00/hr

501.50 177.00 59.00 49.50

SUBTOTAL: 28 - USE OF CASH COLLATERAL 1/3/2012 RAC Draft e-mail to S.Mayerson to schedule a call to discuss the cash collateral issues.

3.70

1,052.50]

0.10 295.00/hr

29.50

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Page

Hrs/Rate 1/3/2012 RAC Call to S. Mayerson to discuss the cash collateral budget. (.1) Review the agenda for the cash collateral hearing. (.1) 1/4/2012 SEB Discuss cash collateral budget and secured creditor's objections. 0.20 295.00/hr 0.30 425.00/hr 0.30 295.00/hr

Amount 59.00 127.50 88.50

RAC Review e-mail from the court regarding the telephonic appearance at the cash collateral hearing. (.1) Draft e-mail to A. Velinsky regarding the budget for the use of cash collateral. (.1) Draft e-mail to S. Mayerson to schedule a conference call to discuss the case. (.1) RAC Review e-mail from A.Velinsky regarding the cash collateral budget. RAC Draft e-mail to A.Velinsky and S. Mayerson requesting the cash collateral budget. RAC Review e-mail from A.Velinsky regarding the adjournment of the cash collateral hearing. LT Review e-mail fromRAC and add item to task list. Draft email to Judge Drain's chambersrequesting telephonic appearance for cash collateral hearing. Review confirmation from chambers and call CourtCall to set up. Conferences regarding cash collateral hearing.

0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.50 165.00/hr 0.20 425.00/hr 0.70 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 165.00/hr 0.10 295.00/hr 0.10 295.00/hr

29.50 29.50 29.50 82.50

1/5/2012 SEB

85.00 206.50 29.50 29.50 29.50 16.50

RAC Appear at hearing on the use of cash collateral. 1/9/2012 RAC Draft e-mail to A.Velinsky regarding the cash collateral hearing. RAC Review the 1/5 hearing agenda to determine when the cash collateral hearing was continued until. RAC Review e-mail from A.Velinsky regarding the cash collateral hearing continuance. LT Review e-mail fromRAC and calendar continued hearing on use of cash collateral with reminders, and a reminder to request/set up telephonic appearance forRAC at the hearing. Confirm with RAC.

1/12/2012 RAC Draft e-mail to S.Mayerson and A. Velinsky to inquire as to the status of the cash collateral budget. 1/16/2012 RAC Draft e-mail to S.Mayerson and A. Velinsky regarding the cash collateral budget.

29.50 29.50

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Hrs/Rate 1/16/2012 RAC Review e-mail from A.Velinsky regarding the cash collateral budget. 1/17/2012 RAC Draft e-mail to A.Velinsky inquiring as to whether he has heard back from the term lenders as to the cash collateral budget. 1/18/2012 PMS Review draft of the seventh cash collateral order and compare to the sixth order(0.5); review the seventh cash collateral budget and compare to B&B's fee statement(0.4); draft and revise email to RC providing comments on the draft of the seventh cash collateral order and the budget (0.3); Conference concerning the draft seventh cash collateral order and additional matters to review RAC Review e-mails from A.Velinsky regarding the cash collateral budget and order. (.1) Conferences regarding the same. (.1) Review and respond to e-mail from C.Herschopf regarding the cash collateral budget and order. (.1) 1/19/2012 PMS Review the seven cash collateral orders and budgets to determine cash on hand, payment of tax claims and issues involving relief from stay for default (1.7); Conference with RC discussing results of review(0.3); Draft and revise email summarizing results of review of the documents (0.4). RAC Review e-mail from A.Velinsky regarding the cash collateral budget. RAC Draft e-mail to A.Velinsky and S. Mayerson regarding the cash collateral budget. RAC Review e-mail from A.Velinsky regarding the payment of tax claims. (.1) Conferences regarding the same. (.1) 1/20/2012 RAC Review e-mails from A.Velinsky regarding the cash collateral budgets. (.1) Review the revised budget. (.1) Conferences regarding the revised budget. (.1) RAC Review and respond to e-mail from A. Velinsky regarding the cash collateral budget. 1/23/2012 PMS Review email to the Court regarding the Seventh Cash Collateral Order. RAC Review e-mail from A.Velinsky to chambers regarding the continued use of cash. 1/24/2012 RAC Review e-mail from chambers regarding the cash collateral order. LT Review Seventh Interim Cash Collateral Order and save to the server. 0.10 295.00/hr 0.10 295.00/hr 1.50 295.00/hr

Amount 29.50 29.50 442.50

0.30 295.00/hr

88.50

2.40 295.00/hr

708.00

0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.30 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.10 295.00/hr 0.10 165.00/hr

29.50 29.50 59.00 88.50

29.50 29.50 59.00 29.50 16.50

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Page

Hrs/Rate 1/25/2012 RAC Review the entered cash collateral order. 0.20 295.00/hr [ 9.10

Amount 59.00

SUBTOTAL: 52 - CASE ADMINISTRATION 1/3/2012 RAC Review e-mail fromM. Diaz with notice of agenda of hearing. 1/9/2012 RAC Review the docket for recent filings in the case. 1/10/2012 RAC Review and respond to e-mail from Committee member regarding the status of the case. 1/12/2012 RAC Draft e-mail to S.Mayerson to attempt to schedule a conference call to discuss the case. 1/13/2012 RAC Review and respond to e-mail from S. Mayerson in response to meeting request. RAC Review and respond to e-mail from S. Mayerson regarding the scheduling of a conference call. RAC Draft e-mail to S.Mayerson to request an offer to resolve the case be placed in writing. 1/16/2012 RAC Call to S. Mayerson to discuss the case. Draft e-mail to S. Mayerson to request a conference call to discuss the case. 1/17/2012 RAC Call with creditor to discuss the status of the case. RAC Draft e-mail to S.Mayerson to inquire as to whom can be contacted at Squire Sanders to discuss the case. RAC Review and respond to e-mails from S. Mayerson regarding the case. Conferences regarding the case. 1/18/2012 RAC Review the cash collateral orders in the case. (.6) Conferences regarding the debtor's cash assets. (.4) Determine whether tax claims have been paid post-petition. (.2) Determine what the bar date for the preference actions is. (.1) Discuss winding down of the case. (.1) Draft e-mail to S. Mayerson to discuss the case. (.1) 1/19/2012 RAC Conferences regarding the case. (.4) Review the operating report for December. (.4) Review Committee members' receiptsregarding attendance at the lease auction. (.1) Review summary of the administrative expenses outstanding in the case, and the secured

2,658.50]

0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.10 295.00/hr 0.20 295.00/hr 0.50 295.00/hr 0.10 295.00/hr 0.40 295.00/hr 1.50 295.00/hr

29.50 29.50 29.50 29.50 29.50 29.50 29.50 59.00 147.50 29.50 118.00 442.50

1.50 295.00/hr

442.50

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Page

Hrs/Rate creditors' right to relief from stay. (.3) Draft status update to the Committee. (.3) 1/20/2012 PMS Discussion regarding status of case and next steps (0.2); Review the revised Budget and ensure no changes were made to the Seventh Cash Collateral Order (0.8) 1/24/2012 RAC Conferences regarding the remaining cash in the estate. 1.00 295.00/hr 0.40 295.00/hr [ 6.30

Amount

295.00

118.00

SUBTOTAL: 68 - BANKRUPTCY LITIGATION 1/25/2012 SEB Discussion regarding preference analysis and claims to collect.

1,858.50]

0.40 425.00/hr 0.30 295.00/hr 0.60 295.00/hr [ 1.30

170.00 88.50 177.00

RAC Conferences regarding the preference actions in the case. 1/27/2012 RAC Perform preference analysis.

SUBTOTAL: 76 - CLAIMS ADMIN & OBJECTIONS 1/25/2012 LT Draft 2019 statement and forward to PMS and RAC for review. Review e-mail from PS and review claims register for information regarding Committee Members' claims.Review asset sale information. Revise 2019 statement andforward to PMS with claim information.

435.50]

1.20 165.00/hr

198.00

SUBTOTAL: For professional services rendered Additional Charges : 1/31/2012 EXP Photocopy - January 2012

1.20 24.90

198.00] $6,981.50

12.80 $12.80 $6,994.30

Total additional charges Total amount of this bill

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Timekeeper Summary Name Scott E. Blakeley, Attorney Peter M. Sweeney, Attorney Ronald A. Clifford, Attorney Lauren Thomas, Paralegal Payment in full is due upon receipt of this invoice. Please remit payment to: Blakeley & Blakeley LLP P.O. Box 5865 Irvine, California 92616-5865 Hours 0.90 7.90 12.40 3.70 Rate 425.00 295.00 295.00 165.00 Amount $382.50 $2,330.50 $3,658.00 $610.50

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EXHIBIT 2
-----------------------------------------

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2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM
BREAKDOWN OF HOURS AND FEES January 1, 2012 to January 31, 2012

ATTY SEB PMS RAC LT

NAME Scott E. Blakeley Peter M. Sweeney Ronald A. Clifford Lauren Thomas TOTAL HOURS AND FEES

HOURS 0.9 7.9 12.4 3.7 24.9

RATE $425.00 $295.00 $295.00 $165.00

AMOUNT $382.50 $2,330.50 $3,658.00 $610.50 $6,981.50

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2PARKPLAZASUITE400IRVINECALIFORNIA92614 TELEPHONE(949)2600611FACSIMILE(949)2600613 INTERNET:WWW.BLAKELEYLLP.COM


BREAKDOWN OF HOURS AND FEES BY BANKRUPTCY CODE CATEGORIES January 1, 2012 to January 31, 2012

Bankruptcy Code Category General Creditor Inquiries Compensation of Committees Professionals Employment and Compensation of Professionals Use of Cash Collateral Case Administration Bankruptcy Litigation Claims Administration & Objections Total of Attorney/Staff Hours and Fees Total Expenses Grand Total of Atty/Staff Hours, Fees and Expenses

Total Hours 0.3 3.0 3.7 9.1 6.3 1.3 1.2 24.9

Total Fee Amount $88.50 $690.00 $1,052.50 $2,658.50 $1,858.50 $435.50 $198.00 $6,981.50 $12.80

24.9

$6,994.30

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2PARKPLAZASUITE400IRVINECALIFORNIA92614

TELEPHONE(949)2600611FACSIMILE(949)2600613

INTERNET:WWW.BLAKELEYLLP.COM
BREAKDOWN OF MONTHLY EXPENSES January 1, 2012 to January 31, 2012

Date 01/31/12 TOTAL

Copy $12.80 $12.80

Facsimile $0.00 $0.00

Travel $0.00 $0.00

Postage $0.00 $0.00

Court Fees $0.00 $0.00

Delivery $0.00 $0.00

Computer Research $0.00 $0.00

Total $12.80 $12.80

*Court Fees include Court Conference Call Fees

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Certificate

BLAKELEY & BLAKELEY LLP 100 Park Avenue, Suite 1600 New York, NY 10017 Telephone: (212) 984-1033 Facsimile: (212) 880-6499 Scott E. Blakeley Ronald A. Clifford Counsel to The Official Committee of Unsecured Creditors IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: METROPARK USA, INC., Debtor. Chapter 11 Case No. 11-22866 (RDD)

CERTIFICATE OF SERVICE I, Lauren Thomas, hereby certify that I am not less than 18 years of age, and that on February 17, 2012, a true and correct copy of the foregoing MONTHLY FEE STATEMENT OF BLAKELEY & BLAKELEY LLP AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR THE PERIOD FROM JANUARY 1, 2012 THROUGH JANUARY 31, 2012 was electronically transmitted through the Courts ECF system to all parties indicated on the electronic filing receipt. Additionally, the foregoing was served via overnight delivery on February 17, 2012 upon the following:

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Certificate

Counsel for Debtor Cathy Hershcopf, Esq. Jeffrey L. Cohen, Esq. Cooley LLP 1114 Avenue of the Americas New York, NY 10036 Counsel for the United States Trustee Susan Golden, Esq. Office of the United States Trustee 33 Whitehall Street, 21st Floor New York, NY 10004 Counsel for Wells Fargo Bank, N.A. Donald E. Rothman, Esq. Riemer & Braunstein LLP 3 Center Plaza Boston, MA 02108 Counsel for Bricoleur Capital Partners, LP Michael D. Breslauer, Esq. Solomon Ward Seidenwurm & Smith, LLP 401 B Street, Suite 1200 San Diego, CA 92101

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. California. Dated: February 17, 2012 /s/ Lauren Thomas Lauren Thomas Executed on February 17, 2012, at Irvine,

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