UNITED STATES BANKRUPTCY COURT                          FOR THE DISTRICT OF DELAWAREIn re                                 ...
JURISDICTION        1.         This Court has jurisdiction over this Application under 28 U.S.C. §§157 and 1334and the Ame...
related matters, and other completely unrelated matters, of the Debtor, David Wilhelm, WFPInvestments, LLC and certain of ...
a)     Christopher Celentino, Partner                 $675                   b)     Mikel R. Bistrow, Partner             ...
a)     to provide legal advice with respect to the Debtors powers and duties as                          Debtor-in-Possess...
c)     do not have an interest materially adverse to the interests of the Debtors                          estate or of an...
however, the Firm sought and secured a waiver of any past, present and/or future conflicts ofinterest from the Debtor, Dav...
represent said committee; and G) all parties requesting notice pursuant to Bankruptcy Rule 2002.In light of the nature oft...
IN THE UNITED STATES BANKRUPTCY COURT                                     FOR THE DISTRICT OF DELAWARE          In re:    ...
PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND         TO THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE COUR...
EXHIBIT "A"                   Proposed Order4852-5095-2719.3
UNITED STATES BANKRUPTCY COURT                            FOR THE DISTRICT OF DELAWAREIn re                               ...
that their employment is necessary and in the best interests of the Debtors estate; and due andsufficient notice of the Ap...
EXHIBIT "B"                   Celentino Declaration4852-5095-2719.3
UNITED STATES BANKRUPTCY COURT                             FOR THE DISTRICT OF DELAWAREIn re                              ...
4.         The Firm is a large, prestigious international firm which has been serving UnitedStates communities since 1842....
parties in interest. The Firm will supplement this Declaration with any necessary disclosures offurther connections identi...
Firm served as special counsel only to WFP Cordillera (for purposes of issuing the closingopinion) in connection with thos...
13.        The Firm has in the past represented, and is currently representing, the Debtor inconnection with the Debtors A...
now dissolved. Specifically: (a) Cordillera Development, LLC was formed to undertake certainof the development activities ...
19.        On May 24, 2011, the Debtor filed the CTC Litigation complaint in the DistrictCourt for Eagle County, Colorado....
dismiss for failure to state facts upon which relief may be granted. A decision on both motions ispending. Id. at Paragrap...
not believe this relationship has any effect on the within representation, Mr. Tengberg hasindicated a willingness to resi...
30.        The attorneys working on this Bankruptcy Case have not worked on any of thematters involving the Debtor (except...
than sufficient for these circumstances. The Debtor has reviewed and have approved of thesearrangements.                  ...
execute the waiver as presented. At this time, it is not expected that the Firm has grounds to, orwill be asked to, object...
matters. The Firm does not represent Mr. Alley in any matter related to the Debtor or otherparties in this Bankruptcy Case...
waiver of any potential conflict of interest from Mr. and/or Mrs. Suarez relative to thisBankruptcy Case. Nevertheless, to...
the Firm, or is a Firm client, in this matter adverse to the Debtor. Each of the creditors or partiesin interest set forth...
b.     Aon Risk Services.        51.        The Firm appears to represent Aon Risk Services and/or one or more of itsaffil...
e.     CenturyLink.        54.        The Firm appears to represent CenturyLink and/or one or more of its affiliates inone...
actual conflict may arise. None of these matters raise any conflict or disinterestedness issues;nevertheless, because Rule...
d.     Airgas-Intermountain.        60.        The Firm appears to have represented one or more affiliates of Airgas-Inter...
g.     Home Depot Credit.        63.        The Firm appears to have represented one or more of its affiliates of Home Dep...
j.      Aon Risk Services.        66.        The Firm appears to have represented Aon Risk Services and/or one or more of ...
conflict or disinterestedness issues; nevertheless, because Rule 2014 requests "connections,"these are disclosed herein.  ...
c.      CTC Litigation.        72.        The Firm has in the past, and is currently acting as advisory counsel, to WFPCor...
a.      Office Depot Card Plan; Staples Advantage and OfficeMaxContract, Inc.        75.        The Firm appears to have r...
attached hereto, after reasonable and appropriate follow-up inquiry, we do not believe that thecreditor or party in this B...
f)     to commence and conduct any and all litigation or other action necessary                          or appropriate to...
overnight delivery charges. The Firm will charge the Debtor for these expenses in a manner andat rates consistent with cha...
EXHIBIT "A"                   Creditors and Parties in Interest                                  284852-1241-7551.5
Exhibit A                                             Creditors And Parties In Interest                                   ...
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
10000001212
Upcoming SlideShare
Loading in...5
×

10000001212

413

Published on

0 Comments
0 Likes
Statistics
Notes
  • Be the first to comment

  • Be the first to like this

No Downloads
Views
Total Views
413
On Slideshare
0
From Embeds
0
Number of Embeds
0
Actions
Shares
0
Downloads
2
Comments
0
Likes
0
Embeds 0
No embeds

No notes for slide

10000001212

  1. 1. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re Chapter 11CORDILLERA GOLF CLUB, LLC1dba The Club at Cordillera, Case No. 12-11893 (CSS) Debtor. Hearing Date: July 27, 2012 at 1:00 p.m. (ET) Objection Deadline: July 20, 2012 at 4:00 p.m. (ET) APPLICATION OF THE DEBTOR AND DEBTOR IN POSSESSION FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE The above-captioned debtor and debtor-in-possession (the "Debtor") hereby applies tothis Court (this "Application") for entry of an order ("Order"), in substantially the form attachedhereto as Exhibit "A", authorizing and approving the retention and employment of Foley &Lardner LLP (the "Firm" or "Foley & Lardner") as general bankruptcy counsel to the Debtor inthis Chapter 11 Case, nunc pro tunc to the Petition Date (as defined below), pursuant to Section327(a) of title 11 of the United States Code, 11 U.S.C. §§101-1532 as amended (the "BankruptcyCode") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules")and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United StatesBankruptcy Court for the District of Delaware (the "Local Rules"). In support of thisApplication, the Debtor relies upon the Declaration of Christopher Celentino (the "CelentinoDeclaration") attached hereto as Exhibit "B". In further support of this Application, the Debtorrespectfully states: 1 The Debtor in this chapter 11 case, and the last four digits of its employer taxidentification number, is XX-XXX1317. The corporate headquarters address for the Debtor is97 Main Street, Suite E202, Edwards, Colorado 81632.4852-5095-2719.3
  2. 2. JURISDICTION 1. This Court has jurisdiction over this Application under 28 U.S.C. §§157 and 1334and the Amended Standing Order of Reference from the United States District Court for theDistrict of Delaware, dated as of February 29, 2012. This matter is a core proceeding within themeaning of 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with ArticleIII of the United States Constitution. Venue of this proceeding and this Application in thisDistrict is proper under 28 U.S.C. §§1408 and 1409. 2. The statutory bases for the relief requested herein are Bankruptcy Code Section327(a) and Rule 2014 of the Bankruptcy Rules and Rule 2014-1 of the Local Rules. BACKGROUND 3. On June 26, 2012 (the "Petition Date"), the Debtor filed its voluntary petition forrelief under chapter 11 of the Bankruptcy Code (the "Chapter 11 Case"). The Debtor is operatingits business and managing its properties as a debtor-in-possession pursuant to §§ 1107(a) and1108 of the Bankruptcy Code. No trustee or examiner has been appointed in this Chapter 11Case. 4. A description of the Debtors business and the reasons for commencing thisChapter 11 Case, and the relief sought from the Court to allow for a smooth transition intochapter 11, are set forth in the Affidavit of Daniel L. Fitchett, Jr. in Support of Chapter 11Petition and First Day Relief, filed on the Petition Date [Docket No. 2] (the "First DayAffidavit"). 5. The Firm was retained by the Debtor specifically for this Chapter 11 proceedingpursuant to an engagement agreement dated June 21, 2012 (the "Engagement Agreement"). RELIEF REQUESTED 6. By this Application, the Debtor seeks entry of an order by this Court authorizing(a) the Debtor to employ and retain the Firm as its general bankruptcy counsel with regard to thefiling and prosecution of this Chapter 11 Case effective nunc pro tunc to the Petition Date; and(b) the Firms continued representation, in some instances as special and/or advisory counsel in 24852-5095-2719.3
  3. 3. related matters, and other completely unrelated matters, of the Debtor, David Wilhelm, WFPInvestments, LLC and certain of their respective affiliates and/or related entities as further setforth in the Celentino Declaration; provided, however, that the Firm will only represent theDebtor, and not David Wilhelm or WFP Investments, LLC or any of their affiliates and/orrelated entities, in this Chapter 11 Case. BASIS FOR RELIEF REQUESTEDA. Foley & Lardners Qualifications as General Bankruptcy Counsel 7. The Debtor seeks to retain the Firm as its general bankruptcy counsel because ofthe Firms extensive experience and knowledge in the field of debtors and creditors rights andbusiness reorganizations under chapter 11 of the Bankruptcy Code, and the extensive and top-tiernational reputation of its Resort, Hospitality and Golf Industry Team. The Club owned andoperated by the Debtor has been represented by the Foley firm for many years. Moreover, inpreparing for this Chapter 11 Case, the Firm has become even more familiar with the Debtorsbusiness and affairs and many of the potential legal issues which may arise in the context of thisChapter 11 Case. Accordingly, the Debtor believes that the Firm is both well qualified anduniquely able to represent them as bankruptcy counsel in this Chapter 11 Case in a most efficientand timely manner. The Debtor is also seeking to retain the firm of Young Conaway Stargatt &Taylor LLP ("Young Conaway") as local bankruptcy counsel and conflicts counsel as further setforth in the Celentino Declaration. The Firm and Young Conaway have discussed a division ofresponsibilities and will make every effort to avoid duplication of effort in these cases.B. Payment of Fees and Expenses 8. The Firm will seek Court approval of its compensation and reimbursement of itsactual, necessary expenses and other charges incurred by the Firm upon the filing of appropriateapplications for interim and final compensation and reimbursement pursuant to Sections 330 and331 of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules. The principal attorneysand paraprofessionals presently designated to represent the Debtor and their current standardhourly rates are: 34852-5095-2719.3
  4. 4. a) Christopher Celentino, Partner $675 b) Mikel R. Bistrow, Partner $710 d) Erika Morabito, Partner $680 e) Kathryn M.S. Catherwood, Partner $615 f) Dawn A. Messick, Associate $440 g) Brittany Nelson, Associate $470 h) Matthew Riopelle, Associate $380 i) Caron C. Burke, Paraprofessional $225 j) Vicki L. Goldsmith, Paraprofessional $175The hourly rates set forth above are subject to periodic adjustments to reflect economic and otherconditions. Other attorneys and paralegals may from time to time serve the Debtor in connectionwith the matters herein described. 9. The hourly rates set forth above are the Firms standard hourly rates for work ofthis nature. It is the Firms policy to charge its clients in all areas of practice for all otherexpenses incurred in connection with a clients case. The expenses charged to clients include,among other things, photocopy and facsimile, messenger and delivery service, online research,travel, work processing, court costs, and search and filing fees, certain telephone charges andovernight delivery charges. The Firm will charge the Debtor for these expenses in a manner andat rates consistent with charges made generally to the Firms other clients. The Firms currentcost schedule is attached to the Celentino Declaration as Exhibit "D". 10. As set forth in the Celentino Declaration, the Firm has not shared or agreed toshare any of its compensation from the Debtor with any other person, other than as permitted bySection 504 of the Bankruptcy Code.C. Services to Be Provided 11. The professional services that the Firm will render to the Debtor include, but shallnot be limited to, the following: 44852-5095-2719.3
  5. 5. a) to provide legal advice with respect to the Debtors powers and duties as Debtor-in-Possession in the continued operation of their business (utilizing the specialty expertise of the Firms Resort, Hospitality and Golf Industry Team), management of their properties and sale of their assets; b) to prepare and pursue confirmation of a plan and approval of a disclosure statement; c) to prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports and other legal papers; d) to appear in Court and to protect the interests of the Debtor before this Court; e) to prosecute for the Debtor and defend the Debtor in litigated matters that may arise during the case; f) to commence and conduct any and all litigation or other action necessary or appropriate to assert rights held by the Debtor; and g) to perform all other legal services for the Debtor which may be necessary and proper in this proceeding.D. Bankruptcy Rule 2014 Disclosure 12. To the best of the Debtors knowledge, and except as disclosed herein and in theCelentino Declaration, the Firm has not represented the Debtors creditors, or any other parties-in-interest, or their respective attorneys, in any matter relating to the Debtor or the estate.Subject to the connections disclosures set forth in the Celentino Declaration, the Firm is a"disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code in thatthe Firm, its partners, counsel and associates: a) are not creditors, equity security holders, or insiders of the Debtor; b) are not and were not, within two (2) years before the Petition Date, directors, officers, or employees of the Debtor; and 54852-5095-2719.3
  6. 6. c) do not have an interest materially adverse to the interests of the Debtors estate or of any class of the Debtors 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. 13. For the above reasons, the Debtor submits that the Firms employment isnecessary and in the best interests of the Debtor and the estate.E. The Firms Continued Representation of the Debtor, David Wilhelm, WFPInvestments, LLC and Certain of Their Affiliates. 14. As set forth in detail in the Celentino Declaration, the Firm has in the past and iscurrently representing the Debtor, David Wilhelm, WFP Investments, LLC and certain of theirrespective affiliates and/or related entities in matters related to the Debtor and its golf course andother properties, and has also represented one or more of these entities in completely unrelatedmatters. The Debtor respectfully requests herein that the Court authorize the continuedrepresentation, in some instances as special and/or advisory counsel in related matters, and othercompletely unrelated matters, of the Debtor, David Wilhelm, WFP Investments, LLC and certainof their respective affiliates and/or related entities as set forth more fully below and in theCelentino Declaration, as the interests of those entities are aligned with Debtor related to thoserepresentations; provided, however, that the Firm will only represent the Debtor, and not DavidWilhelm or WFP Investments, LLC or any of their affiliates and/or related entities, in thisChapter 11 Case; and further, provided, that such persons and entities shall secure separate andindependent counsel to represent their interests in this Chapter 11 Case. Indeed, the Firm isaware that David Wilhelm has retained James Holman of Duane Morris LLP to represent hisinterests in this Chapter 11 Case. 15. The Debtor does not believe that the Firms past, present and future representationof the entities set forth in the Celentino Declaration will be detrimental to the concurrentrepresentation of certain of the same and do not believe that such representation or involvementposes any conflict of interest or "disinterestedness" issues. Out of an abundance of caution, 64852-5095-2719.3
  7. 7. however, the Firm sought and secured a waiver of any past, present and/or future conflicts ofinterest from the Debtor, David Wilhelm, WFPI, the WFP Cordillera, Cordillera Golf Holdings,CGH, Cordillera Development, LLC, Mayacama Lot 24, LLC and Patrick Wilhelm (the "WaiverEntities") so that the Firm can represent the Debtor in this Bankruptcy Case. Pursuant to theterms of the waiver, the Firm will not represent any of the Waiver Entities in connection withany controversy or dispute involving the Debtor nor will the Firm represent any of the WaiverEntities in connection with any controversy or dispute should one arise between any one or moreof the Waiver Entities in any matter. The Firm does not, nor will it, represent any of the WaiverEntities, other than the Debtor, in the Debtors Bankruptcy Case. 16. The bankruptcy attorneys working on this Chapter 11 Case have not worked onany of the matters involving the Debtor (except as it may relate to the Bankruptcy Case), DavidWilhelm, WFP Investments, LLC and any of the Waiver Entities or certain of their respectiveaffiliates and/or related entities. 17. Mr. Wilhelm is an alleged secured creditor, with a scheduled claim of$7,260,629.41 against the Debtor. The Firm does not represent Mr. Wilhelm in this Chapter 11Case. Mr. Wilhelm is represented by James J. Holman at Duane Morris LLP, who is likewisecompetent and highly ethical, and can and will assist Mr. Wilhelm in dealing with any creditor orthe Debtor. 18. The Debtor has reviewed and have approved of the Firms representationarrangements. NOTICE 19. The Debtor will provide a copy of this Application to: (a) the Office of the UnitedStates Trustee; (b) the United States Securities and Exchange Commission; (c) the Office of theUnited States Attorney for the District of Delaware; (d) the Internal Revenue Service; (e) theDebtors twenty (20) largest unsecured creditors; (f) the Debtors cash management banks, (g)counsel to prepetition secured lenders, (h) counsel to proposed post-petition secured lender; (i)any statutory committee appointed in these proceedings and/or any counsel so selected to 74852-5095-2719.3
  8. 8. represent said committee; and G) all parties requesting notice pursuant to Bankruptcy Rule 2002.In light of the nature ofthe reliefrequested, the Debtor submits that no further notice is requiredor needed under the circumstances. A copy of the Application is available on the Courts website(www.deb.uscourts.gov) and the website established by the Claims Agent for the DebtorsChapter 11 Case (www.omnimgt.com/cordilleragolfclub). Additional copies ofthe Application areavailable by contacting: Michael R. Nestor Josenh M. Barry l 000 N. King Street Rodney Square Wilmington, Delaware 1980 1 Telephone; p02) 571-6600 Facsimile: (302) 571-1253 NO PRIOR REQUEST 20. No prior application for the relief requested herein has been made to this or anyother Court. WHEREFORE, the Debtor respectfully requests that this Court enter the Order,substantially in the form attached hereto as Exhibit A, authorizing and approving the retention ofFoley & Lardner LLP as general bankruptcy counsel to the Debtor in this Chapter 11 Case, nuncpro tunc to the Petition Date, pursuant to Section 327(a) the Bankruptcy Code and Rule 2014 ofthe Bankruptcy Rules.Dated: June 10,2012Wilmington, Delaware Daniel L. Fitchett, Jr. Chief Executive Officer ofDebtor and Debtor in Possession 84852-5095-2719.3
  9. 9. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Cordillera Golf Club, LLC,1 Case No. 12-11893 (CSS) dba The Club at Cordillera, Hearing Date: July 27, 2012 at 1:00 p.m. (ET) Objection Deadline: July 20, 2012 at 4:00 p.m. (ET) Debtor. NOTICE OF APPLICATION TO: (A) THE OFFICE OF THE UNITED STATES TRUSTEE; (B) THE OFFICE OF THE UNITED STATES ATTORNEY FOR THE DISTRICT OF DELAWARE; (C) COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS; (D) COUNSEL TO PREPETITION SECURED LENDERS; (E) COUNSEL TO PROPOSED POST-PETITION SECURED LENDER; AND (F) ALL PARTIES THAT HAVE REQUESTED NOTICE PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2002 PLEASE TAKE NOTICE that the above-captioned debtor and debtor in possession (the “Debtor”) has filed the attached Application of the Debtor for an Order Authorizing the Retention and Employment of Foley & Lardner LLP as General Bankruptcy Counsel for the Debtor Nunc Pro Tunc to the Petition Date (the “Application”). PLEASE TAKE FURTHER NOTICE that responses, if any, to the Application must be filed with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before July 20, 2012 at 4:00 P.M. (ET) (the “Objection Deadline”). At the same time, you must serve a copy of your response upon the undersigned counsel. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE APPLICATION WILL BE HELD ON JULY 27, 2012 AT 1:00 P.M. (ET) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR, COURTROOM NO. 6, WILMINGTON, DELAWARE 19801. 1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX- XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.01:12274699.1
  10. 10. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. Dated: Wilmington, Delaware FOLEY & LARDNER LLP July 10, 2012 Christopher Celentino (CA No. 131688) Mikel Bistrow (CA No. 102978) Erika Morabito (VA No. 44369) Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: (619) 234-6655 Facsimile: (619) 234-3510 -and- YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Donald J. Bowman, Jr. . Michael R. Nestor (No. 3526) Joseph M. Barry (No. 4221) Donald J. Bowman, Jr. (No. 4383) Justin P. Duda (No. 5478) Rodney Square 1000 N. King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Proposed Counsel for Debtor and Debtor in Possession01:12274699.1 2
  11. 11. EXHIBIT "A" Proposed Order4852-5095-2719.3
  12. 12. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re Chapter 11CORDILLERA GOLF CLUB, LLC1dba The Club at Cordillera, Case No. 12-11893 (CSS) Debtor. Ref. Docket No. ___ ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE Upon consideration of the Application2 of the Debtor for entry of an order authorizing theDebtor to retain and employ the law firm of Foley & Lardner LLP (the "Firm") as its generalbankruptcy counsel, pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of theBankruptcy Rules and Rule 2014-1 of the Local Rules; and it appearing that the relief requestedis in the best interests of the Debtors estates, its creditors, and other parties in interest; and itappearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334;and it appearing that this Application is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); andupon the Celentino Declaration in support thereof; and this Court being satisfied based on therepresentations made in the Application and the Celentino Declaration that said attorneysrepresent no interest adverse to the Debtors estate with respect to the matters upon which theyare to be engaged, that they are disinterested persons as that term is defined under section101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and 1 The Debtor in this chapter 11 case, and the last four digits of its employer taxidentification number, is XX-XXX1317. The corporate headquarters address for the Debtor is97 Main Street, Suite E202, Edwards, Colorado 81632. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to themin the Application.4838-4566-5551.1
  13. 13. that their employment is necessary and in the best interests of the Debtors estate; and due andsufficient notice of the Application having been given; and it appearing that no other or furthernotice need be provided; and after due deliberation and sufficient cause therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. The Application is GRANTED. 2. In accordance with Section 327(a) of the Bankruptcy Code, the Debtor, as debtorand debtor-in-possession, is hereby authorized to retain and employ the firm of Foley & LardnerLLP as its general bankruptcy counsel on the terms set forth in the Application, the CelentinoDeclaration and the Engagement Agreement, effective nunc pro tunc to the Petition Date. 3. The Firm shall be entitled to allowance of compensation and reimbursement ofexpenses upon the filing and approval of interim and final applications pursuant to theBankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court and such other orders asthis Court may direct. 4. The Debtor is authorized to take all actions necessary to effectuate the reliefgranted pursuant to this Order in accordance with the Application, the Celentino Declaration andthe Engagement Agreement. 5. The Firms continued representation, including as special and/or advisory counselin the CTC Litigation and the Member Lawsuit (as defined in the Celentino Declaration) andother unrelated matters, of the Debtor, David Wilhelm, WFP Investments, LLC and certain oftheir respective affiliates and/or related entities as further set forth in the Celentino Declaration ishereby authorized; provided, however, that the Firm will only represent the Debtor in thisChapter 11 Case. 6. This Court retains jurisdiction with respect to all matters arising from or related tothe implementation of this Order.Dated: JulyWilmington, Delaware CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE 24838-4566-5551.1
  14. 14. EXHIBIT "B" Celentino Declaration4852-5095-2719.3
  15. 15. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re Chapter 11CORDILLERA GOLF CLUB, LLC1dba The Club at Cordillera, Case No. 12-11893 (CSS) Debtor. DECLARATION OF CHRISTOPHER CELENTINO IN SUPPORT OF APPLICATION OF THE DEBTOR AND DEBTOR IN POSSESSION FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE PURSUANT TO BANKRUPTCY CODE SECTION 329, RULES 2014 AND 2016(B) OF THE BANKRUPTCY RULES AND LOCAL RULE 2016-1 I, Christopher Celentino, declare as follows: 1. I am an attorney duly admitted to practice before this Court. See Order GrantingMotion Pro Hac Vice [Dkt. No. 27]. I am a partner of the law firm Foley & Lardner LLP("Firm" or "FL"), proposed counsel for Debtor and Debtor-in-Possession Cordillera Golf Club,LLC dba The Club at Cordillera (hereinafter "Applicant" or "Debtor") in the above-captionedmatter. 2. The facts stated below are personally known to me, except for those matters basedupon information and belief and as to those, I believe them to be true. If called as a witness, Icould and would competently testify to the truth of such facts. 3. The Firm was retained by the Debtor specifically for this Chapter 11 proceedingpursuant to an engagement agreement dated June 21, 2012. 1 The Debtor in this chapter 11 case, and the last four digits of its employer taxidentification number, is XX-XXX1317. The corporate headquarters address for the Debtor is97 Main Street, Suite E202, Edwards, Colorado 81632.4852-1241-7551.5
  16. 16. 4. The Firm is a large, prestigious international firm which has been serving UnitedStates communities since 1842. As is common in a large firm, the Firm has represented clientswho have some connection to parties involved in the above captioned case (the "BankruptcyCase"). At my direction, the Firm has performed a search in its computerized conflict resolutionsystem for the Debtor, its creditors and other parties in interest in the Bankruptcy Case providedto the Firm. 5. To the best of my knowledge, information and belief, neither the Firm, nor any ofits partners has any interest in the estate of this Debtor, except as otherwise set forth herein.Similarly, to the best of my knowledge, information and belief, neither the Firm, nor any of itspartners or associates represent any interest adverse to this estate with respect to the matters forwhich the Firm is to be employed and appointed, except as otherwise set forth herein. 6. I believe the Firm is a "disinterested person" as that term is defined in Section101(14) of the Bankruptcy Code in that the Firm, its partners, counsel and associates: a) are not creditors, equity security holders, or insiders of the Debtor; b) are not and were not, within two (2) years before the Petition Date, directors, officers, or employees of the Debtor; and c) do not have an interest materially adverse to the interests of the Debtors estate or of any class of the Debtors 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. 7. Consistent with Bankruptcy Rule 2014, I have chosen to disclose each and every"connection" the Firm may have to such creditors or parties in interest in the Bankruptcy Case,adopting the broadest possible definition of the word "connection." I am confident that there donot exist any conflicts, potential conflicts or other connections between the Firm and creditors orparties in interest that would impact the retention of the Firm under the standards foremployment of general bankruptcy counsel as set forth in Section 327(a) of title 11 of the UnitedStates Code, as amended (the "Bankruptcy Code"). Nevertheless, set forth below is a complete,detailed discussion and disclosure of each "connection" the Firm may have with creditors or 24852-1241-7551.5
  17. 17. parties in interest. The Firm will supplement this Declaration with any necessary disclosures offurther connections identified to creditors and other parties of interest in this Bankruptcy Casefrom time to time, and as appropriate under the relevant circumstances. 8. Notwithstanding the above, and out of an abundance of caution, to assist theDebtor in analyzing matters related to any creditor or party in interest for which a waiveragreement is sought and not granted regarding any such creditor or party in interest, the Debtorhas retained Young Conaway Stargatt & Taylor ("Young Conway") as its local counsel in thisBankruptcy Case; and, in that connection, to the extent necessary or appropriate in theBankruptcy Case, Young Conaway has agreed to also serve as "conflicts" counsel to advise theDebtor on any matter or issue that the Firm - in the exercise of the most conservative analysis -cannot, will not or should not otherwise so advise the Debtor or, alternatively, which can bemore efficiently handled by Young Conaway. Young Conaway has a distinguished reputation, isamong the most ethical and competent attorneys in Delaware, and can and will aggressivelyrepresent the Debtor adverse to these creditors, or any other creditor or party in interest, in thisBankruptcy Case if needed. A. Connection with Debtor, David Wilhelm, WFP Investments, LLC and theirRespective Affiliates. 9. The Firm has in the past represented, and is currently representing, WFPCordillera, LLC, a Delaware limited liability company ("WFP Cordillera") in various matters,including those related to the Debtor and its properties. David A. Wilhelm ("Wilhelm")currently holds all of the membership interests in WFP Cordillera. WFP Cordillera in turn is theholder of all of the membership interests in Cordillera Golf Holdings, LLC, a Delaware limitedliability company ("Cordillera Golf Holdings"). There are certain individuals and entities(including Wilhelm), who may hold economic interests in Cordillera Golf Holdings, but who donot hold membership interests. Cordillera Golf Holdings in turn holds all of the membershipinterests in the Debtor. WFP Cordillera is also a guarantor under the Alpine Bank Loan and theRush/Cordillera Loan described below and, as is customary in such multi-party transactions, the 34852-1241-7551.5
  18. 18. Firm served as special counsel only to WFP Cordillera (for purposes of issuing the closingopinion) in connection with those loan transactions. 10. The Firm has in the past represented, and in certain cases is currentlyrepresenting, Cordillera Golf Holdings in matters related to the Debtor and its properties.Cordillera Golf Holdings is also a guarantor under the Alpine Bank Loan and theRush/Cordillera Loan described below and, as is customary in such multi-party transactions, theFirm served as special counsel only to Cordillera Golf Holdings (for purposes of issuing theclosing opinion) in connection with those loan transactions. 11. Additionally, the Firm has in the past, and in some cases is currently, representingother entities affiliated with WFP Cordillera, including, without limitation, the Debtor and CGHManager, LLC, a Delaware limited liability company ("CGH") in matters relating to the Debtorand its properties as well as unrelated matters (WFP Cordillera, Cordillera Golf Holdings, CGHand all other entities affiliated with the Debtor shall be referred to herein as the "DebtorAffiliated Entities"). CGH is the non-member Manager of WFP Cordillera, Cordillera GolfHoldings and the Debtor. CGH does not conduct any separate business activities. 12. The Firm has in the past represented, and is currently representing, Wilhelm andWFP Investments, LLC ("WFPI"), and their respective affiliates (collectively, the "WilhelmAffiliated Entities"), in connection with various matters, both related and unrelated to the Debtorand its properties, including matters relating to the Mayacama Golf Club, located in Sonoma,California, Roaring Fork Club, located in Basalt, Colorado, Chileno Bay, located in Cabo SanLucas, Mexico, and Starkdale Farms, located in Duchess, New York, as well as other projectsand matters. Neither WFPI nor any of the Wilhelm Affiliated Entities have any ownershipinterest in the Debtor. However, WFPI and Wilhelm are guarantors under the Alpine BankLoan and the Rush/Cordillera Loan described below. At the request of the Debtor, as iscustomary in such multi-party transactions, the Firm served as special counsel only to WFPI andWilhelm (for purposes of issuing the closing opinion), in connection with those loantransactions. 44852-1241-7551.5
  19. 19. 13. The Firm has in the past represented, and is currently representing, the Debtor inconnection with the Debtors Alpine Bank Loan, in the original principal sum of approximately$13.7M, secured by certain of the Debtors assets and properties (the "Alpine Bank Loan"). TheAlpine Bank Loan is guaranteed by Wilhelm, WFPI and certain of the Debtor Affiliated Entities. 14. The Firm has in the past represented, and is currently representing, the Debtor inconnection with Wilhelms loan to the Debtor, in the original principal sum of approximately$7.75M, secured by certain of the Debtor’s assets and properties ("Wilhelm/Cordillera Loan").The Firm is not representing Wilhelm in connection with the Wilhelm/Cordillera Loan. In thisregard, Wilhelm has retained separate legal counsel to represent him in connection with theWilhelm/Cordillera Loan. 15. The Firm has in the past represented, and is currently representing, the Debtor inconnection with Dr. Jeffrey Rushs loan to Wilhelm, in the original principal sum ofapproximately $3.75M ("Rush/Cordillera Loan"). The Debtor, certain of the Debtor AffiliatedEntities, WFPI and Wilhelm are all guarantors of the Rush/Cordillera Loan. The DebtorAffiliated Entities, WFPI and Wilhelm have all retained separate legal counsel to represent themin connection with the Rush/Cordillera Loan. Furthermore, Dr. Jeffrey Rush has retainedseparate legal counsel to represent him in connection with the Rush/Cordillera Loan. 16. The Firm appears to have in the past, and/or appears to be currently representingone or more other affiliated entities, including Cordillera Development, LLC; Mayacama Lot 24,LLC; CVC GP, LLC; Valley Golf, LLC; Cordillera Valley Club Investors, LP; Cordillera F&B,LLC; Summit Food And Beverage, LLC; Mountain F&B, LLC; and CVC Management, LLC;CL Wind Rose Holdings, LLC; 32 Winds LLC; Roaring Fork Mountain Lodge – Aspen, LLC;Roaring Fork Mountain Lodge – Snowmass, LLC; Wind Rose Dutchess, LLC; Wind RoseSnowmass Building 11, LLC; Mayacama Golf Club, LLC; Maycama Investments, LLC; RoaringFork Club, LLC; CLA Mayacama Holdings, LLC; Mayacama Holdings, LLC; CordilleraMayacama Investors LLC; Cordillera Summit Golf, Inc.; Cordillera Club Properties LLC; andCordillera Valley Club Investors Limited in connection with various matters relating to thematters described above and/or as well as other projects or matters. Some of these entities are 54852-1241-7551.5
  20. 20. now dissolved. Specifically: (a) Cordillera Development, LLC was formed to undertake certainof the development activities at Cordillera; (b) Cordillera Development LLC has not in the past,and is not currently, involved in any business activities; and (c) CVC GP LLC, Valley Golf,LLC, Cordillera Valley Club Investors, LP, Cordillera F&B, LLC, Summit Food and Beverage,LLC; Mountain F&B, LLC; and CVC Management, LLC; Cordillera Summit Golf, Inc.;Cordillera Club Properties LLC; and Cordillera Valley Club Investors Limited, were all formedpreviously in connection with the prior ownership, or in connection with the acquisition, of theCordillera Golf Club – none of these entities are currently active and have all been dissolved, orwill be dissolved in the near future; and (d) Mayacama Lot 24, LLC, CL Wind Rose Holdings,LLC; 32 Winds LLC; Roaring Fork Mountain Lodge – Aspen, LLC; Roaring Fork MountainLodge – Snowmass, LLC; Wind Rose Dutchess, LLC; Wind Rose Snowmass Building 11, LLC;Mayacama Golf Club, LLC; Maycama Investments, LLC; Roaring Fork Club, LLC; CLAMayacama Holdings, LLC; Mayacama Holdings, LLC; Cordillera Mayacama Investors LLC, areall entities that were formed in connection with other projects unrelated to the Debtor and haveno involvement with respect to the Debtor, other than in connection with the Premier/CharterMembership Program described below. 17. The Debtor previously offered and sold certain Premier and CharterMemberships. These memberships entitle the holder, and certain designated family members, tohave access to and to play golf at other private clubs owned or controlled by Wilhelm including,Mayacama Golf Club, Sonoma, California and Roaring Fork Club, Basalt, Colorado (Wilhelmno longer owns or controls Roaring Fork Club) ("Premier/Charter Membership Program"). 18. The Firm has in the past and is currently serving as advisory counsel to WFPCordillera, Cordillera Golf Holdings, the Debtor and Wilhelm in connection with the prosecutionof the pending litigation against the Cordillera Transition Corporation Inc., et. al. (the "CTCLitigation"). The Firm is serving as advisory counsel only and is not currently named asattorneys of record in the CTC Litigation, and anticipates remaining in an advisory capacity roleas the outcome of that case may be relevant to the Chapter 11 proceeding. 64852-1241-7551.5
  21. 21. 19. On May 24, 2011, the Debtor filed the CTC Litigation complaint in the DistrictCourt for Eagle County, Colorado. As set forth in further detail in the Affidavit of Daniel L.Fitchett, Jr., in Support of Chapter 11 Petition and First Day Relief, filed on June 26, 2012[Docket No. 2] (the "First Day Affidavit"), and incorporated herein by reference, the Debtorscase turns upon a series of actions taken by a sub-group of Club (defined below) members infurtherance of an apparent strategy to discredit the Debtor, incite Club member resignations,damage the Debtor financially and reputationally, and ultimately seize ownership of the Club at asubstantially discounted valuation. See First Day Affidavit at Paragraph 35. 20. The CTC Litigation complaint asserts seven causes of action for (1) TortiousInterference with Contract; (2) Tortious Interference with Prospective Business Advantage; (3)Colorado Organized Crime Control Act; (4) Fraud; (5) Fraud in the Inducement; (6) CivilConspiracy/Collusion; and (7) Defamation. The parties presently are in midst of discovery.Written discovery has been exchanged by all parties with approximately 145,000 pages ofdocuments produced in the case. The first series of depositions is scheduled to commence theweek of July 9, 2012 with additional depositions in the process of being scheduled. A threeweek jury trial is set for April 1-19, 2013. Id. at Paragraph 36. 21. Later in June 2011, in response to the CTC Litigation, a class action suit was filedagainst the Debtor and WFP Cordillera, Cordillera Golf Holdings, Wilhelm, WFPI, PatrickWilhelm, Cordillera F & B, LLC and CGH for breach of contract, alleging that management wasrequired to open all facilities. Foley, et. al. v. Cordillera Golf Club LLC, 2011 CV 552 filed inEagle County District Court, Colorado ("Member Lawsuit").2 Id. at Paragraph 37. ClassPlaintiffs seek return of all 2011 membership dues paid as well as an expedited refund of theirmembership deposits. Id. 22. On May 4, 2012, the Debtor filed a motion to dismiss the securities claims thatwere added by way of third amended complaint. Two other defendants filed a separate motion to 2 A named Plaintiff, Foley, has no relation to the Debtors proposed counsel, Foley &Lardner LLP. 74852-1241-7551.5
  22. 22. dismiss for failure to state facts upon which relief may be granted. A decision on both motions ispending. Id. at Paragraph 38. 23. The Firm has in the past, and is currently serving as special counsel to WFPCordillera, Cordillera Golf Holdings, the Debtor, Wilhelm, WFPI, Patrick Wilhelm, Cordillera F& B, LLC and CGH in connection with the defense the Member Lawsuit. Gordon & Rees is theprimary counsel in the Members Lawsuit (the insurance carrier, Zurich, designated Gordon andRees to handle the defense of the matter) and the Firm is only acting as special counsel. TheFirm is accepting partial payment from Zurich in partial satisfaction for services incurred on theDefendants behalf regarding the Member Lawsuit. The Firm represents Aon Corporation againstZurich in another matter. The Firm sought and secured an advance waiver of future conflictsfrom the Defendants ("Advance Waiver"). Pursuant to the terms of the Advance Waiver, theFirm will not represent any of the Defendants if any one of the Defendants disagree on an issue –even if such disagreement does not rise to the level of a true conflict – and the Defendants arenot able to resolve such issue. 24. The Patrick D. Wilhelm Trust U/T/A April 5, 1996, appears to have been andcurrently is affiliated with the Firms representation of certain entities set forth above in one ormore matters. The Firm represents Patrick D. Wilhelm only as a nominal defendant in theMember Lawsuit. The Firm does not and has not represented the foregoing trust in any matter. 25. As set forth in the Application, the Debtor seeks authorization for the Firmscontinued representation of the Debtor, David Wilhelm, WFP Investments, LLC and theirrespective affiliates and/or related entities set forth above in the above matters including the CTCLitigation and the Member Lawsuit; provided, however, that the Firm will only represent theDebtor, and not David Wilhelm or WFP Investments, LLC or any of their affiliates and/orrelated entities, in this Bankruptcy Case. Indeed, pursuant to the Advance Waiver referred to inParagraph 23 above, the Firm will withdraw from the representation of such entities in theMember Lawsuit in the event of a conflict or controversy. 26. Van A. Tengberg, a partner in the Firm, is an Independent Manager of WFPI.There are six Family Managers and three Independent Managers of WFPI. While the Firm does 84852-1241-7551.5
  23. 23. not believe this relationship has any effect on the within representation, Mr. Tengberg hasindicated a willingness to resign from such representation out of an abundance of caution shouldthe Court deem necessary or appropriate while the Bankruptcy Case is pending. Mr. Tengbergdoes not have a membership or other economic interest in WFPI, Debtor, any of the WFPIAffiliated Entities or any of the Debtor Affiliated Entities. 27. James Clark, a partner in the Firm, and/or his wife, is a member of the CordilleraGolf Club, the club owned and operated by the Debtor (the "Club"). Mr. Clark has consented tothe Firms representation of the Debtor herein. 28. The Firm is not a creditor of the Debtor and, likewise, the Debtor does not oweany payments to the Firm for services rendered by the Firm. WFPI, Wilhelm, one or more of theother WFPI Affiliated Entities and/or one or more of the Debtor Affiliated Entities set forthabove may owe payment for services rendered by the Firm, both prior to and after the petitiondate. 29. The Firm does not believe that the Firms past, present and future representationof the entities set forth above will be detrimental to the concurrent representation of certain of thesame and does not believe the foregoing representation or involvement poses any conflict ofinterest or "disinterestedness" issues; indeed, the Firm believes, because of its long-standingrelationship with the Debtor and its affiliates, the Firm is in a unique position to provide the mostvaluable services to the Debtor. Out of an abundance of caution, however, the Firm sought andsecured a waiver of any past, present and/or future conflicts of interest from the Debtor, DavidWilhelm, WFPI, WFP Cordillera, Cordillera Golf Holdings, CGH, Cordillera Development,LLC, Mayacama Lot 24, LLC and Patrick Wilhelm (the "Waiver Entities") so that the Firm canrepresent the Debtor in this Bankruptcy Case. Pursuant to the terms of the waiver, the Firm willnot represent any of the Waiver Entities in connection with any controversy or dispute involvingthe Debtor nor will the Firm represent any of the Waiver Entities in connection with anycontroversy or dispute should one arise between any one or more of the Waiver Entities in anymatter. The Firm does not, nor will it, represent any of the Waiver Entities, other than theDebtor, in the Debtors Bankruptcy Case. 94852-1241-7551.5
  24. 24. 30. The attorneys working on this Bankruptcy Case have not worked on any of thematters involving the Debtor (except as it may relate to the Bankruptcy Case), David Wilhelm,WFP Investments, LLC and certain of their respective affiliates and/or related entities. B. Connections with Creditors and Parties in Interest. (i) Connection with Current Active Client for Which a Conflict WaiverLetter Has Been Obtained, or May be Sought. a. David A. Wilhelm ("Wilhelm"). 31. Wilhelm currently holds all of the membership interests in WFP Cordillera. WFPCordillera in turn is the holder of all of the membership interests in Cordillera Golf Holdings.There are certain individuals and entities (including Wilhelm), who may hold economic interestsin Cordillera Golf Holdings, but who do not hold membership interests. Cordillera GolfHoldings in turn holds all of the membership interests in the Debtor. Wilhelm is the solemanager and Chief Executed Officer and President of CGH which is the sole manager of theDebtor. Wilhelm is also Chairman of the Debtor. 32. The Firm has in the past represented, and is currently representing, Wilhelm as setforth above. The Firm does not represent Wilhelm in this Bankruptcy Case. Wilhelm is analleged secured creditor with a scheduled claim of $7,260,629.41. For bankruptcy purposes, webelieve that this representation does not post any disinterested issue. Out of an abundance ofcaution, however, the Firm has sought and secured waiver of any past, present and/or futureconflicts of interest from Wilhelm so that the Firm can represent the Debtor in this BankruptcyCase. Pursuant to the terms of the waiver, the Firm will not represent any of the Waiver Entities,including Wilhelm, in connection with any controversy or dispute involving the Debtor nor willthe Firm represent any of the Waiver Entities, including Wilhelm, in connection with anycontroversy or dispute should one arise between any one or more of the Waiver Entities in anymatter. The Firm does not, nor will it, represent Wilhelm in the Debtors Bankruptcy Case. 33. Finally, Wilhelm, is represented by James J. Holman at Duane Morris LLP, whois likewise competent and highly ethical, and can and will assist Wilhelm in dealing with anycreditor or the Debtor. I submit that this degree of separation of the Firm from Wilhelm is more 104852-1241-7551.5
  25. 25. than sufficient for these circumstances. The Debtor has reviewed and have approved of thesearrangements. b. Wells Fargo Financial Leasing ("WFFL"). 34. WFFL is an alleged secured creditor with an aggregate scheduled claim of$24,891.15 against the Debtor. This amount is not material to either WFFL, and/or its affiliates,or the Firm. The Firm does not currently represent WFFL in any matter. There is no conflict ordisinterestedness issues; nevertheless, because Rules 2014 requests "connections," thisconnections is disclosed herein. 35. The Firm currently represents certain affiliates of WFFL including Wells Fargoand Wells Fargo Bank, N.A. The Firm, however, does not represent WFFL or any of itsaffiliates in any matter related to the Debtor in this Bankruptcy Case. The Firm appears torepresent an affiliate of WFFL (Wells Fargo Bank, National Association) in one or more non-bankruptcy matters where it appears that (1) one or more affiliates of Home Depot Credit(CitiFinancial, Inc. and Citigroup Global Capital Markets Inc.) are otherwise involved in one ormore of such matters; (2) an affiliate of US Bank (U.S. Bank, N.A.) is a co-client in one or moreof such matters; (3) an affiliate of US Bank (U.S. Bank, N.A.) is affiliated with Wells FargoBank, N.A. in one or more of such matters; (4) an affiliate of US Bank (U.S. Bank, N.A.) isotherwise involved in one or more of such matters; (5) an affiliate of US Bank (US BankNational Association, as trustee for Citigroup Mortgage Loan Trust 2007-WFHE1, Asset-Backed-Pass-Through Certificates, Series 2007-WFHE1) is otherwise involved in one or more ofsuch matters. 36. The Firm appears to represent an affiliate of WFFL (Wells Fargo Securities, LLC)in a non-bankruptcy matter where it appears an affiliate of US Bank (US Bancorp) is affiliatedwith Wells Fargo Securities, LLC in such matter. 37. For conflict of interest purposes, we believe that this representation does not poseany conflict of interest. Out of an abundance of caution, however, the Firm may seek a waiver ofany potential conflict of interest from one or more of WFFLs affiliates, so that the Firm canrepresent the Debtor in this Bankruptcy Case. It is believed that the affiliates of WFFL will 114852-1241-7551.5
  26. 26. execute the waiver as presented. At this time, it is not expected that the Firm has grounds to, orwill be asked to, object to the claim of WFFL, so any conflict is a potential conflict, at best. TheFirm will file a supplemental declaration with the Court advising that the executed waiver letter,if necessary, has been received. Nevertheless, to assist the Debtor in analyzing matters related toany creditor or party in interest for which a waiver agreement is sought and not granted,including the potential issues with Wells Fargo and/or Wells Fargo Bank, N.A., the Debtor hasretained Young Conway as its conflicts counsel to advise the Debtor on any matter or issue thatFirm - in the exercise of the most conservative analysis - cannot, will not or should not otherwiseso advise the Debtor or, alternatively, which can be more efficiently handled by YoungConaway. c. Steven and June Smith. 38. Steven and June Smith are members of the Club operated and owned by theDebtor. The Firm may currently represent, and may have represented, Mr. Smith and possiblyMrs. Smith in one or more active matters. The Firm does not represent Mr. or Mrs. Smith in anymatter related to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. Smith arealleged unsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00against the Debtor. This amount is not material to either Mr. or Mrs. Smith or the Firm. 39. For conflict of interest purposes, we believe that this representation does not poseany conflict of interest. Out of an abundance of caution, however, the Firm will not seek awaiver of any potential conflict of interest from Mr. and/or Mrs. Smith relative to thisBankruptcy Case. Nevertheless, to assist the Debtor in analyzing matters related to any potentialissues with Mr. and/or Mrs. Smith, if any, the Debtor has retained Young Conaway as itsconflicts counsel to advise the Debtor on any matter or issue that Firm - in the exercise of themost conservative analysis - cannot, will not or should not otherwise so advise the Debtor or,alternatively, which can be more efficiently handled by Young Conaway. d. Todd Alley. 40. Todd Alley is a member of the Club operated and owned by the Debtor. TheFirm appears to currently represent, and may have represented, Mr. Alley in one or more active 124852-1241-7551.5
  27. 27. matters. The Firm does not represent Mr. Alley in any matter related to the Debtor or otherparties in this Bankruptcy Case. Mr. Alley and Mrs. Alley are alleged unsecured creditors withan aggregate scheduled disputed unsecured claim of $0.00. This amount is not material to eitherMr. Alley or Mrs. Alley or the Firm. 41. For conflict of interest purposes, we believe that this representation does not poseany conflict of interest. Out of an abundance of caution, however, the Firm will not seek awaiver of any potential conflict of interest from Mr. Alley and/or Mrs. Alley relative to thisBankruptcy Case. Nevertheless, to assist the Debtor in analyzing matters related to any potentialissues with Mr. Alley and/or Mrs. Alley, if any, the Debtor has retained Young Conaway as itsconflicts counsel to advise the Debtor on any matter or issue that Firm - in the exercise of themost conservative analysis - cannot, will not or should not otherwise so advise the Debtor or,alternatively, which can be more efficiently handled by Young Conaway. e. Jack and Nancy Suarez. 42. Jack and Nancy Suarez are members of the Club operated and owned by theDebtor. The Firm may currently represent, and may have represented, Mr. Suarez and/or Mrs.Suarez in one or more active matters. The Firm does not represent Mr. or Mrs. Suarez in anymatter related to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. Suarez arealleged unsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00against the Debtor. This amount is not material to either Mr. or Mrs. Suarez or the Firm. 43. The Firm represents or represented one or more parties, in one or more non-bankruptcy matters, that appear to be affiliated with Mr. and/or Mrs. Suarez in one or morematters unrelated to the Debtor, this estate or other parties in this Bankruptcy Case. The Firmrepresented a party that appears to be adverse to Mr. Suarez in a non-bankruptcy matter unrelatedto the Debtor, this estate or other parties in this Bankruptcy Case. The Firm represented a partythat appears to be adverse to Mrs. Suarez in a bankruptcy matter unrelated to the Debtor, thisestate or other parties in this Bankruptcy Case. 44. For conflict of interest purposes, we believe that this representation does not poseany conflict of interest. Out of an abundance of caution, however, the Firm will not seek a 134852-1241-7551.5
  28. 28. waiver of any potential conflict of interest from Mr. and/or Mrs. Suarez relative to thisBankruptcy Case. Nevertheless, to assist the Debtor in analyzing matters related to any potentialissues with Mr. and/or Mrs. Suarez, if any, the Debtor has retained Young Conaway as itsconflicts counsel to advise the Debtor on any matter or issue that Firm - in the exercise of themost conservative analysis - cannot, will not or should not otherwise so advise the Debtor or,alternatively, which can be more efficiently handled by Young Conaway. f. Mike White and Cathy White. 45. Mike and Cathy White are members of the Club operated and owned by theDebtor. The Firm appears to currently represent, and may have represented, Mr. and Mrs. Whitein one or more active matters. The Firm does not represent Mr. or Mrs. White in any matterrelated to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. White are allegedunsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00 against theDebtor. This amount is not material to either Mr. or Mrs. White or the Firm. 46. The Firm represents a party, in a non-bankruptcy matter, that appears to beaffiliated with Mr. and Mrs. White in a matter unrelated to the Debtor, this estate or other partiesin this Bankruptcy Case. Mr. White further appears to be a other involved party in a matterunrelated to the Debtor, this estate or other parties in this Bankruptcy Case. 47. For conflict of interest purposes, we believe that this representation does not poseany conflict of interest. Out of an abundance of caution, however, the Firm will not seek awaiver of any potential conflict of interest from Mr. White and/or Mrs. White relative to thisBankruptcy Case. Nevertheless, to assist the Debtor in analyzing matters related to any potentialissues with Mr. White and/or Mrs. White, if any, the Debtor has retained Young Conaway as itsconflicts counsel to advise the Debtor on any matter or issue that Firm - in the exercise of themost conservative analysis - cannot, will not or should not otherwise so advise the Debtor or,alternatively, which can be more efficiently handled by Young Conaway. (ii) Connection with Current Client, No Waiver Necessary. 48. Because of its size and its tenure in this community, it is inevitable that one ormore creditors or parties in interest are clients of the Firm. No creditor in this case has retained 144852-1241-7551.5
  29. 29. the Firm, or is a Firm client, in this matter adverse to the Debtor. Each of the creditors or partiesin interest set forth below and as set forth on Exhibit "A" in the column titled "Client" attachedhereto and/or one or more of such creditors and/or party in interest affiliates (collectively, the"Current Clients"), as such affiliates were identified through the conflicts search describedabove, appear to be clients of the Firm in one or more matters unrelated to the Debtor, thisBankruptcy Case or any other party in interest in this case unless otherwise set forth herein. ThisFirm may, from time to time, accept new cases from the Current Clients. The scheduled amountof each claim of the Current Clients against the Debtor in this Bankruptcy Case are not materialto either the Current Client or the Firm. 49. For conflicts of interest purposes, we believe these representations do not poseany conflict of interest. However, the Firm shall neither take any action directly adverse to theCurrent Clients on behalf of the estate absent an executed written conflict waiver and subsequentdisclosure to this Court and parties in interest. If a waiver agreement is sought and not grantedfrom any of such Current Clients the Debtor has retained Young Conaway as its conflictscounsel to advise the Debtor on any matter or issue that the Firm - in the exercise of the mostconservative analysis - cannot, will not or should not otherwise so advise the Debtor or,alternatively, which can be more efficiently handled by Young Conaway. In no circumstanceswill the Firm represent these Current Clients adverse to the Debtor. a. U.S. Bank. 50. The Firm appears to represent U.S. Bank and/or one or more of its affiliates inone or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition tothe disclosures on Exhibit "A" attached hereto, the Firm appears to represent an affiliate of U.S.Bank (US Bancorp) in one or more non-bankruptcy matters where it appears that (1) AmericanExpress is adverse in one or more of such matters; (2) an affiliate of Ford Motor Credit (FordMotor Company) is adverse in one or more of such matters; (3) an affiliate of Home DepotCredit (Citibank, N.A.) is otherwise involved in one or more of such matters; and (4) an affiliateof Toyota Financial Services (Toyota Motor Credit Corporation) is otherwise involved in one ormore of such matters. 154852-1241-7551.5
  30. 30. b. Aon Risk Services. 51. The Firm appears to represent Aon Risk Services and/or one or more of itsaffiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. Inaddition to the disclosures on Exhibit "A" attached hereto, the Firm appears to represent AonRisk Services and/or one or more of its affiliates in one or more non-bankruptcy matters where itappears that (1) Zurich American and/or one or more of its affiliates is adverse in one or more ofsuch matters; (2) Zurich American and/or one or more of its affiliates is otherwise involved inone or more of such matters; (3) an affiliate of AT&T Mobility (AT&T) is otherwise involved inone or more such matters; and (4) Greenberg Traurig LLP is adverse in one or more of suchmatters. c. Textron Financial Corporation. 52. The Firm represents Textron Financial Corporation and/or one or more of itsaffiliates in or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. Inaddition to the disclosures on Exhibit "A" attached hereto, the Firm represents Textron FinancialCorporation and/or one or more of its affiliates in a non-bankruptcy matter where it appears thatan affiliate of Callaway Golf (Callaway Golf Club LLC) is adverse to Textron FinancialCorporation in such matter. d. Home Depot Credit. 53. The Firm appears to represent one or more of affiliates of Home Depot Credit inone or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition tothe disclosures on Exhibit "A" attached hereto, the Firm appears to represent (1) an affiliate ofHome Depot Credit (Citigroup Global Markets, Inc.) in one or more non-bankruptcy matterswhere it appears that an affiliate of US Bank (U.S. Bank National Assoc., as trustee) is adversein one or more of such matters; and (2) an affiliate of Home Depot Credit (Citigroup GlobalMarkets, Inc.) in one or more non-bankruptcy matters where it appears that an affiliate of USBank (U.S. Bank National Association) is adverse in one or more of such matters. 164852-1241-7551.5
  31. 31. e. CenturyLink. 54. The Firm appears to represent CenturyLink and/or one or more of its affiliates inone or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition tothe disclosures on Exhibit "A" attached hereto, the Firm appears to represent an affiliate ofCenturyLink (CenturyTel, Inc.) in a non-bankruptcy matter where it appears that Level 3Communications LLC is otherwise involved in such matter. (iii) Connection with Former Client. 55. Each of the creditors or parties in interest set forth below and as set forth onExhibit "A" in the column titled "Former Client" attached hereto and/or one or more of suchcreditors or party in interest affiliates (collectively, the "Former Clients"), as such affiliates wereidentified through the conflicts search described above, appear to be former clients of the Firm inone or more matters unrelated to the Debtor, this Bankruptcy Case or any other party in interestin this Bankruptcy Case unless otherwise set forth herein. The Firm is not currently engaged inany active matter for the Former Clients unless otherwise set forth herein or on Exhibit "A".The Firm does not possess any material or confidential information that prevents the Firm frombeing directly adverse to the Former Clients in this Bankruptcy Case. Except as set forth herein,the Firm has never represented, and will not represent, any of the Former Clients in any mannerrelated to the Debtor or the estate in this Bankruptcy Case. 56. For conflicts of interest purposes, we believe that these former representations donot pose any conflict of interest. The Firm believes no waiver of any potential conflict of interestfrom the Former Clients is required. The Firm may, from lime to time, take on new matters forthe Former Clients unrelated to the Debtor or the estate. If at any point such a waiver isnecessary, it is believed that the Former Clients would execute any waiver as presented. If awaiver agreement is sought and not granted from any of such Current Clients the Debtor hasretained Young Conaway as its conflicts counsel to advise the Debtor on any matter or issue thatthe Firm - in the exercise of the most conservative analysis - cannot, will not or should nototherwise so advise the Debtor or, alternatively, which can be more efficiently handled by YoungConaway. The Firm will supplement this declaration if, at any time, it appears a potential or an 174852-1241-7551.5
  32. 32. actual conflict may arise. None of these matters raise any conflict or disinterestedness issues;nevertheless, because Rule 2014 requests "connections," these are disclosed herein. a. Wells Fargo Financial Leasing ("WFFL"). 57. The Firm currently represents certain affiliates of WFFL including Wells Fargoand Wells Fargo Bank, N.A. The Firm, however, does not represent WFFL or any of itsaffiliates in any matter related to the Debtor in this Bankruptcy Case. In addition to thedisclosures on Exhibit "A", the Firm appears to have represented an affiliate of WFFL (WellsFargo) in one or more non-bankruptcy matters where it appears (1) an affiliate of theProfessional Golfers Association (Professional Golf Association) is otherwise involved in one ormore of such matters; and (2) an of Dish Network Inc. (Blockbuster) is otherwise involved inone or more of such matters. b. OfficeMax Contract, Inc. 58. The Firm appears to have represented OfficeMax Contract, Inc. and/or one ormore of its affiliates in one or more matters unrelated to the Debtor, the estate and thisBankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appearsto have represented an affiliate of OfficeMax Contract, Inc. (OfficeMax, Inc.) in one or morenon-bankruptcy matters where it appears an affiliate of Dell Commercial Credit (Dell ComputerCompany) was otherwise involved in one or more of such matter. c. Toyota Financial Services. 59. The Firm appears to have represented Toyota Financial Services and/or one ormore of its affiliates in one or more matters unrelated to the Debtor, the estate and thisBankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appearsto have represented an affiliate of Toyota Financial Services (Toyota Motor Engineering &Manufacturing North America, Inc.) in one or more non-bankruptcy matters where it appears (1)an affiliate of Delaware, State of (University of Delaware) is adverse in one or more suchmatters; and (2) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse in one ormore such matters. 184852-1241-7551.5
  33. 33. d. Airgas-Intermountain. 60. The Firm appears to have represented one or more affiliates of Airgas-Intermountain in one or more matters unrelated to the Debtor, the estate and this BankruptcyCase. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to haverepresented an affiliate of Airgas-Intermountain (Airgas, Inc.) in one or more non-bankruptcymatters where it appears (1) an affiliate of Ford Motor Credit (Ford Motor Company) is adversein one or more such matters; and (2) an affiliate of John Deere Credit (John Deere Company) isadverse in one or more such matters. e. U.S. Bank. 61. The Firm appears to have represented U.S. Bank and/or one or more of itsaffiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. Inaddition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have representedan affiliate of U.S. Bank (US Bancorp) in one or more non-bankruptcy matters where it appearsthat (1) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse in one or more ofsuch matters; (2) an affiliate of Pepsi Bottling Group (Pepsi Cola Bottling Co.) is adverse in oneor more of such matters; (3) an affiliate of Principal Financial Group (Principal Life InsuranceCompany) is otherwise involved in one or more of such matters; and (4) an affiliate of OrixCorporate Capital, Inc. (Orix Financial Services, Inc.) is otherwise involved in one or more ofsuch matters. f. Ford Motor Credit. 62. The Firm represented Ford Motor Credit and/or one or more of its affiliates in oneor more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to thedisclosures on Exhibit "A" attached hereto, the Firm appears to have represented an affiliate ofFord Motor Credit (Ford Motor Company) in one or more non-bankruptcy matters where anaffiliate of John Deere Credit (Deere & Company) is otherwise involved in one or more of suchmatters. These matters are unrelated to the Debtor, the estate and this Bankruptcy Case. 194852-1241-7551.5
  34. 34. g. Home Depot Credit. 63. The Firm appears to have represented one or more of its affiliates of Home DepotCredit in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. Inaddition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented(1) an affiliate of Home Depot Credit (Citibank, N.A.) in one or more non-bankruptcy matterswhere it appears that Shearman & Sterling is otherwise involved in one or more of such matters;(2) an affiliate of Home Depot Credit (Citicorp Services, Inc.) in one or more non-bankruptcymatters where it appears that Shearman & Sterling is otherwise involved in one or more of suchmatters; (3) an affiliate of Home Depot Credit (Citibank) in one or more non-bankruptcy matterswhere it appears that Shearman & Sterling is otherwise involved in one or more of such matters;and (4) an affiliate of Home Depot Credit (Citigroup Global Markets, Inc.) in one or more non-bankruptcy matters where it appears that an affiliate of US Bank (U.S. Bancorp Piper JaffrayInc.) is a co-client and/or otherwise affiliated in the matter(s) with Citigroup Global Markets,Inc. in one or more of such matters. h. Orix Corporate Capital, Inc. 64. The Firm appears to have represented Orix Corporate Capital, Inc. and/or one ormore of its affiliates in one or more matters unrelated to the Debtor, the estate and thisBankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appearsto have represented an affiliate of Orix Corporate Capital, Inc. (Orix Real Estate Capital, Inc.) inone or more non-bankruptcy matters where it appears (1) an affiliate of Federal Express, Inc.(Kinkos) is adverse in one or more of such matters; and (2) an affiliate of Office Depot Card Plan(Office Depot, Inc.) is adverse in one or more of such matters. i. DirecTV. 65. The Firm appears to have represented DirecTV and/or one or more of its affiliatesin one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In additionto the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented DirecTVin one or more non-bankruptcy matters where it appears an affiliate of the Pepsi Bottling Group(Pepsi) is adverse in one or more of such matters. 204852-1241-7551.5
  35. 35. j. Aon Risk Services. 66. The Firm appears to have represented Aon Risk Services and/or one or more of itsaffiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. Inaddition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have representedAon Risk Services and/or one or more of its affiliates in one or more non-bankruptcy matterswhere it appears Zurich American and/or one or more of its affiliates is otherwise involved inone or more of such matters. k. TCF Financial Corporation. 67. The Firm appears to represent TCF Equipment Finance and/or one or more of itsaffiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. Inaddition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have representedTCF Equipment Finance and/or one or more of its affiliates in one or more non-bankruptcymatters where it appears Zurich American and/or one or more of its affiliates is otherwiseinvolved in one or more of such matters. (iv) Connections in Other Bankruptcy Cases. 68. The Firm has a long history of representing trustees, debtors and official creditorscommittees ("OCC") in bankruptcy cases. Because of the nature of the bankruptcy businesscommunity, it is common for the same party to appear as a creditor of more than one debtor. Thecreditors or parties in interest set forth on Exhibit "A" in the column titled "Adverse inBankruptcy Cases" attached hereto and/or one or more of such creditors or party in interestaffiliates, as such affiliates were identified through the conflicts search described above, appear,at one time or another, to have surfaced as creditors (or as otherwise adverse) in one or morematters in which the Firm represented and/or currently represents a trustee, a debtor or OCC, andin which the Firms representation would have been or is technically adverse to such parties. Thescheduled claim against the Debtor of such creditors or parties in interest is immaterial to suchparties and the Firm. None of these matters are related to the Debtor, the estate or other partiesin this Bankruptcy Case unless otherwise set forth herein. None of these matters raise any 214852-1241-7551.5
  36. 36. conflict or disinterestedness issues; nevertheless, because Rule 2014 requests "connections,"these are disclosed herein. C. Adverse Representation in Non-Bankruptcy Cases. 69. The Firm has a long history of representing clients in litigation and other mattersthroughout the United States, and abroad. Because of the nature of the business, it is notuncommon for creditors or adversaries of the Debtor to also be creditors or adversaries ofunrelated Firm clients. This Firm appears to have represented or represents one or more partiesin one or more non-bankruptcy matters where such parties are adverse to one or more of thecreditors or parties in interest set forth below and as set forth on Exhibit "A" in the column titled"Adverse in Non-Bankruptcy Cases" attached hereto and/or one or more of such creditors orparty in interest affiliates, as such affiliates were identified through the conflicts search describedabove. These matters are unrelated to the Debtor, the estate or other parties in this BankruptcyCase unless otherwise set forth herein. None of these matters raise any conflict ordisinterestedness issues; nevertheless, because Rule 2014 requests "connections," these aredisclosed herein. a. Alpine Bank. 70. Alpine Bank is an alleged secured creditor to the Debtor, with an aggregatescheduled secured claim of $12,763,500 against the Debtor. The Firm represents a party, in anon-bankruptcy matter, that is adverse to Alpine Bank. This matter is unrelated to the Debtor,this estate or other parties in this bankruptcy proceeding. b. Member Lawsuit. 71. The Firm has in the past, and is currently acting as special counsel to WFPCordillera, Cordillera Golf Holdings, the Debtor, Wilhelm, WFPI, Patrick Wilhelm, Cordillera F& B, LLC and CGH in connection with the defense of the pending class action suit related to theDebtor and its properties brought by club members (referenced above as the "Member Lawsuit").The plaintiff members adverse to the entities above of the Member Lawsuit are Thomas Wilner,Jane Wilner, Cheryl M. Foley, Charles Jackson, Mary Jackson, and Kevin B. Allen. AlpineBank is an other involved party in the Member Lawsuit. 224852-1241-7551.5
  37. 37. c. CTC Litigation. 72. The Firm has in the past, and is currently acting as advisory counsel, to WFPCordillera, Cordillera Golf Holdings, the Debtor and David A. Wilhelm in connection with theprosecution of the pending litigation against the Cordillera Transition Corporation, Inc.,Cordillera Property Owners Association, Inc., Cordillera Valley Club Property OwnersAssociation, Inc., Timber Sprints Property Owners Association, Inc., Robert Vanourek, DeniseDelany, Gary Edwards, Raymond Oglethorpe, David Temin, Sarah Baker, Nelson Sims, DickRothkopf, David Bentley, Elise Micati, Rick Smith, Glenn Bourland, Louise Van Dusen andRoger Magid. d. Colorado Department of Revenue. 73. The Firm appears to represent a party, in a non-bankruptcy matter, that is adverseto an entity that appears to be an affiliate of the Colorado Department of Revenue where anaffiliate of Home Depot Credit (Citigroup) may also be involved in the matter. This matter isunrelated to the Debtor, this estate or other parties in this bankruptcy proceeding. D. Other Involved Connections. 74. The Firm has a long history of representing clients in litigation and other mattersthroughout the United States, and abroad. Because of the nature of the business, it is notuncommon for creditors or adversaries of the Debtor to also be otherwise involved in matters ofunrelated Firm clients. This Firm appears to have represented or represents one or more partiesin one or more matters where one or more of the creditors or parties in interest set forth belowand as set forth on Exhibit "A" in the column titled "Other Involved" attached hereto and/or oneor more of such creditors or party in interest affiliates, as such affiliates were identified throughthe conflicts search described above, appear to be otherwise involved in unrelated matters.These matters are unrelated to the Debtor, the estate or other parties in this Bankruptcy Caseunless otherwise set forth herein. None of these matters raise any conflict or disinterestednessissues; nevertheless, because Rule 2014 requests "connections," these are disclosed herein. 234852-1241-7551.5
  38. 38. a. Office Depot Card Plan; Staples Advantage and OfficeMaxContract, Inc. 75. The Firm appears to have represented a party in a non-bankruptcy matter where itappears that an affiliate of Office Depot Card Plan (Office Depot, Inc.), an affiliate of StaplesAdvantage (Staples, Inc.) and an affiliate of OfficeMax Contract, Inc. (OfficeMax) were otherinvolved parties to such matter. E. Client Affiliated Connections. 76. The Firm has a long history of representing clients in litigation and other mattersthroughout the United States, and abroad. Because of the nature of the business, it is notuncommon for creditors or adversaries of the Debtor to also be involved in matters as a clientaffiliate of unrelated Firm clients. This Firm appears to have represented or represents one ormore parties in one or more matters where one or more of the creditors or parties in interest setforth on Exhibit "A" in the column titled "Client Affiliated" attached hereto and/or one or moreof such creditors or party in interest affiliates, as such affiliates were identified through theconflicts search described above, appear to be affiliated with Firm clients in unrelated matters.These matters are unrelated to the Debtor, the estate or other parties in this Bankruptcy Caseunless otherwise set forth herein. None of these matters raise any conflict or disinterestednessissues; nevertheless, because Rule 2014 requests "connections," these are disclosed herein. F. Connections with Other Counsel and Service Providers in the Bankruptcy Case. 77. Other counsel and service providers in the Bankruptcy Case in which it appearsthe Firm has connections are set forth on Exhibit "B" attached hereto. Attorneys at the Firm,including myself, have had cases adverse to certain attorneys, and other service providers, andtheir firms involved in this Bankruptcy Case (and in some cases, their former firm) in the past. G. Similar Name/ Not Likely Same Creditor. 78. Because of the size of the Firm, with thousands of clients, it is to be expected thatthe Firm represents persons or entities with names similar to those creditors or parties in thisBankruptcy Case; however, as to each of the entities and individuals set forth on Exhibit "C" 244852-1241-7551.5
  39. 39. attached hereto, after reasonable and appropriate follow-up inquiry, we do not believe that thecreditor or party in this Bankruptcy Case is the same as a similarly named person or entity that isa Firm client, former Firm client, or an adverse party to the same, or otherwise involved in anunrelated matter. This connection has no bearing on the Firms disinterestedness in thisBankruptcy Case, but is disclosed out of an abundance of caution. To the extent that the entitieslater prove to be related or the same, the scope of the representation was unrelated to theproposed representation being provided by the Applicant. The Firm will apprize the Court ifthey are found to be the same person and representation involves a potential or direct, adverseclaim. H. United States Trustee. 79. Members of the Firm have had many cases with the Wilmington Office of theUnited States Trustee over the years, and may know certain persons in that office personally. I. Key Terms of Representation. 80. The professional services that the Firm will render to the Debtor include, but shallnot be limited to, the following: a) to provide legal advice with respect to the Debtors powers and duties as Debtor-in-Possession in the continued operation of their business (utilizing the specialty expertise of the Firms Resort, Hospitality and Golf Industry Team), management of their properties and sale of their assets; b) to prepare and pursue confirmation of a plan and approval of a disclosure statement; c) to prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports and other legal papers; d) to appear in Court and to protect the interests of the Debtor before this Court; e) to prosecute for the Debtor and defend the Debtor in litigated matters that may arise during the case; 254852-1241-7551.5
  40. 40. f) to commence and conduct any and all litigation or other action necessary or appropriate to assert rights held by the Debtor; and g) to perform all other legal services for the Debtor which may be necessary and proper in these proceedings. 81. The Firm will seek Court approval of its compensation and reimbursement of itsactual, necessary expenses and other charges incurred by the Firm upon the filing of appropriateapplications for interim and final compensation and reimbursement pursuant to Sections 330 and331 of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules of Bankruptcy Practiceand Procedure of the United States Bankruptcy Court for the District of Delaware. The principalattorneys and paraprofessionals presently designated to represent the Debtor and their currentstandard hourly rates are: a) Christopher Celentino, Partner $675 b) Mikel R. Bistrow, Partner $710 c) Erika Morabito, Partner $680 d) Kathryn M.S. Catherwood $615 e) Dawn A. Messick, Associate $440 f) Brittany Nelson, Associate $470 g) Matthew Riopelle, Associate $380 h) Caron C. Burke, Paraprofessional $225 i) Vicki L. Goldsmith, Paraprofessional $175 82. The hourly rates set forth above are subject to periodic adjustments to reflecteconomic and other conditions. Other attorneys and paralegals may from time to time serve theDebtor in connection with the matters herein described. 83. The hourly rates set forth above are the Firms standard hourly rates for work ofthis nature. It is the Firms policy to charge its clients in all areas of practice for all otherexpenses incurred in connection with a clients case. The expenses charged to clients include,among other things, photocopy and facsimile, messenger and delivery service, online research,travel, work processing, court costs, and search and filing fees, certain telephone charges and 264852-1241-7551.5
  41. 41. overnight delivery charges. The Firm will charge the Debtor for these expenses in a manner andat rates consistent with charges made generally to the Firms other clients. The Firms currentcost schedule is attached hereto as Exhibit "D". 84. The Firm has not received any compensation from the Debtor related to thisBankruptcy Case. 85. Pursuant to Rule 2016(b) of the Bankruptcy Rules, the Firm has not shared oragreed to share any of its compensation from the Debtor with any other person, other than aspermitted by Section 504 of the Bankruptcy Code. 86. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoingis true and correct. Executed this lOth day of July 2012, at San Diego, California. ""~ By:-=~--~~~~--------------- Christopher Celentino 274852-1241-7551.5
  42. 42. EXHIBIT "A" Creditors and Parties in Interest 284852-1241-7551.5
  43. 43. Exhibit A Creditors And Parties In Interest Adverse in  Adverse in Non‐ Other Creditors and Parties In Interest Client Former Client Bankruptcy Cases Bankruptcy Cases Involved Client AffiliatedAcushnet Company X X X XADP Total Source X XADP, Inc. X X X X XAirgas Intermountain X X X X XAmerican Express X X X X X XAmerican Towers Inc X X X XAON RISK SERVICES CENTRAL INC X X X X X XAT&T Mobility X X X X XATALAYA CAPITAL MANAGEMENT X X XBankserv XBEAVER CREEK GOLF CLUB XBEVERAGE DISTRIBUTORS XBig O Tires X XBMI BROADCAST MUSIC, INC. X XBushnell Outdoor Products X X XCallaway Golf X X XCenturylink X X X X X XCharles Reeves XColorado Dept. of Revenue X X X X XComcast Cable X X X X XCOUNTRY CLUB OF THE ROCKIES XCOX, CASTLE AND NICHOLSON LLP X XCSC Corporate Svc. Co. X X XDelaware Secretary of State X X X X XDELL COMMERCIAL CREDIT X X X X XDelta Dental X X X X XDEPARTMENT OF HUMAN SERVICES (COLORADO) XDIRECT TV X X X X X XDISH NETWORK INC X X XECCO USA, INC. X XEcolab, Inc. X X X XEKS&H XFEDERAL EXPRESS INC X X X X4851-4465-8960.2 1

×