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 TIlE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

INRE: METRO1'ARK USA, INC., Debtor.

Case No. 11-22866 (RIW)

(Chapter 11)

NORTHPARK PARTNERS, LP'S AMENDED CURE STATEMENT IN CONNNECTION WITH NOTICE OF ASSUMPTION AND ASSIGNMENT OF UNEXPIRED LEASE OF NONRESIDENTIAL REAL PROPERTY

NorthPark Partners, LP ("NorthPark"), a lessor under a nonresidential real property lease with Metropark USA, Inc. (the "Debtor"), files this amended cure statement in connection with the Notice of Assumption and Assignment of Unexpired Lease of Nonresidential Real Property [Docket No. 212] (the "Assumption Notice") and amends its previously filed cure statement [Docket No. 144]. 1. NorthPark and the Debtor entered into a Shopping Center Lease dated January 11,

2006 (the "Lease") covering certain non-residential real property at NorthiPark Center in Dallas, Texas referred to as Space 2M2-2 120 (the "Premises") 2. 3. The Debtor has a copy of the Lease in its possession. The Debtor's identification number for the Premises is Store # 11. I
DA-3192314 v2 1280712-00075

4.

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 Schedule 2 to the Assumption Notice, 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 June 17, 2011, is

$48,484.20. Exhibit 1 attached hereto illustrates the accrued and unpaid charges due under the Lease as of June 17, 2011, excluding attorneys fees and unbilled electricity charges 7. The Lease requires the Debtor to pay monthly electricity 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 TXIJ for overall electricity usage and then bills each tenant based on the meter reading. NorthPark has not yet received a meter reading for the Premises for the months of May or June. Based on the Debtor's average electricity bill, NorthPark estimates that a total of $1,100.00 will be owed by the Debtor for electricity during the months of May and June. NorthPark reserves the right to amend this cure statement to include actual electricity charges once the meter is read. 8. The Lease also requires the Debtor to reimburse NorthPark for attorneys' fees and

expenses incurred in any bankruptcy case filed by the Debtor. Section 17.3 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 Bankruptcy Code if Tenant seeks to assume or assume and assign this lease. Through June 17, 2011, NorthPark has incurred reasonable and necessary attorney's fees and expenses of $19,818.00. NorthPark estimates that additional legal fees and expenses of $10,000.00 will be incurred through the conclusion of the assignment of the Lease. NorthPark reserves the right to amend this cure statement to include additional attorney's fees and expenses. 9. The total amount required to cure monetary defaults under the Lease as of June 17,

2011, (excluding unbilled utilities) is $48,484.20. The total estimated cure amount, including unbilled utilities and attorneys fees required through the conclusion of the assignment of the Lease, is $59,584.20, as set out below. Unpaid rent and other charges Unpaid Merchants Association charges Attorneys fees and expenses through June 17 Subtotal Anticipated electricity charges for May 2011 Anticipated electricity charges for June 2011 Anticipated attorneys fees and expenses through closing Total 10. $26,798.06 $ 1,868,14 $19 818.00
,

$48,484.20 $ 780.00 $ 320.00 $10,000.00 $59584.20

NorthPark objects to the Assumption Notice 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: June 21, 2011

Respectfully submitted, K&L GATES LLP

By: /s/James H. Billingsley

James H. Billingsley Texas State Bar No. 00787084 1717 Main Street, Suite 2800 Dallas, TX 75201 Telephone: (214) 9395500 Teleeopy: (214) 939-5849
ATTORNEYS FOR NORTHPARK PARTNERS, LP

ru

CERTIFICATE OF SERVICE I certify that a true and correct copy of the foregoing was sent via overnight delivery to the following parties on June 21, 2011. Via Overntght Mail Cathy Hershcopf Cooley LLP 1114 Avenue of the Americas New York, NY 10036 Email: chershcopf@cooley.com Via Email Peter B. Siroka, Esq. Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004 Email: peter.sirokfriedfrank.com Via Regular Mail Forest City Commercial Management, Inc. Attn: Lease Administration Department 700 Terminal Tower 50 Public Square Cleveland, OH 44113 Via Email Alan D. Halperin, Esq. HALPER1N BATTAGLIA RAICHT, LLP 555 Madison Avenue, 9th Floor New York, NY 10022 Email: ahalperin@haIperin1aw.net Via Overnight Mail Ronald A. Clifford Blakeley & Blakeley, LLP 1000 Quail Street Suite 200 Newport Beach, CA 92660 Email: rclifford@bandblaw.com Via Email Dustin P. Branch 2029 Century Park East, Suite 2600 Los Angeles, CA 90067-30 12 Email: dustin,branch@kattenlaw.com Via Email han Markus, Esq. LeClairRyan, a Professional Corporation 545 Long Wharf Drive, 9th Floor New Haven, CT 06511 Email: ilan.niarkus@leclairryan.com Via Regular Mail Simon Property Group, Inc. Attn: Ronald M. Tucker, Esq. 225 West Washington Street Indianapolis, Indiana 46204

Via Email
Niclas A. Ferland, Esq. LeClairRyan, a Professional Corporation 545 Long Wharf Drive, 9th Floor New 1-Taven, CT 06511 Email: nielas.ferland(1ec1airryan.corn

Via Regular Mail Memorial City MaIl, LP Attn: Legal Department 820 Gessner, Suite 1800 Houston, TX 77024

/s/Jarnes H. Billingslev

James H. Billingsley

EXHIBIT 1

Metropark - Bankruptcy - Petition Date 05/02111

Pre-Petition - 05/01/11 NorthPark Partners, LP Post Petition 05/02/11 -

%R 06101/10 EL 06/30/10 EL 02/02/11 EL 03103/11 CK 04/01/11 CL 04101/11 04101/11 TS TT 04101/11 HK 04101/11 CA 04/01/11 HV 04/01/11 TX 04101/11 EL 04/01/11 CA 05/01/11 HV MR TR TX WA EL CA HV MR TR TX WA 05101/11 05/01/11 05101/11 05/01/11 05101/11 05103/11 06101/11 06101/11 06101/11 06101111 06101/11 06/01/11

2009% RentAd Electricity Electricity Electricity Cam VIE 2010 Adj Cam2011 Ad] Tax V/E 2010 Ad] Tax 2011 Ad] Hvac 2011 Ad] CommonArea Expense Hvac Ad Valorem Tax Electricity CommonArea Expense ($ 5,338.40 = 172.21 per day) Hvac ($589.56 = 19.02 per day) Minimum Rent ($ 10,837.50 = 349.60 per day) Trash Removal ($52.02 = 1.68 per day) Ad Valorem Tax ($4,766.80 = 153.77 per day) Water ($13.03=.42 perday) Electricity ($942.19 @ 32 days = 29.45 per day) CommonArea Expense Hvac Minimum Rent Trash Removal Ad Valorem Tax Water

(858.12) 142.00 664.67 666.36 (2,601.01) 706.86 2,892.62 702.08 26.01 235.62 8.67 234.03 716.42 172.21
WaXIB

349.60 1.68 153,77

-,p1 1*LISI 'r.Js1 .

25.65

5,338.40 589.56 10,837.50 52.02 4,766.80 13.03

Outstanding Balance Total Due NPP,LP

5,116.41

21,681.65 26,798.06

NorthPark Merchants Association 21 21 03105/10 Credit bal forward

05101/11 08101/11

21

21.1 Charge ($ 1,005.08 = 32.43 per day) 21.1 Charge

Outstanding Balance Total Due NPMA

(142.02) 32.43

972.65 1,005.08

(109.59)

1,977.73
1,868.14