KLESTADT & WINTERS, LLP Tracy L. Klestadt Sean C.

Southard Fred Stevens 570 Seventh Avenue, 17th Floor New York, New York 10018 (212) 972-3000 Proposed Counsel to the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : : : : : : :

In re: LEHR CONSTRUCTION CORP., Debtor.

Chapter 11 Case No. 11-10723 (SHL)

APPLICATION TO EMPLOY AND RETAIN KLESTADT & WINTERS, LLP AS ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO: THE HONORABLE SEAN H. LANE, UNITED STATES BANKRUPTCY JUDGE: The Official Committee of Unsecured Creditors (the Committee) of Lehr Construction Corp., debtor in the above-captioned chapter 11 case (the Debtor), as and for its application for entry of an order, pursuant to 1103(a) of Title 11 of the United States Code (the Bankruptcy Code) and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), granting authority to retain Klestadt & Winters, LLP (K&W) as its counsel, nunc pro tunc to March 15, 2011, respectfully represents:

Jurisdiction and Venue 1. This Court has jurisdiction over this application pursuant to 28 U.S.C. 157 and

1334. This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue of this proceeding and this application is proper pursuant to 28 U.S.C. 1408 and 1409. The statutory predicate for the relief requested herein is 1103(a) of the Bankruptcy Code and Bankruptcy Rule 2014. Background 2. On February 21, 2011, the Debtor filed a voluntary petition under 301 of the

Bankruptcy Code. 3. On March 11, 2011, the Office of the United States Trustee appointed the

Committee, which consists of the following five (5) members: (i) Robert Samuels, Inc., (ii) Superior Acoustics, Inc., (iii) Marlin, Inc., (iv) Rockmor Electric Enterprises, Inc., and (v) BP Mechanical Corp. 4. On March 15, 2011, the Committee selected K&W as its counsel to represent the

Committee in all matters relating to the Debtors Chapter 11 case. Relief Requested 5. By this Application, the Committee requests authorization to retain and employ

K&W as its attorneys in this chapter 11 case. The Committee respectfully submits that it requires counsel pursuant to 1103(a) of the Bankruptcy Code to, inter alia: a. advise the Committee with respect to its rights, duties, and powers in this case; review, analyze and respond, as necessary, to all applications, orders, statements, and schedules filed with the Court; review, analyze and respond, as necessary, to any and all liens asserted against the Debtors assets; assist the Committee in its consultations with the Debtor relative to the administration of this case;

b.

c.

d.

e.

assist the Committee in analyzing the claims of the Debtors creditors and in negotiations with such creditors; assist with the Committees investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and the wind-down of the Debtors business; assist the Committee in its analysis and negotiations with the Debtor, or any third party, concerning matters related to the realization by creditors of a recovery on claims and other means of realizing value in this case; review with the Committee whether a chapter 11 plan should be filed by the Committee or some other third party and, if necessary, draft a plan and disclosure statement; assist the Committee with respect to consideration by the Court of any disclosure statement or plan prepared or filed pursuant to 1125 or 1121 of the Bankruptcy Code; assist and advise the Committee with regard to its communications to the general creditor body regarding the Committees recommendations on any proposed chapter 11 plan or other significant matters in this case; represent the Committee at all hearings and other proceedings; assist the Committee in its analysis of matters relating to the legal rights and obligations of the Debtor respect of various agreements and applicable laws; review and analyze all applications, orders, statements, and schedules filed with the Court and advise the Committee as to their propriety; and assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committees interests and objectives.

f.

g.

h.

i.

j.

k. l.

m.

n.

Experience of Professionals 6. The Committee has selected K&W because it has extensive experience and

knowledge in the fields of debtors and creditors rights, general corporate law, debt
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restructuring and corporate reorganizations, among others. As such, the Committee believes that K&W is well qualified to represent it in this Chapter 11 case. Disinterestedness of Professionals 7. An attorney or accountant employed to represent a committee appointed under

section 1102 of this title may not, while employed by such committee, represent any other entity having an adverse interest in connection with the case. Representation of one or more creditors of the same class as represented by the committee shall not per se constitute the representation of an adverse interest. 11 U.S.C. 1103(b). 8. To the best of the Committees knowledge and subject to the Affidavit of Tracy

L. Klestadt, a partner at K&W (the Klestadt Affidavit), K&W represents no other entity holding an adverse interest in connection with this case. Though not required for retention as counsel to a committee under section 1103(b), K&W believes it is a disinterested person as that term is defined in 101(14) of the Bankruptcy Code. 9. Subject to Court approval in accordance with 1103(b) of the Bankruptcy Code,

the Federal Rules of Bankruptcy Procedure, the Local Bankruptcy Rules, the Administrative Order Re: Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, and the Guidelines promulgated by the Office of the United States Trustee, compensation will be payable to K&W on an hourly basis, plus reimbursement of actual and necessary expenses incurred by K&W. 10. Because it is probable that the Committee will require K&W to render extensive

legal services, the cost of which cannot be estimated with certainty, it is necessary and essential that the Committee employ an attorney under an open hourly engagement to render the services set forth herein. K&W has expressed a willingness to act on the Committees behalf in accordance with these terms.
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11.

To the best of the Committees knowledge, K&W does not have any connection

with the Debtor, its creditors, the Trustee or any other party in interest, or their respective attorneys, except to the extent set forth in the Klestadt Affidavit sworn to on the 24th day of March, 2011, a copy of which is annexed hereto as Exhibit A. 12. other court. WHEREFORE, the Committee respectfully requests that this Court enter an order, substantially in the form annexed hereto, granting it the authority to retain K&W as its counsel in this case, and granting such other and further relief as may be just and proper. Dated: New York, New York March 24, 2011 THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF LEHR CONSTRUCTION CORP. No previous application for the relief sought herein has been made to this or any

By: _/s/David Samuels_____________ Name: David Samuels Title: Robert Samuels, Inc. Chairperson of the Committee

KLESTADT & WINTERS, LLP Tracy L. Klestadt Sean C. Southard Fred Stevens 570 Seventh Avenue, 17th Floor New York, New York 10018 (212) 972-3000 Proposed Counsel to the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : : : : : : :

In re: LEHR CONSTRUCTION CORP., Debtor.

Chapter 11 Case No. 11-10723 (SHL)

AFFIDAVIT OF DISINTERESTEDNESS IN SUPPORT OF APPLICATION TO EMPLOY KLESTADT & WINTERS, LLP AS ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS STATE OF NEW YORK ) ) SS.: COUNTY OF NEW YORK ) TRACY L. KLESTADT, being duly sworn, deposes and says: 1. I am an attorney at law, duly admitted to practice in the State of New York

and before the United States District and Bankruptcy Courts for the Southern District of New York, as well as in the State of New Jersey, before the United States District and Bankruptcy Courts for the Eastern District of New York, and before the United States Court of Appeals for the Second Circuit. I am a partner of the law firm known as Klestadt & Winters, LLP (K&W). K&W maintains an office for the practice of law at 570 Seventh Avenue, 17th Floor, New York, New York 10018. 2. I am familiar with the matters set forth herein and make this affidavit in

support of the application of the Official Committee of Unsecured Creditors (Committee) of Lehr Construction Corp. in the above-captioned chapter 11 case (the Debtor) for authority to retain K&W as counsel to the Committee. 3. Insofar as I have been able to ascertain, K&W does not hold and does not

represent any interest adverse to the Committee, the Debtor, its creditors, landlords, professionals or any other party in interest herein, or its respective attorneys or professionals, except as disclosed herein. 4. To the best of my knowledge, after due inquiry, K&W: (a) is not a creditor, and is not an equity security holder or an

insider of the Debtor, as that term is defined in 101(31) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code); (b) is not and has not been, within two years before the Petition

Date, a director, officer, or employee of the Debtor; and (c) does not have an interest materially adverse to the interest of

the Debtors estate, or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. (d) does not represent any other entity having an adverse interest

in connection with the Debtors bankruptcy case. Accordingly, and although not required to be retained by the Committee under section 1103(b) of the Bankruptcy Code, I believe K&W is disinterested as that term is defined in 101(14) of the Bankruptcy Code. 5. K&W maintains records of all of its clients, the matters on which it represents

such clients, and the other parties that have a substantial role in such matters. I have caused a review of such records to be performed in order determine K&Ws connections with the Committee, the Debtor, its creditors, any other party in interest, its respective attorneys and accountants, the United States Trustee, and any person employed in the office of the United States Trustee. In addition, I have reviewed relationships that K&W has with potential parties in interest to determine if any such relationships give rise to an actual or potential conflict of interest or otherwise affect its disinterestedness. The results of these searches have disclosed the following connections: a. K&W represents the Official Committee of Unsecured Creditors in the chapter 11 case entitled In re Dreier LLP, pending in this Court under case number 0815051(SMB). Upon information and belief, the Debtor in this case performed construction services for Dreier LLP prior to the bankruptcy filing in December, 2008, and was paid for such service by Dreier LLP. Sheila M. Gowan, as chapter 11 trustee of Dreier LLP, has commenced an action against the Debtor in this case seeking the return of alleged preference payments received by the Debtor for services rendered. b. Sean C. Southard, a partner with K&W, in his individual capacity, has been selected to serve as the Trustee of the GUC Trust in connection with the chapter 11 case entitled In re Goldcoast Liquidating, LLC, et al. (f/k/a Claim Jumper Management, LLC), pending in the District of Delaware under case number 10-12819(KG). Counsel to the Official Committee of Unsecured Creditors in the foregoing case, and future co-counsel to the GUC Trust, in addition to K&W, is Cooley LLP. 6. As a result of the aforesaid searches and notwithstanding the connections

disclosed above, I believe K&W is disinterested as that term is defined in 101(14), and modified

by 1107(b), of the Bankruptcy Code. Moreover, K&W is qualified to represent the Committee in this case as it does not represent any other entity having an adverse interest in connection with the instant case. 7. Subject to court approval in accordance with 1103, 330, and 331 of the

Bankruptcy Code, compensation will be payable to K&Ws office on an hourly basis, plus reimbursement of actual, necessary expenses incurred. I have a current standard hourly rate of $595 per hour; other partners of the firm bill from $425 to $595 per hour; associates bill from $195 to $375 per hour; and the firms paralegals bill at $150 per hour. The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions, and are expected to increase on January 1, 2012. 8. The hourly rates set forth above are standard hourly rates for work of this

nature. These rates are set at a level designed to fairly compensate K&W for its work, the work of its associates and its paralegals, and any other professionals it may utilize and to cover fixed and routine overhead expenses. K&Ws policy is to charge its clients in all areas of practice for all other expenses incurred in connection with its clients cases. The expenses charged to clients include, among other things, telephone and telecopier toll charges, mail and express mail charges, special or hand delivery charges, photocopying charges, travel expenses, expenses for working meals, and computerized research and transcription costs, in accordance with the Guidelines of this Court and the Guidelines promulgated by the Office of the United States Trustee. K&W believes that it is appropriate to charge these expenses to the clients incurring them rather than to increase the hourly rates and thereby spreading the expenses among all clients. 9. This Affidavit is intended to comply with Federal Rule of Bankruptcy

Procedure 2016(b). K&W intends to apply to this Court for compensation for professional services

rendered in connection with this case. K&W has not received any promises as to compensation in connection with this case other than in accordance with the provisions of the Bankruptcy Code. K&W does not have an agreement with any other entity to share with such entity any compensation K&W receives.

_/s/Tracy L. Klestadt____________________ Tracy L. Klestadt Sworn to and subscribed before me this 24th day of March, 2011

_/s/Patrick J. Orr____________ Notary Public

KLESTADT & WINTERS, LLP Sean C. Southard Fred Stevens 570 Seventh Avenue, 17th Floor New York, New York 10018 (212) 972-3000 Proposed Counsel to the Official Committee of Unsecured Creditors UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK : : : : : : :

In re: LEHR CONSTRUCTION CORP., Debtor.

Chapter 11 Case No. 11-10723 (SHL)

ORDER AUTHORIZING RETENTION OF KLESTADT & WINTERS, LLP AS ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS Upon the application, dated March 24, 2011 (the Application), of the Official Committee of Unsecured Creditors (the Committee) of Lehr Construction Corp., the debtor (Debtor) herein, as and for the entry of an order, pursuant to 1103(a) of Title 11 of the United States Code (the Bankruptcy Code) and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), granting authority to retain Klestadt & Winters, LLP (K&W) as its counsel; and upon the affidavit of Tracy L. Klestadt (the Klestadt Affidavit), sworn to on March 24, 2011, which is annexed to the Application as Exhibit A; and notice having been given to (a) the Debtor, (b) the United States Trustee; and (b) all parties filing a notice of appearance herein; and it appearing that no other or further notice is required; and after due deliberation and sufficient cause appearing therefore, it is ORDERED, that in accordance with 1103(a) of the Bankruptcy Code, the Committee, is

authorized and empowered to retain Klestadt & Winters, LLP as its attorneys in the abovecaptioned Chapter 11 case as set forth herein, nunc pro tunc to March 15, 2011; and it is further ORDERED, that Klestadt & Winters, LLP shall be compensated in accordance with the procedures set forth in 330 and 331 of the Bankruptcy Code, such Federal Rules of Bankruptcy Procedure as may be applicable from time to time, the Local Bankruptcy Rules, such procedures as may be fixed by order of this Court, and the Guidelines promulgated by the Office of the United States Trustee; and it is further ORDERED, that ten business days notice must be provided by Klestadt & Winters, LLP to the Debtor, the United States Trustee and the Committee prior to any increases in the rates set forth in the Application, and such notice must be filed with the Court. The United States Trustee retains all rights to object to any rate increase on all grounds including, but not limited to, the reasonableness standard provided for in 330 of the Bankruptcy Code, and the Court retains the right to review any rate increase pursuant to 330 of the Bankruptcy Code; and it is further ORDERED, that the Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order; and it is further

ORDERED, that if there is any inconsistency between the terms of this Order, the Application, and the Klestadt Affidavit in support of the Application, the terms of this Order shall govern.

Dated: New York, New York March ___, 2011

_____________________________________ HONORABLE SEAN H. LANE UNITED STATES BANKRUPTCY JUDGE

NO OBJECTION:

/s/Susan D. Golden_________ UNITED STATES TRUSTEE