The debtor, Cordillera Golf Club, LLC, filed an application seeking approval to retain the law firm of Young Conaway Stargatt & Taylor, LLP ("Young Conaway") as its Delaware bankruptcy counsel. Young Conaway has extensive experience in bankruptcy matters and represented the debtor pre-petition. The application discloses Young Conaway's hourly rates, retention agreement with the debtor, and that the firm does not hold any interest adverse to the debtor or the bankruptcy estate. The debtor believes that retaining Young Conaway as Delaware bankruptcy counsel is in the best interests of the estate. A hearing on the application will be held on July 27, 2012.

1. IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Inre: 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)
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 this
application (the "Application") for the entry of an order, substantially in the form attached hereto
as Exhibit C, authorizing the Debtor to employ and retain the law firm of Young Conaway
Stargatt & Taylor, LLP ("Young Conaway" or the "Firm") as its Delaware bankruptcy and
conflicts counsel, nunc pro tunc to the Petition Date (as defined below). In support of this
Application, 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 respectfully
represents as follows:
JURISDICTION
1. The Court has jurisdiction over this matter pursuant to 28 U.S. C. §§ 157
and 1334 and the Amended Standing Order ofReference from the United States District Court
for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant
to 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with Article III of the
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

2. United States Constitution. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and
1409. The statutory and legal predicates for the relief requested herein are section 327(a) of title
11 of the United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), Rule 2014 ofthe
Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 2014-1 of the Local
Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the
District of Delaware (the "Local Rules").
BACKGROUND
2. On June 26, 2012 (the "Petition Date"), the Debtor filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code. The Debtor has continued in
possession of its properties and has continued to operate and maintain its business as a debtor in
possession 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 of
Delaware (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 or
examiner in this case.
4. A description of the Debtor's business, the reasons for commencing this
chapter 11 case, and the relief sought from the Court to allow for a smooth transition into chapter
11 are set forth in the Declaration of DanielL. Fitchett, Jr. in support of Chapter II Petitions
and First Day Relief[Docket No. 2] (the "First Day Declaration"), filed on the Petition Date and
incorporated by reference herein.
2
01:12260119.5

3. RELIEF REQUESTED
5. By this Application, the Debtor seeks authority to employ and retain
Young Conaway as its Delaware bankruptcy and conflicts counsel with regard to the filing and
prosecution of its chapter 11 case, effective nunc pro tunc to the Petition Date.
BASIS FOR THE RELIEF REQUESTED
A. Young Conaway's Qualifications
6. The Debtor seeks to retain Young Conaway as its attorneys because ofthe
Firm's extensive knowledge, expertise, and experience in the field of debtors' and creditors'
rights and business reorganizations under chapter 11 of the Bankruptcy Code. Young
Conaway's knowledge, expertise, and experience practicing before the Court will enable the
Firm to work in an efficient and cost-effective manner on behalf of the Debtor's estate.
Additionally, in preparing for this chapter 11 case, Young Conaway has become familiar with
the Debtor's business and affairs and many of the potential legal issues that might arise in the
context of this case. Therefore, the Debtor believes that Young Conaway is uniquely qualified to
represent 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 and
investment banker; and PricewaterhouseCoopers, LLP, as financial advisor, and has already filed
an 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 retain
other professionals during this chapter 11 case. Each of the Debtor's professionals work under
the direction of the Debtor's management and the Debtor's management is committed to
minimizing duplication of services in order to reduce professional costs. To that end, Young
3
01:12260119.5

4. Conaway will work closely with Foley and each of the other professionals retained by the Debtor
in connection with this chapter 11 case to ensure that there is no unnecessary duplication of
effort or cost. In addition, to the extent that it becomes necessary in the course of this chapter 11
case, Young Conaway will serve as conflicts counsel to handle any matter or issue that the
Debtor may encounter which cannot or should not be handled by Foley-in the exercise of the
most 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 and
reimbursement of its actual, necessary expenses and other charges incurred by the Firm in
connection with this chapter 11 case upon the filing of appropriate applications for interim and
final compensation and reimbursement pursuant to sections 330 and 331 of the Bankruptcy
Code, the Bankruptcy Rules, and the Local Rules. The principal attorneys and paralegal
presently 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 $180.00
The hourly rates set forth above are subject to periodic adjustments to reflect economic and other
conditions. Other attorneys and paralegals may from time to time serve the Debtor in connection
with the matters herein described.
9. The hourly rates set forth above are the Firm's standard hourly rates for
work of this nature. These rates are set at a level designed to fairly compensate the Firm for the
work of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is the
4
01:12260119.5

5. Firm's policy to charge its clients in all areas of practice for all other expenses incurred in
connection with a client's 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 and
labels) provided by the Firm to outside copying services for use in mass mailings, travel
expenses, expenses for "working meals," computerized research, transcription costs, as well as
non-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 with
charges made generally to the Firm's other clients. The Firm believes that it is fairer to charge
these expenses to the clients incurring them than to increase the hourly rates and spread the
expenses among all clients.
10. Young Conaway was retained by the Debtor pursuant to an engagement
agreement dated June 18, 2012 (the "Engagement Agreement"). Pursuant to the Engagement
Agreement, 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 the
post-petition representation of the Debtor. Of the Retainer, $73,226.08 was applied to
outstanding balances as of the Petition Date and the remainder $1,773.92 will constitute an
evergreen 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 reflect
normal business terms in the marketplace; ... the relationship between the Debtor and the
2
Young Conaway's statement pursuant to Bankruptcy Rule 2016 is attached hereto as Exhibit B.
5
01:12260119.5

6. professionals, i.e., whether the parties involved are sophisticated business entities with equal
bargaining 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 Judge
Peter 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 adopt
wholeheartedly Judge Carey's decision in the Insilco case."). First, these types of retainer
agreements 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 now
common in the market place."). Second, both Young Conaway and the Debtor are sophisticated
business entities that have negotiated the Retainer at arm's length. Finally, the retention of
Young Conaway is in the best interests of the Debtor's estate because the retention agreement
and Retainer allow the Debtor to maintain the prepetition relationship established with Young
Conaway. Thus, under the standards articulated in In re Insilco Technologies, Inc., and adopted
In re CTC Communications Group, Inc., the facts and circumstances of this case support the
approval of the security retainer.
12. As set forth in the Barry Declaration, Young Conaway has not shared or
agreed to share any of its compensation from the Debtor with any other person or entity, other
than 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 Debtor
include, but shall not be limited to, the following:
• providing legal advice with respect to the Debtor's 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;
6
01:12260119.5

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 Debtor's knowledge, information, and belief, and except
as disclosed herein and in the Barry Declaration, Young Conaway has not represented the
Debtor, its creditors, any other parties in interest, or their respective attorneys, in any matter
relating to the Debtor or its estate. Young Conaway is a "disinterested person" as that term is
defined in section 101(14) ofthe 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
Debtor's estate or of any class of the Debtor's 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 Conaway's
retention and employment in this chapter 11 case is necessary, prudent, and in the best interests
of the Debtor and its estate.
7
01:12260119.5

8. NOTICE
16. Notice of this Motion has been provided to: (i) the Office of the United
States 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 secured
lenders; (v) counsel to proposed post-petition secured lender; and (vi) all parties requesting
notice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested herein, the
Debtor 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 this
or 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 and
retention of Young Conaway as Delaware bankruptcy and conflicts counsel for the Debtor nunc
pro tunc to the Petition Date and (b) granting such other and further relief as the Court deems
appropriate.
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
8
01:12260119.5

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 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") filed the attached 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
"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,
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. 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
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
2
01:12260119.5

11. EXHIBIT A
Barry Declaration
01:12260119.5

12. 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,
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, DE
19801, and have been duly admitted to practice in the States ofDelaware and New York, as well
as the United States District Court for the District of Delaware, the United States Court of
Appeals 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 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
"Application"). 2
2. Based on the conflicts and connections search conducted and described
herein, to the best of my knowledge, neither I, the Firm, nor any partner, counsel, or associate
1
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 the
Application.
01:12260119.5

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 "Interested
Parties"), or its respective attorneys or accountants, or the United States Trustee or any person
employed 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
Debtor's 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.
2
01:12260119.5

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 the
Debtor's creditors. Based upon its review as of this date, Young Conaway has determined that it
does not represent any party in these proceedings with a material adverse interest with respect to
the Debtor. Young Conaway will supplement this affidavit, as necessary, with additional
information or disclosures in the event that additional information is developed.
4. Young Conaway is a "disinterested person" as that term is defined in
section 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
3
01:12260119.5

15. c) do not have an interest materially adverse to the interests of the
Debtor's estate or of any class of the Debtor's 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 engagement
agreement dated June 18,2012 (the "Engagement Agreement"). Pursuant to the Engagement
Agreement, 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 the
post-petition representation of the Debtor. Of the Retainer, $73,226.08 was applied to
outstanding balances as ofthe Petition Date and the remainder $1,773.92 will constitute an
evergreen retainer as security for post-petition services and expenses. 3
6. Young Conaway intends to seek Court approval of its compensation and
reimbursement of its actual, necessary expenses and other charges incurred by the Firm in
connection with this chapter 11 case upon the filing of appropriate applications for interim and
final compensation and reimbursement pursuant to sections 330 and 331 of the Bankruptcy
Code, the Bankruptcy Rules, and the Local Rules. The principal attorneys and paralegal
presently 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 $180.00
The hourly rates set forth above are subject to periodic adjustments to reflect economic and other
conditions. Other attorneys and paralegals may from time to time serve the Debtor in connection
with the matters herein described.
3
Young Conaway's statement pursuant to Bankruptcy Rule 2016 is attached to the Application as Exhibit B.
4
01:12260119.5

16. 7. The hourly rates set forth above are the Firm's standard hourly rates for
work of this nature. These rates are set at a level designed to fairly compensate the Firm for the
work of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is the
Firm's policy to charge its clients in all areas of practice for all other expenses incurred in
connection with a client's 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 and
labels) provided by the Firm to outside copying services for use in mass mailings, travel
expenses, expenses for "working meals," computerized research, transcription costs, as well as
non-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 with
charges made generally to the Firm's other clients. The Firm believes that it is fairer to charge
these expenses to the clients incurring them than to increase the hourly rates and spread the
expenses among all clients.
8. Due to the ordinary course and unavoidable reconciliation of fees and
submission of expenses immediately prior to, and subsequent to, the Petition Date, Young
Conaway may have incurred unbilled fees and reimbursable expenses which relate to the
prepetition period. Young Conaway hereby seeks this Court's approval to apply the Retainer to
these amounts and any further prepetition fees and expenses Young Conaway becomes aware of
during its ordinary course billing review and reconciliation. Upon the proposed applications of
the 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
5
01:12260119.5

17. accordance with the provisions of the Bankruptcy Code. The Firm has no agreement with any
other entity to share with such entity any compensation received by the Firm in connection with
these proceedings.
Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing
is 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
6
01:12260119.5

18. EXHIBITB
2016 Statement
01:12260119.5

19. 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,
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 to
Rule 2016 ofthe Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), Rule 2016-1
of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court
for the District of Delaware (the "Local Rules"), and section 329 of title 11 of the United States
Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), states that the undersigned is
bankruptcy counsel for the above-captioned debtor and debtor-in-possession (the "Debtor") in
this chapter 11 case.
2. The services to be rendered by Young Conaway in connection with this
chapter 11 case include all those services set forth in the 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 "Application"). 2
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.
2
Capitalized terms used but not otherwise defmed herein shall have the meanings ascribed to such terms in the
Application.
01:12260119.5

20. 3. Compensation agreed to be paid by the Debtor to Young Conaway is to be
for legal services rendered in connection with this chapter 11 case. The Debtor has agreed to pay
Young Conaway for the legal services rendered or to be rendered on the Debtor's behalf in
connection with this case by Young Conaway's various attorneys and paralegals. The Debtor
has also agreed to reimburse Young Conaway for its actual, necessary expenses and other
charges incurred by the Firm in connection with this chapter 11 proceeding.
4. Young Conaway was retained by the Debtor pursuant to an engagement
agreement dated June 18, 2012 (the "Engagement Agreement"). Pursuant to the Engagement
Agreement, 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 the
post-petition representation of the Debtor. Of the Retainer, $73,226.08 was applied to
outstanding balances as of the Petition Date and the remainder $1,773.92 will constitute an
evergreen retainer as security for post-petition services and expenses.
5. Within the year prior to the Petition Date, Young Conaway has received
no other payments or promises of payment from the Debtor on account of services rendered or to
be rendered in contemplation of, or in connection with, this chapter 11 case. At all times, the
Retainer exceeded the amounts due to Young Conaway on account of its prepetition fees and
expenses.
6. Young Conaway intends to seek Court approval of its compensation and
reimbursement of its actual, necessary expenses and other charges incurred by the Firm in
connection with this chapter 11 case upon the filing of appropriate applications for interim and
final compensation and reimbursement pursuant to sections 330 and 331 of the Bankruptcy
Code, the Bankruptcy Rules, and the Local Rules.
2
01:12260119.5

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 with
the partners, counsel, and associates ofYoung Conaway, or (b) any compensation another person
or 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
3
01:12260119.5

22. EXHIBITC
Proposed Order
01:12260119.5

23. IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Inre: Chapter 11
Cordillera 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 and
debtor-in-possession in the above-captioned case (collectively, the "Debtor") for entry of an
order, 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 Procedure
for 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 the
Petition Date; and upon the Barry Declaration in support thereof; and this Court being satisfied
based on the representations made in the Application and the Barry Declaration that said
attorneys represent no interest adverse to the Debtor's estate with respect to the matters upon
which they are to be engaged, that they are disinterested persons as that term is defined under
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.
2
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the
Application.
01:12260119.5

24. section 101 (14) of the Bankruptcy Code, as modified by section 1107 (b) of the Bankruptcy
Code, and that their employment is necessary and in the best interests of the Debtor's estate; and
due and sufficient notice of the Application having been given; and it appearing that no other or
further 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, as
debtor and debtor-in-possession, is hereby authorized to retain and employ Young Conaway as
its Delaware bankruptcy and conflicts counsel in this chapter 11 case on the terms set forth in the
Application, the Barry Declaration, and the Engagement Agreement, effective nunc pro tunc to
the Petition Date.
3. Young Conaway shall be entitled to allowance of compensation and
reimbursement of expenses upon the filing and approval of interim and final applications
pursuant to the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and such other orders
as this Court may direct.
4. Young Conaway shall be entitled to hold the Retainer as security for
payment until the conclusion of this case, at which point Young Conaway shall apply the
Retainer against its then unpaid fees and expenses in respect of Young Conaway's fee
applications filed and approved in accordance with the applicable provisions of the Bankruptcy
Code, the Bankruptcy Rules, the Local Rules, and order of this Court.
2
01:12260119.5

25. 5. This Court shall retain jurisdiction with respect to all matters arising from
or related to the implementation or interpretation of this Order.
Dated: Wilmington, Delaware
July _ _, 2012
Christopher S. Sontchi
United States Bankruptcy Judge
3
01:12260119.5