SHIPMAN & GOODWIN, LLP Julie A.

Manning (JM 7850) One Constitution Plaza Hartford, CT 06103 Telephone: (860) 251-5000 Facsimile: (860) 251-5218 Attorneys for Epicor Retail Solutions Corporation UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : : : METROPARK USA, INC., : : : Debtor. : __________________________________________ : IN RE: Chapter 11 Case No. 11-22866 (RDD)

Re: Doc. Id. No. 15

OBJECTION TO DEBTORS MOTION FOR AN ORDER PURSUANT TO SECTIONS 105(a) AND 366 OF THE BANKRUPTCYCODE (I) PROHIBITING UTILITIES FROM ALTERING, REFUSING, OR DISCONTINUING SERVICE; (II) DEEMING UTILITIES ADEQUATELY ASSURED OF FUTURE PAYMENT, AND (III) ESTABLISHING PROCEDURES FOR DETERMINING ADEQUATE ASSURANCE OF PAYMENT Epicor Retail Solutions Corporation, f/k/a NSB Retail Solutions Inc. (Epicor), hereby objects to the Debtors Motion for an Order Pursuant to Sections 105(a) and 366 of the Bankruptcy Code (I) Prohibiting Utilities from Altering, Refusing, or Discontinuing Service, (II) Deeming Utilities Adequately Assured of Future Payment, and (III) Establishing Procedures for Determining Adequate Assurance of Payment dated May 2, 2011 (Doc. Id. No. 15) (the Utilities Motion), since, among other things, Epicor is not a utility under Section 366 of the Bankruptcy Code. In support of its Objection, Epicor states as follows:

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1.

Epicor and Metropark USA Inc. (the Debtor) are parties to the NSB

Managed Services Agreement dated September 21, 2005 (the Managed Services Agreement). Pursuant to the provisions of the Managed Services Agreement, Epicor agreed to, among other things: (i) provide the Debtor with access to computer hosted applications; (ii) grant the Debtor licenses in connection with Connected Retailer Store Software; and (iii) provide the Debtor software and point of sale equipment support and maintenance services, in exchange for the Debtors payment for such services 2. In accordance with Section 4 of the Managed Services Agreement, the

Debtor acknowledged and agreed that it has no title or right of ownership in or to the Managed Services and Software, as those terms are defined therein, or any component thereof. 3. In accordance with Section 11 of the Managed Services Agreement, the

Managed Services fees, including but not limited to POS Equipment Maintenance Services, are due and payable in advance. 4. As of the date of the filing of its Chapter 11 Petition, the Debtor was

indebted to Epicor in an amount not less than $390,000.00. 5. Since the filing of its Chapter 11 Petition, Epicor has continued to provide

services to the Debtor pursuant to the Managed Services Agreement, but the Debtor has not made any payments to Epicor for services rendered. As of May 2, 2011, Epicor has invoiced the Debtor for services payable under the Managed Services Agreement in an amount not less than $200,000.00.

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6.

While Exhibit A to the Utilities Motion lists several parties who appear to

provide services of the type contemplated by Section 366 of the Bankruptcy Code, Epicor (formerly NSB) also appears on the Exhibit A list of Utility Companies. 7. Although the Bankruptcy Code does not define the term utility, the term

governs regulated public utilities providing electric, gas, telephone and water services. 3 Collier on Bankruptcy, 366.05 (16th Ed. 2010). 8. Epicor objects to its inclusion on the Exhibit A Utilities Companies list

since access to computer hosted applications, the grant of licenses in connection with the Connected Retailer Store Software, and the software and point of sale equipment support and maintenance services are not the type of services contemplated to be governed by Section 366 of the Bankruptcy Code. 9. All references to Epicor in the Utilities Motion, Exhibit A to the Utilities

Motion and/or any Order Granting the relief set forth in the Utilities Motion should be removed. 10. Epicors rights and remedies with regard to the defaults under the Master

Servicer Agreement are contained therein, and Epicor will seek appropriate remedies from the Court if the post-petition amounts due and owing are not promptly paid by the Debtor.

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WHEREFORE, Epicor hereby respectfully requests that the Court sustain its objection to the Utilities Motion and grant it such other and further relief as it deems just and appropriate. Dated at Hartford, Connecticut, this 12th day of May, 2011. EPICOR RETAIL SOLUTIONS CORPORATION

By:/s/ Julie A. Manning______ Julie A. Manning (JM 7850) Shipman & Goodwin LLP One Constitution Plaza Hartford, CT 06103-1919 (860) 251-5000 Its Attorneys

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