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  1. 1. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREInre: Chapter 11Cordillera 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) Debtor. Objection Deadline: July 20, 2012 at 4:00 p.m. (ET) APPLICATION OF THE DEBTOR FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF YOUNG CONAWAY STARGATT & TAYLOR, LLP AS DELAWARE BANKRUPTCY AND CONFLICTS COUNSEL FOR THE DEBTOR, NUNC PRO TUNC TO THE PETITION DATE The above captioned debtor and debtor-in-possession (the "Debtor") submits thisapplication (the "Application") for the entry of an order, substantially in the form attached heretoas Exhibit C, authorizing the Debtor to employ and retain the law firm of Young ConawayStargatt & Taylor, LLP ("Young Conaway" or the "Firm") as its Delaware bankruptcy andconflicts counsel, nunc pro tunc to the Petition Date (as defined below). In support of thisApplication, the Debtor submits the Declaration of Joseph M. Barry (the "Barry Declaration"),attached hereto as Exhibit A. In further support of the Application, the Debtor respectfullyrepresents as follows: JURISDICTION 1. The Court has jurisdiction over this matter pursuant to 28 U.S. C. §§ 157and 1334 and the Amended Standing Order ofReference from the United States District Courtfor the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuantto 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with Article III of the1 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 81632.01:12260119.5
  2. 2. United States Constitution. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and1409. The statutory and legal predicates for the relief requested herein are section 327(a) of title11 of the United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), Rule 2014 oftheFederal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 2014-1 of the LocalRules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for theDistrict of Delaware (the "Local Rules"). BACKGROUND 2. On June 26, 2012 (the "Petition Date"), the Debtor filed a voluntarypetition for relief under chapter 11 of the Bankruptcy Code. The Debtor has continued inpossession of its properties and has continued to operate and maintain its business as a debtor inpossession pursuant to sections 11 07(a) and 1108 of the Bankruptcy Code. 3. On July 6, 2012, the Office of the United States Trustee for the District ofDelaware (the "U.S. Trustee") appointed an official committee of unsecured creditors (the"Committee") [Docket No. 86]. No request has been made for the appointment of a trustee orexaminer in this case. 4. A description of the Debtors business, the reasons for commencing thischapter 11 case, and the relief sought from the Court to allow for a smooth transition into chapter11 are set forth in the Declaration of DanielL. Fitchett, Jr. in support of Chapter II Petitionsand First Day Relief[Docket No. 2] (the "First Day Declaration"), filed on the Petition Date andincorporated by reference herein. 201:12260119.5
  3. 3. RELIEF REQUESTED 5. By this Application, the Debtor seeks authority to employ and retainYoung Conaway as its Delaware bankruptcy and conflicts counsel with regard to the filing andprosecution of its chapter 11 case, effective nunc pro tunc to the Petition Date. BASIS FOR THE RELIEF REQUESTEDA. Young Conaways Qualifications 6. The Debtor seeks to retain Young Conaway as its attorneys because oftheFirms extensive knowledge, expertise, and experience in the field of debtors and creditorsrights and business reorganizations under chapter 11 of the Bankruptcy Code. YoungConaways knowledge, expertise, and experience practicing before the Court will enable theFirm to work in an efficient and cost-effective manner on behalf of the Debtors estate.Additionally, in preparing for this chapter 11 case, Young Conaway has become familiar withthe Debtors business and affairs and many of the potential legal issues that might arise in thecontext of this case. Therefore, the Debtor believes that Young Conaway is uniquely qualified torepresent it as its Delaware bankruptcy and conflicts counsel in this chapter 11 case. 7. The Debtor also intends to file applications to retain Foley & Lardner LLP("Foley"), as bankruptcy counsel, GA Keen Realty Advisors, LLC, as real estate advisor andinvestment banker; and PricewaterhouseCoopers, LLP, as financial advisor, and has already filedan application to retain Alfred H. Siegel as Chief Restructuring Officer and Crowe Horwath,LLC to provide restructuring management and advisory services. The Debtor may need to retainother professionals during this chapter 11 case. Each of the Debtors professionals work underthe direction of the Debtors management and the Debtors management is committed tominimizing duplication of services in order to reduce professional costs. To that end, Young 301:12260119.5
  4. 4. Conaway will work closely with Foley and each of the other professionals retained by the Debtorin connection with this chapter 11 case to ensure that there is no unnecessary duplication ofeffort or cost. In addition, to the extent that it becomes necessary in the course of this chapter 11case, Young Conaway will serve as conflicts counsel to handle any matter or issue that theDebtor may encounter which cannot or should not be handled by Foley-in the exercise of themost conservative analysis- because of an actual or potential conflict of interest or,alternatively, which can be more efficiently handled by Young Conaway.B. Payment of Fees and Expenses 8. Young Conaway will seek Court approval of its compensation andreimbursement of its actual, necessary expenses and other charges incurred by the Firm inconnection with this chapter 11 case upon the filing of appropriate applications for interim andfinal compensation and reimbursement pursuant to sections 330 and 331 of the BankruptcyCode, the Bankruptcy Rules, and the Local Rules. The principal attorneys and paralegalpresently designated to represent the Debtor and their current standard hourly rates are: • Michael R. Nestor, Partner $650.00 • Joseph M. Barry, Partner $535.00 • Donald J. Bowman, Jr., Associate $400.00 • Justin P. Duda, Associate $305.00 • Travis T. Buchanan, Associate $270.00 • Melissa Romano, Paralegal $180.00The 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 forwork of this nature. These rates are set at a level designed to fairly compensate the Firm for thework of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is the 401:12260119.5
  5. 5. Firms policy to charge its clients in all areas of practice for all other expenses incurred inconnection with a clients case. The expenses charged to clients include, among other things,mail and express mail charges, special or hand delivery charges, document processing,photocopying charges, charges for mailing supplies (including, without limitation, envelopes andlabels) provided by the Firm to outside copying services for use in mass mailings, travelexpenses, expenses for "working meals," computerized research, transcription costs, as well asnon-ordinary overhead expenses approved by the client such as secretarial and other overtime.The Firm will charge the Debtor for these expenses in a manner and at rates consistent withcharges made generally to the Firms other clients. The Firm believes that it is fairer to chargethese expenses to the clients incurring them than to increase the hourly rates and spread theexpenses among all clients. 10. Young Conaway was retained by the Debtor pursuant to an engagementagreement dated June 18, 2012 (the "Engagement Agreement"). Pursuant to the EngagementAgreement, on June 22, 2012, Young Conaway received a retainer in the amount of $75,000.00(the "Retainer") in connection with the planning and preparation of a chapter 11 filing and thepost-petition representation of the Debtor. Of the Retainer, $73,226.08 was applied tooutstanding balances as of the Petition Date and the remainder $1,773.92 will constitute anevergreen retainer as security for post-petition services and expenses. 2 11. In this case, the general security retainer is appropriate for several reasons.See In re Insilco Technologies, Inc., 291 B.R. 628, 634 (Bankr. D. Del. 2003) (Carey, J.)("Factors to be considered, include ... whether terms of an engagement agreement reflectnormal business terms in the marketplace; ... the relationship between the Debtor and the2 Young Conaways statement pursuant to Bankruptcy Rule 2016 is attached hereto as Exhibit B. 501:12260119.5
  6. 6. professionals, i.e., whether the parties involved are sophisticated business entities with equalbargaining power who engaged in an arms-length negotiation[] [and] ... whether the retention,as proposed, is in the best interests of the estate[] .. .");see also Statements of Bankruptcy JudgePeter J. Walsh, In re CTC Communications Group, Inc., Case No. 02-12873 (PJW) (Bankr. D.Del. May 22, 2003), transcript of hearing held May 22, 2003, at 43 ("I agree and adoptwholeheartedly Judge Careys decision in the Insilco case."). First, these types of retaineragreements reflect normal business terms in the marketplace. See In re Insilco Technologies,Inc., 291 B.R. at 634 ("[I]t is not disputed that the taking of [security] retainers is a practice nowcommon in the market place."). Second, both Young Conaway and the Debtor are sophisticatedbusiness entities that have negotiated the Retainer at arms length. Finally, the retention ofYoung Conaway is in the best interests of the Debtors estate because the retention agreementand Retainer allow the Debtor to maintain the prepetition relationship established with YoungConaway. Thus, under the standards articulated in In re Insilco Technologies, Inc., and adoptedIn re CTC Communications Group, Inc., the facts and circumstances of this case support theapproval of the security retainer. 12. As set forth in the Barry Declaration, Young Conaway has not shared oragreed to share any of its compensation from the Debtor with any other person or entity, otherthan as permitted by section 504 of the Bankruptcy Code.C. Services to Be Provided 13. The professional services that Young Conaway will render to the Debtorinclude, but shall not be limited to, the following: • providing legal advice with respect to the Debtors powers and duties as debtor-in-possession in the continued operation of its business and the management of its assets, including potential sale(s) of certain assets; 601:12260119.5
  7. 7. • pursuit of confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statement; • preparing on behalf of the Debtor necessary applications, motions, answers, orders, reports, and other legal papers; • appearing in Court and otherwise protecting the interests of the Debtor before the Court; • handling matters or issues that the Debtor may encounter which cannot or should not be handled by Foley because of an actual or potential conflict of interest or, alternatively, which can be more efficiently handled by Young Conaway; and • performing all other legal services for the Debtor that may be necessary and proper in this chapter 11 case.D. Bankruptcy Rule 2014 Disclosure 14. To the best of the Debtors knowledge, information, and belief, and exceptas disclosed herein and in the Barry Declaration, Young Conaway has not represented theDebtor, its creditors, any other parties in interest, or their respective attorneys, in any matterrelating to the Debtor or its estate. Young Conaway is a "disinterested person" as that term isdefined in section 101(14) ofthe Bankruptcy Code in that the Firm, its partners, counsel, andassociates: 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 any of the Debtor, or for any other reason. 15. For the above reasons, the Debtor submits that Young Conawaysretention and employment in this chapter 11 case is necessary, prudent, and in the best interestsof the Debtor and its estate. 701:12260119.5
  8. 8. NOTICE 16. Notice of this Motion has been provided to: (i) the Office of the UnitedStates Trustee; (ii) the Office of the United States Attorney for the District of Delaware; (iii)counsel to the Official Committee ofUnsecured Creditors; (iv) counsel to prepetition securedlenders; (v) counsel to proposed post-petition secured lender; and (vi) all parties requestingnotice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested herein, theDebtor submits that no other or further notice is necessary. NO PRIOR REQUEST 17. No prior application for the relief requested herein has been made to thisor any other court. WHEREFORE, the Debtor respectfully requests the entry of an order,substantially in the form attached hereto as Exhibit C, (a) approving the employment andretention of Young Conaway as Delaware bankruptcy and conflicts counsel for the Debtor nuncpro tunc to the Petition Date and (b) granting such other and further relief as the Court deemsappropriate.Dated: Wilmington, Delaware CORDILLERA GOLF CLUB, LLC July 10, 2012 Is/ DanielL. Fitchett Jr. Daniel L. Fitchett, Jr. ChiefExecutive Officer On Behalf of the Debtor and Debtor in Possession 801:12260119.5
  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) Debtor. Objection Deadline: July 20, 2012 at 4:00 p.m. (ET) NOTICE OF APPLICATIONTO: (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 inpossession (the "Debtor") filed the attached Application of the Debtor for an Order Authorizingthe Retention and Employment of Young Conaway Stargatt & Taylor, LLP as DelawareBankruptcy and Conflicts Counsel for the Debtor, Nunc Pro Tunc to the Petition Date (the"Application"). PLEASE TAKE FURTHER NOTICE that responses, if any, to the Applicationmust 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 4:00P.M. (ET) (the "Objection Deadline"). At the same time, you must serve a copy of yourresponse upon the undersigned counsel. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THEAPPLICATION WILL BE HELD ON JULY 27, 2012, AT 1:00 P.M. (ET) BEFORE THEHONORABLE CHRISTOPHER S. SONTCHI, IN THE UNITED STATES BANKRUPTCYCOURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR,COURTROOMNO. 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 81632.01:12260119.5
  10. 10. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPONDTO THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAYGRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR AHEARING.Dated: Wilmington, Delaware FOLEY & LARDNER LLP July 10, 2012 Christopher Celentino Erika Moribita Mikel Bistrow 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 Is/ 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 Possession 201:12260119.5
  11. 11. EXHIBIT A Barry Declaration01:12260119.5
  12. 12. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re: Chapter 11Cordillera Golf Club, LLC, 1 Case No. 12-11893 (CSS) dba The Club at Cordillera, Debtor. DECLARATION OF JOSEPH M. BARRY IN SUPPORT OF APPLICATION OF THE DEBTOR FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF YOUNG CONAWAY STARGATT & TAYLOR, LLP AS DELAWARE BANKRUPTCY AND CONFLICTS COUNSEL FOR THE DEBTOR, NUNC PRO TUNC TO THE PETITION DATE I, JOSEPH M. BARRY, hereby declare that: 1. I am a partner in the law firm of Young Conaway Stargatt & Taylor, LLP("Young Conaway" or the "Firm"), Rodney Square, 1000 North King Street, Wilmington, DE19801, and have been duly admitted to practice in the States ofDelaware and New York, as wellas the United States District Court for the District of Delaware, the United States Court ofAppeals for the Third Circuit, and the United States Supreme Court. This declaration (the"Declaration") is submitted in support of the Application of the Debtor for an Order Authorizingthe Retention and Employment of Young Conaway Stargatt & Taylor, LLP as DelawareBankruptcy and Conflicts Counsel for the Debtor, Nunc Pro Tunc to the Petition Date (the"Application"). 2 2. Based on the conflicts and connections search conducted and describedherein, to the best of my knowledge, neither I, the Firm, nor any partner, counsel, or associate1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: X:X-XX:X1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.2 Capitalized terms used but not otherwise defmed herein shall have the meanings ascribed to such terms in theApplication.01:12260119.5
  13. 13. thereof, insofar as I have been able to ascertain, has any connection with the Debtor, its creditors,or any other parties-in-interest (each an "Interested Party," and collectively, the "InterestedParties"), or its respective attorneys or accountants, or the United States Trustee or any personemployed in the Office of the United States Trustee, except as stated below: a) The Debtor intends to retain various professionals in this chapter 11 case, including Foley & Lardner LLP, as bankruptcy counsel, GA Keen Realty Advisors, LLC, as real estate advisor, PricewaterhouseCoopers, LLP, as fmancial advisor, and Alfred H. Siegel as Chief Restructuring Officer and Crowe Horwath, LLC as restructuring advisor. In addition, various professional firms may serve as professionals to one or more parties in interest in connection with this chapter 11 case. Young Conaway currently works or has in the past worked with and/or against many of these professionals in connection with matters wholly unrelated to this chapter 11 case. b) Young Conaway currently represents Greenberg Traurig, and/or its affiliates, a service provider of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case. c) Young Conaway currently represents U.S. Bank, and/or its affiliates, the Debtors cash management bank, in matters wholly unrelated to the Debtor or this chapter 11 case. d) Young Conaway has previously represented Acushnet Company, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case. e) Young Conaway has previously represented Airgas Intermountain, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case. f) Young Conaway has previously represented American Express, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case. g) Young Conaway has previously represented American Towers, Inc., and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case. h) Young Conaway has previously represented AT&T Mobility, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case. 201:12260119.5
  14. 14. i) Young Conaway has previously represented Cigna- Great West Health, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. j) Young Conaway has previously represented Comcast Cable, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. k) Young Conaway has previously represented Consolidated Mgmt. Svcs., and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. 1) Young Conaway has previously represented CSC Corporate Svc. Co., and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. m) Young Conaway has previously represented Pitney Bowes Global Fin., and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. n) Young Conaway has previously represented Suzanne Morgan, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. o) Young Conaway has previously represented Waste Management, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. 3. Young Conaway is continuing to review a more complete list of theDebtors creditors. Based upon its review as of this date, Young Conaway has determined that itdoes not represent any party in these proceedings with a material adverse interest with respect tothe Debtor. Young Conaway will supplement this affidavit, as necessary, with additionalinformation or disclosures in the event that additional information is developed. 4. Young Conaway is a "disinterested person" as that term is defined insection 101(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 301:12260119.5
  15. 15. 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, any of the Debtor, or for any other reason. 5. Young Conaway was retained by the Debtor pursuant to an engagementagreement dated June 18,2012 (the "Engagement Agreement"). Pursuant to the EngagementAgreement, on June 22, 2012, Young Conaway received a retainer in the amount of $75,000.00(the "Retainer") in connection with the planning and preparation of a chapter 11 filing and thepost-petition representation of the Debtor. Of the Retainer, $73,226.08 was applied tooutstanding balances as ofthe Petition Date and the remainder $1,773.92 will constitute anevergreen retainer as security for post-petition services and expenses. 3 6. Young Conaway intends to seek Court approval of its compensation andreimbursement of its actual, necessary expenses and other charges incurred by the Firm inconnection with this chapter 11 case upon the filing of appropriate applications for interim andfinal compensation and reimbursement pursuant to sections 330 and 331 of the BankruptcyCode, the Bankruptcy Rules, and the Local Rules. The principal attorneys and paralegalpresently designated to represent the Debtor and their current standard hourly rates are: • Michael R. Nestor, Partner $650.00 • Joseph M. Barry, Partner $535.00 • Donald J. Bowman, Jr., Associate $400.00 • Justin P. Duda, Associate $305.00 • Travis T. Buchanan, Associate $270.00 • Melissa Romano, Paralegal $180.00The 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.3 Young Conaways statement pursuant to Bankruptcy Rule 2016 is attached to the Application as Exhibit B. 401:12260119.5
  16. 16. 7. The hourly rates set forth above are the Firms standard hourly rates forwork of this nature. These rates are set at a level designed to fairly compensate the Firm for thework of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is theFirms policy to charge its clients in all areas of practice for all other expenses incurred inconnection with a clients case. The expenses charged to clients include, among other things,mail and express mail charges, special or hand delivery charges, document processing,photocopying charges, charges for mailing supplies (including, without limitation, envelopes andlabels) provided by the Firm to outside copying services for use in mass mailings, travelexpenses, expenses for "working meals," computerized research, transcription costs, as well asnon-ordinary overhead expenses approved by the client such as secretarial and other overtime.The Firm will charge the Debtor for these expenses in a manner and at rates consistent withcharges made generally to the Firms other clients. The Firm believes that it is fairer to chargethese expenses to the clients incurring them than to increase the hourly rates and spread theexpenses among all clients. 8. Due to the ordinary course and unavoidable reconciliation of fees andsubmission of expenses immediately prior to, and subsequent to, the Petition Date, YoungConaway may have incurred unbilled fees and reimbursable expenses which relate to theprepetition period. Young Conaway hereby seeks this Courts approval to apply the Retainer tothese amounts and any further prepetition fees and expenses Young Conaway becomes aware ofduring its ordinary course billing review and reconciliation. Upon the proposed applications ofthe Retainer, the Debtor would not owe Young Conaway any sums for pre-petition services. 9. No promises have been received by the Firm nor by any partner, counsel,or associate thereof as to compensation in connection with this chapter 11 case other than in 501:12260119.5
  17. 17. accordance with the provisions of the Bankruptcy Code. The Firm has no agreement with anyother entity to share with such entity any compensation received by the Firm in connection withthese proceedings. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoingis true and correct to the best of my knowledge, information, and belief.Dated: Wilmington, Delaware July 10, 2012 Is/ Joseph M Barry Joseph M. Barry 601:12260119.5
  18. 18. EXHIBITB 2016 Statement01:12260119.5
  19. 19. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREIn re: Chapter 11Cordillera Golf Club, LLC, 1 Case No. 12-11893 (CSS) dba The Club at Cordillera, Debtor. STATEMENT OF YOUNG CONAWAY STARGATT & TAYLOR, LLP UNDER RULE 2016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND SECTION 329 OF THE BANKRUPTCY CODE 1. Young Conaway Stargatt & Taylor, LLP ("Young Conaway"), pursuant toRule 2016 ofthe Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), Rule 2016-1of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Courtfor the District of Delaware (the "Local Rules"), and section 329 of title 11 of the United StatesCode, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), states that the undersigned isbankruptcy counsel for the above-captioned debtor and debtor-in-possession (the "Debtor") inthis chapter 11 case. 2. The services to be rendered by Young Conaway in connection with thischapter 11 case include all those services set forth in the Application of the Debtor for an OrderAuthorizing the Retention and Employment of Young Conaway Stargatt & Taylor, LLP asDelaware Bankruptcy and Conflicts Counsel for the Debtor, Nunc Pro Tunc to the Petition Date(the "Application"). 21 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 81632.2 Capitalized terms used but not otherwise defmed herein shall have the meanings ascribed to such terms in theApplication.01:12260119.5
  20. 20. 3. Compensation agreed to be paid by the Debtor to Young Conaway is to befor legal services rendered in connection with this chapter 11 case. The Debtor has agreed to payYoung Conaway for the legal services rendered or to be rendered on the Debtors behalf inconnection with this case by Young Conaways various attorneys and paralegals. The Debtorhas also agreed to reimburse Young Conaway for its actual, necessary expenses and othercharges incurred by the Firm in connection with this chapter 11 proceeding. 4. Young Conaway was retained by the Debtor pursuant to an engagementagreement dated June 18, 2012 (the "Engagement Agreement"). Pursuant to the EngagementAgreement, on June 22,2012, Young Conaway received a retainer in the amount of$75,000.00(the "Retainer") in connection with the planning and preparation of a chapter 11 filing and thepost-petition representation of the Debtor. Of the Retainer, $73,226.08 was applied tooutstanding balances as of the Petition Date and the remainder $1,773.92 will constitute anevergreen retainer as security for post-petition services and expenses. 5. Within the year prior to the Petition Date, Young Conaway has receivedno other payments or promises of payment from the Debtor on account of services rendered or tobe rendered in contemplation of, or in connection with, this chapter 11 case. At all times, theRetainer exceeded the amounts due to Young Conaway on account of its prepetition fees andexpenses. 6. Young Conaway intends to seek Court approval of its compensation andreimbursement of its actual, necessary expenses and other charges incurred by the Firm inconnection with this chapter 11 case upon the filing of appropriate applications for interim andfinal compensation and reimbursement pursuant to sections 330 and 331 of the BankruptcyCode, the Bankruptcy Rules, and the Local Rules. 201:12260119.5
  21. 21. 7. The filing fees in this chapter 11 case have been paid in full. 8. Young Conaway further states that it has not shared, or agreed to share,(a) any compensation it has received or may receive with another party or person, other than withthe partners, counsel, and associates ofYoung Conaway, or (b) any compensation another personor party has received or may receive.Dated: Wilmington, Delaware YOUNG CONAWAY STARGATT & TAYLOR, LLP July 10,2012 Is/ Joseph M Barry 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 Possession 301:12260119.5
  22. 22. EXHIBITC Proposed Order01:12260119.5
  23. 23. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWAREInre: Chapter 11Cordillera Golf Club, LLC, 1 Case No. 12-11893 (CSS) dba The Club at Cordillera, Ref Docket No. Debtor. ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF YOUNG CONAWAY STARGATT & TAYLOR, LLP AS DELAWARE BANKRUPTCY AND CONFLICTS COUNSEL FOR THE DEBTOR, NUNC PRO TUNC TO THE PETITION DATE Upon consideration of the application (the "Application") 2 of the debtor anddebtor-in-possession in the above-captioned case (collectively, the "Debtor") for entry of anorder, pursuant to section 327(a) of title 11 of the United States Code, 11 U.S.C. §§ 101-1532(the "Bankruptcy Code"), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the"Bankruptcy Rules"), and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedurefor the United States Bankruptcy Court for the District of Delaware (the "Local Rules"),authorizing the Debtor to retain and employ the law firm of Young Conaway Stargatt & Taylor,LLP ("Young Conaway") as its Delaware bankruptcy and conflicts counsel, nunc pro tunc to thePetition Date; and upon the Barry Declaration in support thereof; and this Court being satisfiedbased on the representations made in the Application and the Barry Declaration that saidattorneys represent no interest adverse to the Debtors estate with respect to the matters uponwhich they are to be engaged, that they are disinterested persons as that term is defined under1 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 81632.2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in theApplication.01:12260119.5
  24. 24. section 101 (14) of the Bankruptcy Code, as modified by section 1107 (b) of the BankruptcyCode, and that their employment is necessary and in the best interests of the Debtors estate; anddue and sufficient notice of the Application having been given; and it appearing that no other orfurther notice need be provided; and after due deliberation and sufficient cause therefor, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. The Application is approved. 2. In accordance with section 327(a) of the Bankruptcy Code, the Debtor, asdebtor and debtor-in-possession, is hereby authorized to retain and employ Young Conaway asits Delaware bankruptcy and conflicts counsel in this chapter 11 case on the terms set forth in theApplication, the Barry Declaration, and the Engagement Agreement, effective nunc pro tunc tothe Petition Date. 3. Young Conaway shall be entitled to allowance of compensation andreimbursement of expenses upon the filing and approval of interim and final applicationspursuant to the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and such other ordersas this Court may direct. 4. Young Conaway shall be entitled to hold the Retainer as security forpayment until the conclusion of this case, at which point Young Conaway shall apply theRetainer against its then unpaid fees and expenses in respect of Young Conaways feeapplications filed and approved in accordance with the applicable provisions of the BankruptcyCode, the Bankruptcy Rules, the Local Rules, and order of this Court. 201:12260119.5
  25. 25. 5. This Court shall retain jurisdiction with respect to all matters arising fromor related to the implementation or interpretation of this Order.Dated: Wilmington, Delaware July _ _, 2012 Christopher S. Sontchi United States Bankruptcy Judge 301:12260119.5

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