UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------- x : In re : : LEHR CONSTRUCTION CORP., : : Debtor. : : ---------------------------------------------------------------- x

Chapter 11 Case No. 11-10723 (SHL)

ORDER AUTHORIZING PAYMENT OF PREPETITION CRITICAL CONSTRUCTION CLAIMS FOR SUBCONTRACTORS AND VENDORS WHO HAVE STATUTORY LIEN RIGHTS Upon the amended motion dated March 28, 2011 (the Motion), 1 of Lehr Construction Corp., as debtor and debtor in possession (the Debtor), 2 for an order, pursuant to sections 105(a), 363(b), 1107(a), and 1108 of the Bankruptcy Code and Rule 6004 of the Bankruptcy Rules authorizing the debtor to pay in the ordinary course of business Critical Construction Claims, all as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334 and the Standing Order of Referral of Cases to Bankruptcy Judges of the District Court for the Southern District of New York, dated July 19, 1984 (Ward, Acting C.J.); and consideration of the Motion 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 notice of the Motion appearing adequate and appropriate under the circumstances, and it

Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Motion.

The last four digits of the Debtors federal tax identification number are 3507. The Debtors mailing address is 902 Broadway, New York, NY 10010.

appearing that no other or further notice need be provided; and it appearing that the relief requested in the Motion being in the best interests of the Debtor, its creditors, and all parties in interest; and it appearing that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY 1. further 2. ORDERED that, unless otherwise stated below, the Debtor, upon consultation ORDERED that the Motion is granted, to the extent provided herein; and it is

with the Committee, is hereby authorized, but not directed, in consultation with the Committee, to pay Critical Construction Claims related to the NBA Project as listed in Exhibit B attached to the Motion, in the ordinary course of the Debtor's business; provided, however, that with respect to each Critical Construction Claim: (a) the Debtor shall not be authorized to pay a Critical Construction Claim unless the Critical Construction Creditor has perfected or, in the Debtors reasonable business judgment, is capable of perfecting in the future one or more liens in respect of such Critical Construction Claim, (b) such payment shall not be deemed to be a waiver of rights of either the Debtor or the Committee regarding the extent, validity, perfection, or possible avoidance of the related liens, and (c) the Critical Construction Creditor agrees, upon payment of its claims, (i) to waive any lien rights it may have with respect to such Critical Construction Claims, and (ii) to release promptly any liens upon payment of such Critical Construction Claim; provided, however, that should the Critical Construction Creditor fail to release promptly such liens upon payment by the Debtor, any such liens shall be deemed released and expunged, without necessity of further action, and this Order shall be all that is required to evidence such

release and expungement, subject to such creditors right to be heard by this Court; and it is further 3. ORDERED that, unless otherwise stated below, each Critical Construction

Creditor shall continue to provide goods or services on Prepetition Trade Terms and the Debtor may request, in its sole discretion, that each Critical Construction Creditor provide written acknowledgement of its obligation to continue providing services to the Debtor on pre-existing terms as a condition of receiving payment on account of any payment made pursuant to this Order; provided that the Debtors failure to request such an acknowledgement shall not be and shall not be deemed to be a waiver of the Debtors rights hereunder; and it is further 4. ORDERED that, unless otherwise stated below, if any Critical Construction

Creditor does not continue to provide services on such terms, then (a) any payment on account of a prepetition claim received by such Critical Construction Creditor shall be deemed, in the Debtors discretion, after consultation with the Committee, an improper postpetition transfer and, therefore, recoverable by the Debtor in cash upon written request by the Debtor and (b) upon recovery by the Debtor, any prepetition claim of such Critical Construction Creditor shall be reinstated as if the payment had not been made; and it is further 5. ORDERED that the Debtor is hereby authorized to enter into an agreement with

the NBA whereby: (i) two-party checks will continue to be issued by the NBA to the Debtor for all future payments to all subcontractors and vendors associated with the NBA Project, (ii) upon receipt of such check(s) from the NBA, the Debtor shall immediately endorse the check(s) and forward the same to the applicable Critical Construction Creditor for endorsement and deposit; and it is further

6.

ORDERED that, unless otherwise stated below, nothing herein shall impair or

prejudice the Debtors or, to the extent permitted by applicable law, the Committees ability to contest, in their sole discretion, the extent, perfection, priority, validity, or amounts of any claims held by any Critical Construction Creditor. The Debtor and the Committee do not concede that any liens (whether contractual, possessory, common law, statutory, or otherwise) or claims satisfied pursuant to this Order are valid, and the Debtor and the Committee expressly reserve all rights to contest the extent, validity, or perfection or seek the avoidance of all such liens or the priority of such claims; and it is further 7. ORDERED that, unless otherwise stated below, nothing in the Motion or this

Order, nor as a result of the Debtors payment of any Critical Construction Claims pursuant to this Order, shall be deemed or construed as: (a) prejudicing any right the Debtor or the Committee may have to contest the amount of or basis for any prepetition obligations owed to any Critical Construction Creditor; or (b) an admission as to the validity or priority of any claim against the Debtor; or (c) an assumption of any agreement, contract, or lease pursuant to section 365 of the Bankruptcy Code between the Debtor and any Critical Construction Creditor; and it is further 8. ORDERED that, notwithstanding anything contained herein to the contrary, the

Debtor, upon receipt of funds from the NBA, is hereby directed to pay the Critical Construction Claims of F&G Mechanical Corporation (F&G) and Meadowlands Fire Protection (MFP), as listed in Exhibit B attached to the Motion in the TOTAL DUE column; and it is further 9. ORDERED that, notwithstanding anything contained herein to the contrary, the

Debtor hereby agrees and acknowledges that the Critical Construction Claims of F&G and MFP, as listed in Exhibit B attached to the Motion in the TOTAL DUE column, are allowed claims

that are not subject to challenge, contest, disgorgement and/or collateral attack by the Debtor or the Committee with respect to the extent, perfection, priority, validity, or amounts of such Critical Construction Claims; and it is further 10. ORDERED that any and all retainages held pursuant to the Debtors prepetition

purchase orders with any of the Critical Construction Creditors constitute Critical Construction Claims against the Debtor, and the Debtor hereby agrees to pay any such retainages in full, if and when they become due, pursuant to the applicable purchase orders; and it is further 11. ORDERED that, based upon the representations made by F&G and MFP to the

Debtor and the Committee that each will continue supplying goods and services to the Debtor on Prepetition Trade Terms, paragraphs 2, 3, 4, 6 and 7 of this Order are inapplicable to F&G and MFP; and it is further 12. ORDERED the Debtor is authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Motion; and it is further 13. ORDERED that the terms and conditions of this Order shall be immediately

effective and enforceable upon its entry, notwithstanding any applicability of Bankruptcy Rule 6004(h); and it is further 14. ORDERED that this Court shall retain jurisdiction to hear and determine all

matters arising from or related to the implementation, interpretation and/or enforcement of this Order. Dated: April 5, 2011 New York, New York

/s/ Sean H. Lane HONORABLE SEAN H. LANE UNITED STATES BANKRUPTCY JUDGE