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    10000001237 10000001237 Document Transcript

    • UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re: Chapter 11CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. Objection Deadline: 7/26/12@ 4:00p.m. Hearing Date: 7/27/12@ 1:00 p.m. APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CORDILLERA GOLF CLUB, LLC FOR AN ORDER AUTHORIZING AND APPROVING THE EMPLOYMENT OF MUNSCH HARDT KOPF & BARR, PC AS COUNSEL, NUNC PRO TUNC, TO JULY 9, 2012 The Official Committee of Unsecured Creditors (the "Committee") appointed in theabove-captioned chapter 11 bankruptcy case (the "Bankruptcy Case") of Cordillera Golf Club,LLC (the "Debtor") hereby submits this Application of the Official Committee of UnsecuredCreditors of Cordillera Golf Club, LLC for an Order Authorizing and Approving theEmployment ofMunsch Hardt Kopf & Harr, PC as Counsel, Nunc Pro Tunc, to July 9, 2012 (the"Application") seeking, pursuant to sections 328(a) and 1103(a) of title 11 of the United StatesCode (the "Bankruptcy Code") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the"Bankruptcy Rules"), an order of the Court authorizing and approving the Committees retentionof Munsch Hardt Kopf & Harr, PC ("Munsch Hardt") as counsel for the Committee in theBankruptcy Case. In support of the Application, the Committee respectfully represents asfollows: The Debtor in this chapter II 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.
    • I. JURISDICTION AND VENUE 1. This Court has jurisdiction over this Application pursuant to 28 U.S.C. §§ 157 and1334. Consideration of this Application is a core proceeding under 28 U.S.C. § 157(b)(2). TheCommittee disputes that the District of Delaware is the proper venue for the Bankruptcy Case; 2however, to the extent this Court deems that it is a proper venue for the Bankruptcy Case, suchvenue is appropriate under 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the reliefrequested herein are sections 328(a) and 1103(a) of the Bankruptcy Code and Bankruptcy Ru1e2014. II. BACKGROUND 2. On June 26, 2012 ("Petition Date"), the Debtor filed a voluntary petition for reliefunder chapter 11 of the Bankruptcy Code, thereby initiating the Bankruptcy Case. The Debtorremains in control of its business and affairs as a debtor-in-possession pursuant to sections 1107and 1108 of the Bankruptcy Code. 3. On July 6, 2012, the United States Trustee filed its Notice of Appointment ofCommittee of Unsecured Creditors [Docket No. 86], thereby forming the Committee. 3 4. On July 9, 2012, the Committee selected Munsch Hardt to serve as its leadcounsel.2 The Committee is separately filing its Joinder of the Official Committee of Unsecured Creditors in: (i) Motion of Cheryl M Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson and Kevin B. Allen, Individually and as Representatives of a Certified Class of Members, to Transfer Venue; and (ii) Motion of Cordillera Property Owners Association, Inc. and Cordillera Metropolitan District to Transfer Venue to Colorado. The Committee is in no way waiving any, and hereby preserves all, rights it has to contest the current venue of this Bankruptcy Case. The Committees current membership, comprised of various homeowner and trade creditors of the Debtor, is as follows: (i) John D. OBrien; (ii) Cheryl M. Foley; (iii) Ken Ulickey; (iv) Kevin B. Allen; (v) Dennis S. Meir; (vi) JohnS. Lemak; and (vii) Ceres Design & Arborscape, LLC. All of the Committees members have Colorado addresses. 2
    • III. RELIEF REQUESTED 5. This Application is made by the Committee for an order, pursuant to sections328(a) and 1103(a) of the Bankruptcy Code and Bankruptcy Rule 2014, authorizing theCommittee to retain Munsch Hardt as its lead counsel, effective as of July 9, 2012.A. Basis of Selection of Counsel 6. The Committee selected Munsch Hardt as its counsel because of the firmsextensive experience in and knowledge of business reorganizations under chapter II of theBankruptcy Code and its significant experience in hospitality, real estate, and other matters ofimportance in this Bankruptcy Case. Munsch Hardt will make every effort to represent theCommittee in the most effective and cost-efficient manner possible. 7. Munsch Hardt is well-qualified to represent the interests of the Committee as itscounsel. Munsch Hardt is a full-service, business law firm with expertise in all areas ofcommercial and business law, including bankruptcy, reorganization and creditors rights,corporate, securities, tax, real estate, intellectual property, and litigation. 8. Munsch Hardts Reorganization/Corporate Finance Section has particularexperience in significant debt restructnrings and large bankruptcy cases, both regionally andnationally. Specifically, Munsch Hardt has: (i) represented official committees in all facets ofbankruptcy; (ii) represented various entities in connection with asset sales in the bankruptcycontext; (iii) represented debtors, creditors, trustees, and examiners in bankruptcy cases; and (iv)represented lenders, lender groups, and secured creditors in various restructuring and bankruptcymatters. This experience, coupled with the firms expertise in hospitality, real estate, and othermatters of importance in this Bankruptcy Case, provides Munsch Hardt with the expertise toaddress the numerous legal issues that will arise in the context of representing the Committee. 3
    • B. Services to Be Rendered 9. Munsch Hardt is expected to render legal services as the Committee may considerdesirable to discharge the Committees responsibilities and further the interests of theCommittees constituents in this Bankruptcy Case. In addition to acting as primary spokespersonfor the Committee, it is expected that Munsch Hardts services will include, without limitation,assisting, advising, and representing the Committee as follows: (a) Assisting, advising, and representing the Committee with respect to the administration of the Bankruptcy Case and the exercise of oversight with respect to the Debtors affairs, including all issues in connection with the Debtor, the Committee, and/or this Bankruptcy Case; (b) Providing all necessary legal advice with respect to the Committees powers and duties; (c) Preparing on behalf of the Committee necessary applications, motions, memoranda, orders, reports, and other legal papers; (d) Conducting any investigation, as the Committee deems appropriate, concerning, among other things, the assets, liabilities, financial condition, and operating issues of the Debtor; (e) Commencing and prosecuting any and all necessary and appropriate actions and/or proceedings on behalf of the Committee that may be relevant to the Bankruptcy Case; (f) Communicating with the Committees constituents and others as the Committee may consider necessary or desirable in furtherance of its responsibilities; (g) Appearing in court and at statutory meetings of creditors to represent the interests of the Committee; (i) Assisting, advising, and representing the Committee with respect to the negotiation, formulation, drafting, and confirmation of a plan of reorganization and matters related thereto, including the negotiation of any "Section 363" sales of any of the Debtors assets; and G) Performing all other legal services for the Committee which are appropriate, necessary, and proper. 4
    • C. Professional Compensation 10. Munsch Hardt has agreed to perform the above-referenced legal services at hourlyrates customarily charged by Munsch Hardt for legal services provided in a case of this natureand to seek payment for such services on behalf of the Committee from the Debtors bankruptcyestate, subject to approval by this Court. Munsch Hardts hourly rates range from $685 forshareholders with the highest billing rates, to $200 for paralegals with the lowest billing rates. 11. As set forth in the Declaration of Joseph J Wielebinski in support of thisApplication (the "Wielebinski Declaration"), which is attached hereto as Exhibit A, MunschHardts hourly rates for the attorneys and paraprofessionals who will most likely be working onthe Bankruptcy Case are: Russell L. Munsch, Shareholder $685.00 per hour Joseph J. Wielebinski, Shareholder $620.00 per hour Jay Ong, Shareholder $385.00 per hour Zachery Z. Annable, Associate $315.00 per hour Audrey Monlezun, Paralegal $200.00 per hour 12. The attorneys who will provide services to the Debtors are duly licensed topractice in the State of Texas. As necessary, certain other attorneys and/or paraprofessionalsmay provide services in connection with the engagement. Additionally, Munsch Hardts rates aresubject to periodic adjustment (normally at year end) to reflect economic, experience, and othersimilar factors. 13. Munsch Hardts billing rates are consistent with, if not lower than, rates chargedby other professionals in the District of Delaware with similar experience. These rates are set ata level designed to compensate Munsch Hardt for the work of its attorneys and paralegals and tocover fixed and routine overhead expenses. Munsch Hardt will also seek reimbursement of alldisbursements and all actual and necessary expenses incurred in the rendition of services to theCommittee, subject to Court approval. These disbursements will include, among other things, 5
    • costs for telephone and telecopier charges, photocopying, necessary travel, business meals,computerized research, messengers, couriers, postage, witness fees, and other fees related totrials and hearings. 14. Munsch Hardt will apply to the Court for compensation and reimbursement ofexpenses in accordance with the applicable provisions of the Bankruptcy Code and the LocalRules ofthis District and Court. 15. Munsch Hardt has no agreement with any other entity to share any compensationreceived, nor will any be made, except as permitted under section 504(b )(I) of the BankruptcyCode.D. Disinterestedness of Professionals 16. To the best of the Committees knowledge, information and belief, other than asset forth herein and in the Wielebinski Declaration, Munsch Hardt: (i) does not hold or representany interest adverse to the Committee in the matters for which it is proposed to be retained; (ii)does not have any connection with the Debtor, its creditors, or any other party-in-interest or theirrespective attorneys and accountants; (iii) does not have any connection with the United StatesTrustee or any person employed in the Office of the United States Trustee; and (iv) is a"disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. 17. Munsch Hardt has informed the Committee that it has had, or continues to have,relationships with certain potential creditors and parties-in-interest in the Bankruptcy Case.Specifically, Munsch Hardt is aware that there is a Behringer Harvard entity who is a potentialcreditor in the Bankruptcy Case. Munsch Hardt represents certain other Behringer Harvardentities as chapter II debtors in bankruptcy cases currently pending in the United StatesBankruptcy Court for the Eastern District of Texas. Those debtors cases are being jointlyadministered under case no. 12-41581, In re BHFS I, LLC, eta!. (the "Texas Bankruptcy Case"). 6
    • Except for the fact that they are owned by a common REIT-known as Behringer HarvardOpportunity REIT I Inc.-which Munsch Hardt does not represent, the Behringer Harvardentities Munsch Hardt represents in the Texas Bankruptcy Case are unrelated to the BehringerHarvard entity with an interest in this Bankruptcy Case. Munsch Hardt has advised BehringerHarvard of this connection, and Munsch Hardt has been informed that Behringer Harvard has noobjection to Munsch Hardts representation of the Committee. 18. In addition, and as set forth more fully in the Wielebinski Declaration, due to thediversity of Munsch Hardts practice areas, Munsch Hardt may have rendered or may now berendering legal services to certain other creditors ofthe Debtor or other interested parties, or mayhave been or may now be involved in projects as to which attorneys or accountants for certaincreditors or other interested parties were or are now involved, all unrelated to the BankruptcyCase. According to the Wielebinski Declaration, none of these matters are related to theBankruptcy Case and none ofthem constitute an interest materially adverse to the Committee. 19. As part of their practice, attorneys of Munsch Hardt regularly appear in cases,proceedings, and transactions involving many different attorneys, accountants, financialconsultants, and investment bankers, some of which now or may in the future represent creditorsand parties-in-interest in the Bankruptcy Case. Munsch Hardt does not represent any suchentities in the Bankruptcy Case, nor will it have any relationship with any such entities thatwould be adverse to the Committee in the Bankruptcy Case. IV. NOTICE 20. Notice of this Application will be served on: (i) the Debtors counsel; (ii) theOffice of the United States Trustee for the District of Delaware; (iii) each member of theCommittee; (iv) all parties filing a notice of appearance in the Bankruptcy Case; and (v) eachparty served electronically by the Courts ECF System. Because of the nature of the relief 7
    • requested, the Committee submits that such notice is sufficient and that no further notice of therelief requested in the Application need be given to any party. WHEREFORE, PREMISES CONSIDERED, the Official Committee of UnsecuredCreditors respectfully requests that the Court (i) approve the Application, (ii) enter an orderapproving the retention and employment of Munsch Hardt as counsel to the Committee, effectiveJuly 9, 2012, and (iii) grant the Committee such other and further relief as may be just andproper. [Remainder of Page Intentionally Left Blank] 8
    • DATED: July 11, 2012 THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CORDILLERA GOLF CLUB, LLC By: Is/ Dennis S. Meir (with permission) Dennis S. Meir Committee Chairperson 9
    • UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re: Chapter 11CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. Objection Deadline: 7/26/12@ 4:00p.m. Hearing Date: 7/27/12@ 1:00 p.m. NOTICE OF APPLICATIONTO: (i) Counsel for Cordillera Golf Club, LLC; (ii) the Office of the United States Trustee for the District of Delaware; (iii) each member of the Official Committee of Unsecured Creditors; (iv) all parties who have filed a notice of appearance in the above-captioned bankruptcy case; and (v) all other parties receiving electronic notice in the above-captioned bankruptcy case via the Courts ECF System. PLEASE TAKE NOTICE that, on July 11, 2012, the Official Committee of UnsecuredCreditors (the "Committee") appointed in the above-captioned chapter 11 bankruptcy case (the"Bankruptcy Case") of Cordillera Golf Club, LLC (the "Debtor") filed its Application of theOfficial Committee of Unsecured Creditors of Cordillera Golf Club, LLC for an OrderAuthorizing and Approving the Employment of Munsch Hardt Kopf & Harr, PC as Counsel,Nunc Pro Tunc, to July 9, 2012 (the "Application") with the United States Bankruptcy Courtfor the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801 (the"Bankruptcy Court"). PLEASE TAKE FURTHER NOTICE that responses, if any, to the Application mustbe in writing, in conformity with the Federal Ru1es of Bankruptcy Procedure and the Local Rulesof the Bankruptcy Court, filed with the Bankruptcy Court, and served upon, so as to be receivedby, the undersigned proposed counsel on or before July 26, 2012 at 4:00 p.m. (prevailingEastern Time). Only properly and timely filed responses will be considered. PLEASE TAKE FURTHER NOTICE that this Application is scheduled to be heard bythe Bankruptcy Court on July 27, 2012 at 1:00 p.m. (prevailing Eastern Time) before TheHonorable Christopher S. Sontchi, Judge, United States Bankruptcy Court for the District ofDelaware, 824 North Market Street, 5th Floor, Courtroom No.6, Wilmington, Delaware 19801. 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.
    • IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THEBANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THEAPPLICATION WITHOUT FURTHER NOTICE OR HEARING.DATED: July 11, 2012Dated: July 11, 2012 SAUL EWING LLP By:~ ~~ 222 Delaware Avenue, Suite 1200 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6840 Facsimile: (302) 421-5873 E-mail: mminuti@saul.com -and- MUNSCH HARDT KOPF & HARR, P.C. Russell L. Munsch Texas BarNo. 14671500 Joseph J. Wielebinski Texas BarNo. 21432400 Jay H. Ong Texas Bar No. 24028756 Zachery Z. Annable Texas Bar No. 24053075 3800 Lincoln Plaza 500 N. Akard Street Dallas, TX 75201-6659 Telephone: (214) 855-7500 Facsimile: (214) 978-4335 E-mail: rmunsch@munsch.com E-mail: jwielebinski@munsch.com E-mail: jong@munsch.com Proposed Counsel for the Official Committee of Unsecured Creditors 2
    • Exhibit ADeclaration of Joseph J. Wielebinski
    • IN THE UNITED STATES BANKRUPTCYtJOURT FOR TH1t1)ISTIUCf OF l))J)LAWAREIn.re: chapwtnCordillera Golf Club, L:LC dba !he Club atC()ttlillera, Cru>e~p.l2-11893,QSS D~btor. DE<i:LARATIONOF JOSE.PH J. WIELEBIN"SKI IN SUPPORT OF APPLICAJIONOF THEPf;FICUJi (::OMMlJ:TEE OF "(JNSECUll.ED CR:EWJ:ORS OF CORDILLERA GOLF CLUB,LLC FORAN ORDER AUTHORIZING ~D APPROYINGTllE EMI.LOYMEN1 OF MONiilCH :lliUIDT KOPF & HA.RR, PC AS COUNSEL, NUNC PR.O TUNC, TO JUL9, 2012 I,Joseph !. Yielebinski; pursuant to section 174(; ohitle 28 ofthe Unit~dSu;ttes Code,h(lreby declar.e the fqllqMfing and. certify that it is tnre an4 <;<>t:t:ect tp the best pf iny knowledgeand belief: <t. My name 1s Joseph J~ Widebinsld! 1 am over the a~e of 18 years, and I amcompetent and Qthetwise qualified to.• make this Deelaration. !have personal knowledge of thematters ,Stated herein and they !lfe all tnre and correct to the best ofrrty kp.pwledge, 2. I run. el{ecuting this Declati!tion in. support of tile Application of the OfficialCommiftee>of Unsecured crediiws of cordillera (JQ.lf club, LJ;,c for an.Order Aut!Wrizing ancfApproving the Employment of Munsch Hardt Kop.f & Harr, PC as Counsel, Nunc Pro Tunc, toJuly 9, .2012 (the "Awlication"), filed by the Official Committee of Unsecured Creditors. (theCommittee) appointed in the above-captioned chapter 11 bankruptcy case (the Bankruptcy _, . .Case") Qf Cordillera Golf Club, LLC (the "Debtor); Through the Application, the Conln!ittee isseeking an o~qer of th~ Court authorizing .and. approVipg the Cowmittees ;retention of Munsch Pagel
    • Hardt Kopf&Harr, PC ("M.lnsch Hardt}as counsel for the.Committeein the Bank:ruptcy Case as ofJuly 9, 2012. 3. I am a shareholder ofM.lnsch Hardt, I;. along v.>ith Russell L Munsch, 4]]he the principalM.lnsch Hardt llt.tomeys liJ.cJiarge ofthetepresenfulion of the ()~llliTiittee. 4. My office addfess is 38QO Lincoln PI!~@., 50.0. Ill. Akard. Street, Dallas, Texas75201, Tel~hone: (214)855-7561, Facsimile: (214)11!!-4375. 5. I am admitted to. practice before, inter alia, the Supreme Court of Texas and all federal district courts in Texas, as well as the Fifth Circuit Courts of Appeals. The other attorneys of<Munsch Hardt wll() ate most likely to Jippeilr in the BankriJ.ptcy case ·l!le alsoac.linitted 10·.Plactice inthi.l State ofTexas 31J.<i various fe<ieta:I cou):ts. QUJLIFICATIONSOFMUNSCH.IIARDT 6. M.lnsch Hardt maintains offices in Dallas, Austin, and Houston, Texas. MunschHardt is currently Comprised of more than one hundred (1 00) lawyers, and its client baseincludes ll1any public and private .corporations, partnerships; govelIl!hental entities, banks,insur31J.ce co!II.panies, non-profit organiijl.tions, estates, trusts, and individuals. MunschHardtisa full-sen/ice, business Ia,¥ firm v.>ith expertise in all areas of colU1!1erci~;tl .and business law,inclu(jing bank:ruptcy, reo.rg<tni~tion and creditor:;, rights, corporate,. securities, tax, reaLestate,intellectual prop.erty, and litigation; M.lnsch Hatdfhas extensive. experience in and knowledgeof business reorgan:izations under chapter 11 ofthe Bankruptcy Code. Munsch Hardt also hassignificant experience in hospitality and real esta.te matters. 7. Munsch Hardts Reorganization/Corporate Finance Section has particularexperience in signifi.c<tnt debt restrilcturings and large bankruptcy cases, both r<:ogionally and.n,ationally. Spedfical]y, Munsch Hardt ha.s:. {i) r~r~sented offigial committees in all facets of
    • bankruptcy; (ii) r@presented variou$ entities in connection with asset sales in the bankruptcycontext; (iii) represented debtors, creditors, trustees, and examiners.in bankruptcy cases; and,(iv)represented lenders, lender groups, and secured creditors in vaiious.restructuring and bankruptcymatters. Thise:Kp.erience, coupledwith the finns e:Kpertise in hospitality and real estate lllatters,proyid(is J,1utrsch Hardt With the expertise to address. the nl!inerous legfil issues that will. tll;ise inthe context ofrep:te!;¢nting the Collllllittee. 8. The Committee has reqJlested that M)lnSch Hardt render services in relation tothose matters set foith in the Application. Su~ect to the Courts approval of the Application,Munsch Hardt is willfn& to serve as the Comniittees counsel and to perform such services. SERVICES TO BE RENDERED 9. As oUIly 9, 2012, the Coiiiiiliftee requestedihat Munsch I:Iardt rendet s)lch legals.ervices as the Collllllitteemay consider .desirable to.rlls~;harge the Committee1s.responsibilitiesand further the interests of the Committees•constituents1n this Bankruptcy Case, In addition toacting as primlll) spokesperson .for the Committee, itds expected that Munsch .Hardts serviceswill include, without limitation, assisting, advising, and representing the Committee as follows: (a) A§sisting, 1dVising, and representing the Committee wit!~ respect to the .administration of the Bankruptcy Case and the exercise of oversight with respect to the Pebfors affairs, including ?~l issues in connection With the Debtor; the. Committe~:,and/or this Bankruptcy Case; Providing all necessary legal advice witlnespect to the Committe!lS powers and duties; (c) Preparing <>n behalf of the Committee necessary applications, motions, me:morwda, orders, reports, and other !~:gal papers; (d) Conducting· lillY investigati{JJ1, as the .Co!:ll:littee deef4s appropriate; concerning, ,among otherthlngs,the assets, liabilities; financial condition, and operating issues qfthe Debtor; ·· · Page3
    • (e) Co!111Jl,encing and prosecuting an¥ and all necessary and appropriate actions an<,lf()r proceeclliJ.gs. on behi!lf of the (!()!111Jl,ittee that may be relevant to the Bankruptcy Case; (f) Co!111J1,WJicating with the Co!111Jl,ittees constituents and others. as the Co=ittee may consider necessary 1:r desiiableiri furtheranCe: ofits responsibilities; (g) ABpearing in court and at statutory meetings of creditors to represent the interests of the Committee; · (i) Assisting, advising, and representing the Conwilttee with respect to the . negotiation, formulation, .drafting, and confirmation of a plan of reorganization and matters related thereto, including the negotiation of any "Section 363" sal.es of any ofthe Debtoris assets; and {j) Performing i!ll other legal services. for the Co=ittee which are appropriate; ne(le§sary, and proper. · · · PROFESSIONAL COMPENSATION 10. Mu~ch Hardth11S agre.eq to perform the a]?oye:-refere)lped !ega[ services <It hourlyrates customarily charged .!Jy Munsch Hardt for legal services provided in a case ofthis natureand. to seek paymentfor such servh;es on behalf ofthe CotnJllittee from the Debtors bankruptcyestate, sqbject to .approval by tbe Court. Munsch .Hardts hourly rates ranae ·from $6.85 forshareholders with the higbestbillirtg:rates, to $200 for paralegals with the lowest billing rates. ll. Munsch Hardts hourly rates for the attorneys and paraprofessionals who willmost likely be working on theBill)kruptcy Cas.e.are: . - . .. -··· . .. Russell L. Munsch, Shareholder $68~.0Q.per hour Joseph J. Wlelebinski,,Shareholder $620~00 per hour Jay Ong,.Sharehplder $385.00 per hour ZachetyZ. Allllable, Associate $3f5.00per hour A;qgrey Monlezun, Paralegal $200.00per hour. 12. As ne:l!essary, certain ·()ther attorneys and(or paraprofessionals may provide.services in counection with the engagement. Ac!ditionally, Munsch Hardts rates are subject topenoclic adjustment (norm(l!ly at~ear-end} to reflect economic, experience, and other similarfactors. fa,ge 4
    • 13. Munsch Hardts billing rates are eonsistentwith, if not lower than, rates charged py other professionals in the District of Delaware with, similar experience. These rates are set ata level designed to ..compensate Munsch Hardt forthe work of its attorneys and paralegals l!IId tocover· fixed and routine overhead expenses. MliliSch Haid,t will also seek reimbursementpf alldisbursements and !Ill actual and necessi:!i"Y expenseS incurrei:l in the rendition ofs.ervices. to theCommittee, subject to Colrt approval. These disburseJUents will include, among other things,costs for telephone and telecopier charges, photocopying, necessary travel, business meals,computerized research, messengers, couriers, postage, witness fees, and ot:her fees related totrials and hearings. 14. Munsch Hardt will apply to t:he Court for COJUpensation and reimbursement ofexpenses in accordanc.e wit); .the applicable. provisions of the Bankruptcy Code and the LocalRules pf this District !llld Colrt. tS. Munsch Hardt has no agreement with any other entity to share any compensationreceived, nor will !lily be made, except as pennitted under section 504(b)(l) oftitle II of theUnited. States Code (the "Bankruptcy Code"). DISINTERESTEDNESS OF PROFESSIONALS 16. To the best of my lq!owledge, infon11ation l!lld belief, other than as set forthherein, Munsch Hardt: (i}.does not hold or represent any interest adverse to the Col1l11iittee inthe. matters for whichit is proposed to be retained; (ii) does not have any connection with theDebtor, its creditorS, or any other party-in-interest or their respective attorneys and accountants;(iii} does not have any connection with the United States Trustee or any person employed in .theOffice of the United States Trustee; and (iv) is a "disinteres.tedperson," as. that term is defined insection 101 (14) of the Bankrup~cy Cod!J. Pl!geS
    • 17. Munsch Hardt has. had, or continues to have, relationships with certain potentia:!.creditors and parties-in-interest in the Bankn!ptcy Case. Specifically,Munsch Hardt is awarethat there is a Behringer Harvard entity who is a. potential cre4iW in the Bankn!ptcy Case,Mllllsch Hardt represents certain .other Bdujnger Harvard entities as. chapter 11 debtors inbankn!ptcy cases currently pending in the United States BankrUptcy Court. for. the EasternDisftict of Texas. Those debtors; cases areheingjointlyadministered under case. no. 12-41581,In re BHFS I, LLC, etal. (the "Texas Bankruptcy Case). Except for the fact .that they are ownedby a .common REIT-known as Behringer Harvard 0pportunity REIT I Inc.__,.cWhic:h Munsq}lHardtdoes not represent, the Behringer Harvard entities Munsch H~dt represents in the TexasBankruptcy Case are unrelated to. the Behringer H:arvard entity with an interest in thisBankruptcy Case. Munsch Hardt has advised Behringer Harvard of this connection; and MunschHardt has been informed that Behringer Harvard has, no objection to Munsch Hardtsrepresentation ofthe Committee. 18. Ill prepariiJ,g (his neclaratiou} I have utilized M!lllSch J;Iardts p~o<;edures wensuring compliance with the Banknlp(cy Code and the Federal..R!Jes ofBankrupfcy .Brocedurer(lgarding .the retention of professionals. I .have reviewed the docket in the Debtor?s. case toidentify parties thafmay have an interest in the Debtors case and compiled a schedule of thoseparties .identified. This schedule is reproduced and attached hereto as Exhibit 1, To determinedisinterestedness, Munsch. Hardt cdnqucted a computer se.arch of i(s records, which includesinforination as to both active and inactive client matters, .to determine the existence of anypotential conflict with the. parties identified on Exhibit 1. In addition, each attorney emplpyed.by Munsqh Hardt was· given written notice of Munsch Hardts. potential engagement by theCqmmittee ;md ;ill known parties having a mate.rial interest adverse to the Committee, and . each lage 6
    • such attorney was i!Sl<ed if he or she. was aware of any conflicts. The s.earch and notificationprocedures outlined above demonstrated that Munsch Hardt is not.a.nd has not been engaged ascolillselon any matter that] believe woulddisql)alify Munsch Hardt from acting l¥l COl)USel forthe.Con1nlittee, and it is Illy belief that Mt!llsch Hardt does. riot. have an inter~st adverse to theinterests of the CoJlliliittee. 19. Similarly, I have reviewed, or caused to be reviewed, the records of MunschHardt to. deterllline whether M=ch Hardt has any connections with any of the known parties.in·interest in the llankruptcy Case, or, any of their known attorneys and accountants. Except as setol)t herein, Tdo notbelieve thatM@Sch Hardt has !Ill) such colillecti(lns. 2:0. Due to the cllversity of MIUS(:h Hardts practice areas, Mt!Ilsch Hardt may haYerendered or:Jlla.Y now be rendering legal services to. certain other creditors ofthe: Pebtor or otherinterested parties, or may have been or may now be involved in projects as to which. attorneys oraccountants for certain creditors or other interested parties were .or are now involved, allunrelated to the .Bankruptcy. Case~ Based up.on the results of the conflict procedures. taken by . .M.unsch Hardt, as described ibove, none. ()f these mattersate related to the Bankruptcy Case and ..·. ~-- " . . .- -- " --nop.e. of them, 1() the best .of rny knowledge, constitg(c;:,.an intere:st materially adverse to theCommittee. 21. As part of their practice, attorneys of Munsch Hardt regularly appear in cases,proceedings, and transactions involving many different attorneys, accountants, financialconsultants, and inveStment bankers, .some of which now or may in the future represent creditorsand parties-hi-interest in tlie Bankruptcy Case, Ml)USch Hardt do.es not represent any suchentities in the Bankruptcy Case; nor will it have any relationship witli any s.uch enti.ties thatwould be adverse to the Committee in the Bankruptcy Case. Page7
    • 22. Based on . thefo.regoing, I believeMunsch Hardt to be."disinterested" for purposesof section 101 (14) ofthe Bankrilptcy Code. To the.extent that Munsch .Hardt discovers any factsbearing uppn the matters descpbed herein or its representation of tile Committee during theperiod of its .. einployment by the. Committee in conneetion with the B<inkruptcy Case, Mllll?chHardt will promptly supplement the information contained in this Declwation to disclose sqchinformation. I declare, under penalty of perjury; thattheforegoing is true and correct.Ex~c~ted .this ~Y Pf!II!y, 2012, Page8
    • EXHIBIT I ENTITIESSUBJECT TO MUNSCH HARDTS CONFLICT SEARCHCordillera GolfCiub, LLC d/b/a The Club at CordilleraCordillera:O:olfHoldings, LLCAcushrietCompanyAlpine BankAH!pa,l).oe Pumping SystemsBehringerHanrardCallaway Golf, Inc.CGHManager, LLCCenturylink, Inc.Ceres.])(l~ign& Arborscape LLC dba Land.Designs by El!iSoriCharfes llhd.Megan JacksonGheryI FoleyColorado Motor Pattl>Collett Enterprises, Inc,Cox, Castle&::Wi¢holson, LLPCVC Property 0wners AssociationD.avid A. WilhelmDennis S, MeirPickinson,.I!lliihomme, Adams& Ingram,.L.LPEitgle ComitY TreasurerGreenberg TraurigJohri OBri¢:ti.Ken UlickeyKevin B. AllenJohri S. Lern:akHoly Cross Electric Association Inc.LL Johnson Distribution Co.River Centre Development, LLCTaylor Made, Adidas Golf Co.Taylor Made, Inc.Thomas.and Jane MilnerThe Rush Family Trust UTD Ml!Y 8, 198~Thomas·GenshaftUS Departmentof (he Interior Burea11 of Reclamation. Great Plai~Winfield Solutions; .LLC MHDocs:895414_213152.1
    • UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re: Chapter 11CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. Re: Docket No. ORDER AUTHORIZING AND APPROVING THE EMPLOYMENT OF MUNSCH HARDT KOPF & HARR, PC AS COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CORDILLERA GOLF CLUB, LLC. EFFECTIVE NUNC PRO TUNC. TO JULY 9, 2012 Having considered the Application of the Official Committee of Unsecured Creditors ofCordillera Golf Club, LLC for an Order Authorizing and Approving the Employment of MunschHardt Kopf & Harr, PC as Counsel, Nunc Pro Tunc, to July 9, 2012 (the "Application"i filedby the Official Committee of Unsecured Creditors (the "Committee") appointed in the above-captioned chapter 11 bankruptcy case (the "Bankruptcy Case") of Cordillera Golf Club, LLC(the "Debtor") and the Declaration of Joseph J Wielebinski (the "Wielebinski Declaration")filed contemporaneously with and in support of the Application, the Court finds that (i) it hasjurisdiction over the matters raised in the Application pursuant to 28 U.S.C. §§ 157 and 1334;(ii) the Application presents a core proceeding pursuant to 28 U.S.C. § 157(b)(2); (iii) proper andadequate notice of the Application and an opportunity for a hearing on the Application has beengiven and no other or further notice is necessary; (iv) all objections to the Application have beenresolved by this Order or are overruled in their entirety; (v) based on the representations made inthe Application and the Wielebinski Declaration (a) Munsch Hardt Kopf & Harr, PC ("Munsch The Debtor in this chapter II case, and the last four digits of its employer tax identification number, is: XX-XXXl3l7. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards,2 co 81632. Capitalized terms not otherwise defined herein have the same meanings ascribed to them in the. Application.
    • Hardt") does not represent any interest adverse to the Connnittee and/or the Debtors estate withrespect to the matters upon which it is to be engaged, (b) Munsch Hardt is a "disinterestedperson," as that term is defined in section 101(14) of the Bankruptcy Code, and (c) MunschHardts employment is necessary and in the best interests of the Connnittee and the Debtorsestate; and (vi) good and sufficient cause exists for granting the relief requested in theApplication. It is therefore ORDERED that the Application is APPROVED in all respects; it is further ORDERED that, in accordance with Bankruptcy Code sections 1103(a), 328(a), andBankruptcy Ru1e 2014(a), the Connnittee is authorized and empowered to employ and retainMunsch Hardt as its counsel in the Bankruptcy Case nunc pro tunc and effective as of July 9,20 12; it is further ORDERED that payment of Munsch Hardts fees and expenses shall be made, subject tothis Courts review and approval, pursuant to the terms described in the Application and theWielebinski Declaration in accordance with the applicable provisions of the Bankruptcy Code,the Bankruptcy Rules, the United States Trustees applicable guidelines, and the local rules andorders of this Court; it is further ORDERED that the Committee is authorized to take all actions necessary to effectuatethe relief granted pursuant to this Order in accordance with the Application; and it is further ORDERED that the Court shall retain jurisdiction to hear and determine all mattersarising from the implementation of this Order.Dated: _ _ _ _ _ __, 2012 THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE 2
    • UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re: Chapter 11CORDILLERA GOLF CLUB, LLC, Case No. 12-11893 (CSS) Debtor. CERTIFICATE OF SERVICE I, Mark Minuti, hereby certify that on July 11, 2012, I caused a copy of the foregoingApplication of the Official Committee of Unsecured Creditors of Cordillera Golf Club,LLC for an Order Authorizing and Approving the Employment of Munsch Hardt Kopf &Harr, PC as Counsel, Nunc Pro Tunc, to July 9, 2012 to be served on the parties on theattached service list in the manner indicated therein. SAUL EWING LLP By:~ M~" 222 Delaware Avenue, Suite 1200 P. 0. Box 1266 Wilmington, DE 19801-1266 (302) 421-6840
    • CORDILLERA GOLF CLUB, LLC Service ListVia Hand Delivery: Matthew P. Ward, EsquireMichael R. Nestor, Esquire Ericka F. Johnson, EsquireJoseph M. Barry, Esquire Womble Carlyle Sandridge & Rice, LLPDonald J. Bowman, Esquire 222 Delaware Avenue, Suite 1501Young Conaway Stargatt & Taylor LLP Wilmington, DE 19801Rodney Square1000 North King Street Richard W. Riley, EsquireWilmington, DE 19801 Duane Morris LLP 222 Delaware Avenue, Suite 1600Mark Kenney, Esquire Wilmington, DE 19801-1659Office of the United States TrusteeJ. Caleb Boggs Federal Building Ellen W. Slights, Esquire844 King Street, Suite 2207 United States Attorneys OfficeWilmington, DE 19801 District of Delaware 1007 N. Orange Street, Suite 700Mark D. Collins, Esquire P.O. Box 2046Zachary I. Shapiro, Esquire Wilmington, DE 19899-2046Richards, Layton & Finger, P.A.One Rodney Square920 N. King Street Via Overnight Delivery:Wilmington, DE 19801 Erika L. Morabito, Esquire Brittney J. Nelson, EsquireTobey M. Daluz, Esquire Foley Lardner LLPJoshua E. Zugarman, Esquire 3000 K Street, N.W., Suite 600Ballard Spahr LLP Washington, DC 20007919 N. Market Street, 11th FloorWilmington, DE 19801 Christopher Celentino, Esquire Mikel Bistrow, EsquireDarnien Tancredi, Esquire Dawn Messick, EsquireCozen OConnor, PC Foley Lardner LLP1201 N. Market Street, Suite 1400 402 W. Broadway, Suite 2100Wilmington, DE 19801 San Diego, CA 92101William P. Bowden, Esquire Carl A. Eklund, EsquireRicardo Palacio, Esquire Ballard Spahr, LLPAshby & Geddes, P .A. 1225 17th Street, Suite 2300500 Delaware avenue, 8th Floor Denver, CO 80202P.O. Box 1150Wilmington, DE 19899
    • Peter A. Cal, EsquireVincent J. Marriott, III, Esquire Mark L. Fulford, EsquireSara Schindler-Williams, Esquire Sherman & Howard L.L.C.Ballard Spahr, LLP 633 17th Street, Suite 30001735 Market Street, 51st Floor Denver, CO 80202Philadelphia, PA 19103 Michael S. Kogan, EsquireJames J. Holman, Esquire Kogan Law Firm, APCDuane Morris LLP 1901 Avenue of the Stars, Suite 105030 South 17th Street Los Angeles, CA 90067Philadelphia, PA 19103 Dan WhiteArthur J. Abramowitz, Esquire Cordillera Golf Club, LLCCozen OConnor, PC 97 Main Street, Suite E202Libertyview, Suite 300 Edwards, CO 81632457 Haddonfield RoadCherry Hill, NJ 08002 Securities & Exchange Commission Central Regional OfficeBrad W. Breslau, Esquire Attn: Office of General CounselCozen OConnor, PC (Bankruptcy)707 17th Street, Suite 3100 1801 California Street, Suite 1500Denver, CO 80202 Denver, CO 80202Melissa Maxman, Esquire Colorado Department of RevenueRonald Wick, Esquire Attn: Bankruptcy UnitCozen OConnor, PC 1375 Sherman Street, Room 13751627 I Street, NW, Suite llOO Denver, CO 80261Washington, DC 20006 Secretary of StateHarland W. Robins, Esquire Division of CorporationsDickinson Wright PLLC Franchise Tax15 N. 4th Street John G. Townsend BuildingColumbus, OH 43215 401 Federal Street- Suite 4 P.O. Box 898Kristi A. Katsma, Esquire Dover, DE 19903Dickinson Wright PLLC500 Woodward Avenue, Suite 4000 Secretary of TreasuryDetroit, MI 48226 820 Silver Lake Boulevard, Suite 100 P.O. Box 7040Garry R. Appel, Esquire Dover, DE 19903Appel & Lucas, P.C.1660 17th Street, Suite 200Denver, CO 80202 2
    • George S. Canellos, Regional DirectorSecurities & Exchange ConnnissionNew York Office3 World Financial Center, Suite 400New York, NY 10281-1022Internal Revenue ServiceDepartment of TreasuryOgden, UT 84201-0030Internal Revenue ServiceCentralized Insolvency Section2970 Market StreetPhiladelphia, PA 19104Internal Revenue ServiceCentralized Insolvency SectionP.O. Box 7346Philadelphia, PA 19101-7346 3