SlideShare a Scribd company logo
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)


                      DEBTOR'S APPLICATION FOR AN ORDER (I) AUTHORIZING
                      RETENTION OF GA KEEN REALTY ADVISORS, LLC AS REAL
                   ESTATE ADVISOR FOR THE DEBTOR AND DEBTOR IN POSSESSION
                      NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING
                          CERTAIN REQUIREMENTS OF LOCAL RULE 2016-2

                          Cordillera Golf Club, LLC, dba The Club at Cordillera, the debtor and debtor in

         possession in the above-captioned case (the "Debtor"), by and through its proposed undersigned

         counsel, hereby submits this application (the "Application") for entry of an order, substantially in

         the form attached hereto as Exhibit B (the "Order"), pursuant to sections 327(a) and 328(a) of

         title 11 ofthe United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code") and Rules

         2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule

         2014-1 ofthe Local Rules ofBankruptcy Practice and Procedure of the United States Bankruptcy

         Court for the District of Delaware (the "Local Rules"), authorizing the retention and employment

         of GA Keen Realty Advisors, LLC ("GA Keen Realty") as real estate advisor to the Debtor nunc

         pro tunc to the Petition Date (as defined below). Additionally, the Debtor requests a waiver of

         certain requirements of Rule 2016-2 of the Local Rules, as more fully set out below. In support

         of the Application, the Debtor relies upon the Declaration ofDisinterestedness of GA Keen

         Realty Advisors, LLC and Great American Group, LLC its Managing Member (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.


01:12239656.9
"Declaration"), attached hereto as Exhibit A. In further support of the Application, the Debtor

         respectfully states 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 of Reference 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

         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 sections 327(a) and

         328(a) of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 and Local Rules 2014-1

         and 2016-2.

                                            GENERAL 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 1107(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 11 Petitions


01:12239656.9

                                                            4
and First Day Relief[Docket No. 2] (the "First Day Declaration"), filed on the Petition Date and

         incorporated by reference herein.2

                                                    RELIEF REQUESTED

                            5.       The Debtor has determined, in its business judgment, that it has a need for

         a qualified real estate professional to assess the highest and best use of real property that the

          Debtor owns in fee (collectively, the "Owned Property") and to assist the Debtor with respect to

         the matter set forth in ,-r 10 hereof. 3 The Debtor has also determined that, in its sound business

         judgment, the retention and employment of GA Keen Realty, who has substantial experience in

         handling real estate and consulting matters in the chapter 11 context, will provide substantial

         benefit to the estate because GA Keen Realty is well suited to assist the Debtor and handle the

         capital infusion need for its business. Accordingly, the Debtor seeks to employ and retain GA

         Keen Realty on the terms and conditions set forth in the retention agreement dated June 13, 2012

         (the "Retention Agreement"), a copy of which is attached hereto as Exhibit C.

                                         BASIS FOR THE RELIEF REQUESTED

                            6.       Bankruptcy Code section 327(a) provides, in relevant part, as follows:

                            [T]he trustee, with the court's approval, may employ one or more
                            attorneys, accountants, appraisers, auctioneers, or other
                            professional persons, that do not hold or represent an interest
                            adverse to the estate, and that are disinterested persons, to
                            represent or assist the trustee in carrying out the trustee's duties
                            under this title.

          11 U.S.C. § 327(a).

                            7.       Bankruptcy Code section 328(a) provides, in relevant part, as follows:



         2Capitalized terms not otherwise defmed herein shall have the meaning attributed to them in the First Day
         Declaration.

         3   A comprehensive list of the Owned Property is attached as Exhibit A to the Retention Agreement.
01:12239656.9

                                                                  5
The trustee ... with the court's approval, may employ or authorize
                        the employment of a professional person under section 327 ... of
                        this title ... on any reasonable terms and conditions of
                        employment, including on a retainer, on an hourly basis, on a fixed
                        or percentage fee basis, or on a contingent fee basis.
                        Notwithstanding such terms and conditions, the court may allow
                        compensation different from the compensation provided under
                        such terms and conditions after the conclusion of such
                        employment, if such terms and conditions prove to have been
                        improvident in light of developments not capable of being
                        anticipated at the time of the fixing of such terms and conditions.

          11 U.S.C. § 328(a).

                        8.       Bankruptcy Rule 2014 provides, in relevant part, as follows:

                        An order approving the employment of. . . auctioneers ...
                        pursuant to § 327 ... of the Code shall be made only on
                        application of the trustee or committee.

         Fed R. Bankr. P. 2014

                        9.       GA Keen Realty is qualified to serve as the Debtor's real estate advisor in

         this chapter 11 case. GA Keen Realty, its principals, and/or its predecessor entities has served as

         real estate advisor and consultant for over 30 years and has a significant knowledge ofthe

         Debtor's real estate. GA Keen Realty has been working with the Debtor since May 2012 and, as

         noted above, signed the Retention Agreement with the Debtor on June 13, 2012. GA Keen

         Realty has an understanding of the Debtor's real estate and the Debtor's business and has access

         to sources of capital for the Debtor's business. Generally, GA Keen Realty has experience in

         virtually all aspects of the finance of real property and in advising companies with respect

         thereto. Further, GA Keen Realty, its professionals, and/or predecessor entities frequently serve

         as real estate advisors to debtors or other constituents in other large bankruptcy cases in

         Delaware and other jurisdictions, including: Friendly Ice Cream Corporation, Service

         Merchandise Company, The Penn Traffic Company, Brown Schools, Bruener Home

         Furnishings, Cable & Wireless, and Montgomery Ward, to name a few.
01:12239656.9

                                                           6
10.       The Debtor intends to employ GA Keen Realty on the terms and

         conditions set forth in the Retention Agreement to provide various services related to potential

         transactions, including, but not limited to: (1) the raising of debt and/or equity capital and/or the

         closing of a joint-venture in order to (a) fund a plan of reorganization, (b) refinance the Owned

         Property, (c) recapitalize the Debtor or an entity owned or controlled by the Debtor, (d) buy all

         or a portion of the secured debt currently encumbering the Owned Property, and/or (e) provide

         DIP financing and/or, if warranted and appropriate under the circumstances, (2) the sale or

         transfer of title of one or more Owned Properties. 4 More specifically, GA Keen Realty's

         services may include, but are not limited to, the following:

                          •     Assisting the Debtor in developing and organizing due diligence materials and

                                in preparing an offering memorandum;

                          •     Developing, subject to the Debtor's review and approval, a financing plan and

                                implementing each facet of the financing plan;

                          •     Assisting the Debtor in identifying, contacting, and screening potential parties

                                to a transaction;

                          •     Assisting the Debtor in arranging for potential parties to a transaction to

                                conduct due diligence in connection with a potential transaction and, as

                                appropriate, assisting the Debtor to prepare a due diligence data room and to

                                coordinate the due diligence investigations of potential parties to a transaction;

                          •     Communicating regularly with prospects and maintaining records of such

                                communications;


         4  All descriptions of the terms of the Retention Agreement are provided in the Application for convenience only
         and are qualified by the terms of the Retention Agreement. In the event of a conflict between the terms of the
         Retention Agreement and the Application, the Retention Agreement shall control. Parties are strongly encouraged
         to read the Retention Agreement.
01:12239656.9

                                                                 7
•     Communicating regularly with the Debtor and its professional advisors in

                              connection with the status of its efforts;

                        •     Advising the Debtor on strategies for negotiating with creditors and

                              participating in meetings or negotiations with creditors in connection with a

                              transaction;

                        •     Assisting the Debtor in evaluating, structuring, negotiating, and implementing

                              the terms and conditions of a proposed transaction;

                        •     Subject to a separate agreement, providing testimony in court, on behalf of the

                              Debtor, as necessary and appropriate; and

                        •     Working with the attorneys responsible for the implementation of the

                              proposed transaction, reviewing documents, negotiating and assisting in

                              resolving problems that may arise.

                        11.      Pursuant to the terms of the Retention Agreement, GA Keen Realty will

         receive compensation in the form of an incentive-based transaction fee (the "Transaction Fee").

         The Transaction Fee is summarized below:

                              (i) Transaction Fee: When the Debtor closes a transaction, subject to certain

                              exceptions described in the Retention Agreement, GA Keen Realty shall have

                              earned compensation per transaction equal to:

                                     (a) With respect to equity and preferred equity, six percent (6%) of
                                         Gross Proceeds (as defined in the Retention Agreement);
                                     (b) With respect to junior or mezzanine debt, four percent (4%) of
                                         Gross Proceeds;
                                     (c) With respect to senior debt, two percent (2%) of Gross Proceeds;
                                         and/or
                                     (d) With respect to the sale of one or more properties, five percent
                                         ( 5%) of Gross Proceeds.

                              (ii) Minimum Transaction Fee: At conclusion of the Term (as defined in the

01:12239656.9

                                                             8
Retention Agreement), if GA Keen Realty has not earned a minimum of

                               $350,000 (the "Minimum Transaction Fee"), then the Debtor shall pay GA

                               Keen Realty the difference between the Minimum Transaction Fee and the

                               amount of Transaction Fees earned by GA Keen Realty.

          The Retention Agreement also provides that the Debtor will reimburse GA Keen Realty for its

          reasonable and necessary out-of-pocket expenses.

                         12.      The incentive-based fee is appropriate under section 328(a) of the

          Bankruptcy Code. The Debtor submits that the rate ofGA Keen Realty's fees is appropriate and

          is in an amount typical of GA Keen Realty's relationships with its other clients, in and out of

         chapter 11 proceedings.

                         13.      Additionally, the Debtor requests a waiver of the application and

         information requirements of Local Rule 2016-2(d). GA Keen Realty seeks compensation on an

         incentive-fee basis. These fees are customary for the services provided by GA Keen Realty to

         chapter 11 debtors in the ordinary course of GA Keen Realty's business and in the commercial

         real estate industry. As such, submission of detailed time entry is unnecessary and would be

         unduly burdensome to GA Keen Realty. Accordingly, the Debtor requests that the requirements

         of Local Rule 2016-2(d) be waived pursuant to Local Rule 2016-2(g).

                         14.      Given the transactional nature ofGA Keen Realty's services and fee

         structure, GA Keen Realty has advised the Debtor that it seeks relief from complying with fee

         application requirements and shall be compensated in accordance with the procedures set forth in

         the Application and Retention Agreement and such procedures as may be fixed by order of this

         Court. Given the transactional nature ofGA Keen Realty's engagement and subject to Court

         approval, GA Keen Realty will not be billing the Debtor by the hour and will not be keeping


01:12239656.9


                                                           9
records of time spent for professional services rendered in this chapter 11 case. GA Keen Realty

         will, however, be keeping reasonably detailed descriptions of the services that were rendered

         pursuant to its engagement. GA Keen Realty has already been successful in arranging a DIP

         financing commitment for the Debtor.

                         15.    To the best of the Debtor's knowledge, information and belief, other than

         as set forth herein or in the Declaration, GA Keen Realty has not represented and has no

         relationship with: (i) the Debtor; (ii) the Debtor's twenty largest unsecured creditors; (iii) the

         Debtor's member or manager; (iv) the Debtor's prepetition secured lender; (v) the Debtor's

         proposed post-petition secured lender; (vi) the Official Committee of Unsecured Creditors; (vii)

         the respective attorneys and accountants of any of the foregoing; or (viii) the United States

         Trustee or any person employed in the Office of the United States Trustee for the District of

         Delaware, in any matter relating to this case.

                         16.    Additionally, other than as set forth herein or in the Declaration, GA Keen

         Realty believes it: (a) neither holds nor represents any interest adverse to the Debtor or the

         Debtor's estate on matters for which it is to be retained; (b) has no prior connection with the

         Debtor, its creditors or any other party in interest; and (c) is a "disinterested" person as such term

         is defined in section 101(14) ofthe Bankruptcy Code.

                         17.    Pursuant to the terms of the Retention Agreement, the Debtor has agreed

         to indemnify and hold harmless GA Keen Realty, Great American Group, LLC, their respective

         affiliates, and their respective directors, officers, employees, agents, representatives, and

         controlling persons (collectively, the "Indemnified Parties"). Notwithstanding the terms of the

         Retention Agreement, the Debtor's indemnification obligations shall be modified as follows:

                        (a)     The Indemnified Parties shall not be entitled to indemnification,
                                contribution, or reimbursement for services other than the services

01:12239656.9

                                                           10
provided under the Retention Agreement, unless such services and the
                                 indemnification, contribution, or reimbursement therefor are provided for
                                 in the Retention Agreement and approved by the Court;

                           (b)   Notwithstanding anything to the contrary in the Retention Agreement, the
                                 Debtor shall have no obligation to indemnify any person, or provide
                                 contribution or reimbursement to an Indemnified Party, for any claim or
                                 expense that is either: (i) judicially determined (the determination having
                                 become final and no longer subject to appeal) to have arisen from an
                                 Indemnified Party's gross negligence or willful misconduct; (ii) for a
                                 contractual dispute in which the Debtor alleges the breach of an
                                 Indemnified Party's contractual obligations unless the Court determines
                                 that indemnification, contribution, or reimbursement would be permissible
                                 pursuant to In reUnited Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003);
                                 or (iii) settled prior to a judicial determination as to the exclusions set
                                 forth in clauses (i) and (ii), but determined by this Court, after notice and a
                                 hearing, to be a claim or expense for which an Indemnified Party should
                                 not receive indemnity, contribution, or reimbursement under the terms of
                                 the Retention Agreement as modified by this Order; and

                           (c)   If, before the earlier of (i) the entry of an order confirming a chapter 11
                                 plan in this case (that order having become a final order no longer subject
                                 to appeal), and (ii) the entry of an order closing this chapter 11 case, an
                                 Indemnified Party believes that it is entitled to the payment of any
                                 amounts by the Debtor on account of the Debtor's indemnification,
                                 contribution, or reimbursement obligations under the Retention
                                 Agreement, including without limitation the advancement of defense
                                 costs, the Indemnified Party must file an application before this Court, and
                                 the Debtor may not pay any such amounts to the Indemnified Party before
                                 the entry of an order by this Court approving the payment. This
                                 subparagraph (c) is intended only to specify the period of time under
                                 which the Court shall have jurisdiction over any request for payment by an
                                 Indemnified Party for indemnification, contribution, or reimbursement,
                                 and not a provision limiting the duration of the Debtor's obligation to
                                 indemnify the Indemnified Parties.

                     18.         The Debtor believes that the retention of GA Keen Realty to act as its real

         estate advisor to raise debt and/or equity capital for the Debtor is in the best interest of the

         Debtor, its estate, and its creditors. Accordingly, the Debtor submits that this Court should

         authorize the retention and employment of GA Keen Realty, nunc pro tunc to the Petition Date,

         and should grant the waiver of Local Rule 2016-2(d) requested herein.



01:12239656.9

                                                           11
NOTICE

                      19.          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 of Unsecured 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

                      20.          The Debtor has not previously sought the relief requested herein from this

         or any other Court.

                            WHEREFORE, for the above-stated reasons, the Debtor respectfully requests that

         the Court enter the order attached hereto as Exhibit B, (i) authorizing the Debtor to retain GA

         Keen Realty, nunc pro tunc to the Petition Date, as real estate advisor for the Debtor in this

         chapter 11 case; (ii) waiving Local Rule 2016-2(d); and (iii) granting such other and further

         relief as the Court deems just and proper.

         Dated: Wilmington, Delaware                  CORDILLERA GOLF CLUB, LLC
                July 10, 2012

                                                        Is/ DanielL. Fitchett Jr.
                                                      Daniel L. Fitchett, Jr.
                                                      Chief Executive Officer

                                                      On Behalf of the Debtor and Debtor in Possession




01:12239656.9

                                                            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,
                                                                     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 Debtor's Application for an Order (I) Authorizing
         Retention of GA Keen Realty Advisors, LLC as Real Estate Advisor for the Debtor and Debtor
         in Possession Nunc Pro Tunc to the Petition Date and (II) Waiving Certain Requirements of
         Local Rule 2016-2 (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 4:00P.M.
         (ET) (the "Objection Deadline"). At the same time, you must serve a copy of your response
         upon the undersigned counsel.

                   PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE
         APPLICATION WILL BE HELD ON JULY 27,2012 AT 1:00 P.M. (ET) BEFORE THE
         HONORABLE CHRISTOPHER S. SONTCHI, IN THE UNITED STATES BANKRUPTCY
         COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR,
         COURTROOM NO.6, WILMINGTON, DELAWARE 19801.




         1The 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.


01:12239656.9
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




01:12239656.9
EXHIBIT A


                Declaration




01:12239656.9
UNITED STATES BANKRUPTCY COURT
DISTRICT OF DELAWARE
--------------------------------x
In re:
                                                      Chapter 11
CORDILLERA GOLF CLUB, LLC
                                                      CASE NO. 12-11893-CSS
                         Debtor.

--------------------------------x

DECLARATION OF DISINTERESTEDNESS OF GA KEEN REALTY ADVISORS,
  LLC AND GREAT AMERICAN GROUP, LLC ITS MANAGING MEMBER

         Mark P. Naughton, of full age, under penalty of petjury pursuant to 28 USC Section

1746, declares:

         1.       I am Senior Vice President and General Counsel of Great American Group,

LLC ("GAG"), the managing member of GA Keen Realty Advisors, LLC ("GA Keen").

         2.       GA Keen is a "disinterested person" within the meaning of 11 U.S.C. Section

101(14). GA Keen has no business, professional or other connection with the Debtor herein

or with their attorneys, and does not represent, nor will it represent, any interest adverse to

the estate in the matters in which it is to be engaged, except as set forth in paragraph 4

below.

         3.       GA Keen is not employed or connected with the Debtor, any creditor, or

other party in interest, their respective attomeys and accountants, except as set forth in

paragraph 4 below. GAG and GA Keen have reviewed creditors lists provided to them by

Debtor's counsel and base their disclosures on such lists.
Cordillera Go/f('lub. LLC
GA Keen Really Adl'isors
June 26. 2012
Page 2 of3


          4.          From its review of the list of creditors herein, GAG and GA Keen have has

detennined that the following relationships should be disclosed:


                a. Great American Appraisal and Valuation Services, LLC ("GAAV''), an
                   affiliate ofthe GAG, has performed appraisal work (or may perform
                   appraisal work) on matters unrelated to this chapter 11 case forGE Capital
                   Corporation, Alpine Bank, CIT Group, Key Bank, Sun Life Financial, US
                   Bank and Wells Fargo (Wells Fargo Financial Leasing is listed as a creditor
                   of the Debtor), and may have performed appraisal work for Nebraska
                   National Bank.

                b. GAG and GA Keen have or had vendor relationships with American Express,
                   Federal Express and AT&T, each of which is unrelated to chapter 11 case.

                c. Great American has been or may have been retained in other matters
                   unrelated to these chapter 11 cases in which certain professionals listed as
                   creditors in this case (including Irell & Manella, Katten Muchin and
                   Greenberg Traurig) were also retained.

GA Keen may have represented in the past, may currently represent, and likely in the future

will represent parties in interest in connection with matters unrelated to the Debtor and this

Chapter 11 Case. As part of its practice, GA Keen also appears in cases, proceedings and

transactions involving many different attorneys and accountants, some of which may

represent claimants and parties-in-interest in this Chapter 11 Case.                GA Keen does not

represent any such entity in connection with this Chapter 11 Case or have any relationship

with any such entity, attorneys, accountants or advisors that would be adverse to the Debtor

or its estates.

          5.          GA Keen is a ·'disinterested person" as that term is detined in Bankruptcy

Code section 101(14), as modified by section 1107(b), in that, to the best of my knowledge,

GA Keen, its members and employees:

                (a)          are not creditors, equity security holders, or insiders;
Cordillera Golf Club. LLC
GA Keen Realty Advisors
June 26, 2012
Page 3 of3


                (b)          are not and were not investment bankers for any outstanding security of
                             the Debtor;
                (c)          have not been, within three years before the date of the filing of the
                             petition, investment bankers for a security ofthe debtors, or attorneys
                             for such an investment bankers in connection with the otTer, sale, or
                             issuance of a security of the Debtor;
                (d)          are not and were not, within two years before the date of the filing of
                             the petition, a director, officer, or employee of the Debtor or of an
                             investment banker specified in subparagraph (b) or (c) above; and
                (e)          do not have an interest materially adverse to the interest of the estate or
                             of any class of creditors or equity security holders, by reason of any
                             direct or indirect relationship to, connection with, or interest in, the
                             Debtor or an investment banker specified in the subparagraph (b) or {c)
                             above, or for any other reason.
          6.          Despite the efforts described above to identify and disclose GA Keen's

connections with parties in interest in this Chapter 11 Case, GA Keen is unable to state with

certainty that every client relationship or other connection has been disclosed.                  In this

regard, if GA Keen discovers additional material infonnation that it determines requires

disclosure, it will promptly file a supplemental disclosure with this Court.

          7.          The scope of the services to be performed by GA Keen and the fee structure

are accurately set forth in the Retention Agreement as are the other terms of GA Keen's

retention.

          8.          GAG and GA Keen have agreed to not share with any person except

members and consultants of my tirm the compensation to be paid for the services rendered

in this case, except as is set forth in the Retention Agreement.
EXHIBITB


                Proposed Form of Order




01:12239656.9
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,
                                                              Ref. Docket No.
                                Debtor.

               ORDER (I) AUTHORIZING RETENTION OF GA KEEN REALTY
              ADVISORS, LLC AS REAL ESTATE ADVISOR FOR THE DEBTOR
                 AND DEBTOR IN POSSESSION NUNC PRO TUNC TO THE
              PETITION DATE AND (II) WAIVING CERTAIN REQUIREMENTS
                               OF LOCAL RULE 2016-2

                   Upon the Application2 of the debtor and debtor in possession in the above-

captioned case (the "Debtor") for entry of an order (i) authorizing, pursuant to sections 327(a)

and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1,

the employment and retention of GA Keen Realty, LLC ("GA Keen Realty"), as real estate

advisor to the Debtor, nunc pro tunc to the Petition Date, and (ii) granting a waiver of certain

requirements of Local Rule 2016-2; and upon consideration of the Application and all pleadings

related thereto, including the Declaration; and due and proper notice of the Application having

been given; and it appearing that no other or further notice is required; and it appearing that the

Court has jurisdiction to consider the Application in accordance with 28 U.S.C. §§ 157 and 1334;

and it appearing that this is a core proceeding pursuant to 28 U.S.C.§ 157(b)(2); and it appearing

that venue of this proceeding and this Application is proper pursuant to 28 U.S.C. §§ 1408 and

1409; and it appearing that the relief requested is in the best interest of the Debtor, its estate, and



1The 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 defmed herein, shall have the same meaning ascribed to them in the Application.
creditors and after due deliberation, and sufficient cause appearing therefor,

               IT IS HEREBY ORDERED THAT:

               1.      The Application is granted nunc pro tunc to the Petition Date.

               2.      The Debtor is authorized to employ and retain GA Keen Realty as their

real estate advisor nunc pro tunc to the Petition Date, as set forth in this Order and upon the

terms and for the purposes set forth in the Retention Agreement, a copy of which is attached to

the Application as Exhibit C, and as requested in the Application.

               3.      With respect to the payment of the formulaic success fees set forth in

section II.C of the Retention Agreement (the "Transaction Fee") and consistent with the terms of

the motion seeking to establish interim compensation procedures [Docket No. __j, the Debtor

is authorized to pay GA Keen Realty eighty percent (80%) of such fee and one hundred percent

(100%) of expenses, as and when due and payable, with all the fees (including the payment of

the 20% hold-back) subject to Bankruptcy Court approval of a final fee application. Such

Transaction Fee shall be subject to the standard of review of Section 328(a) of the Bankruptcy

Code.

               4.      Notwithstanding any provision in the Application and Retention

Agreement to the contrary, the Debtor is authorized to indemnify and hold harmless GA Keen

Realty, Great American Group, LLC, their respective affiliates, and their respective directors,

officers, employees, agents, representatives, and controlling persons (collectively, the

"Indemnified Parties"), pursuant to the terms and conditions set forth in the Retention

Agreement, subject to the following conditions:

               (a)     The Indemnified Parties shall not be entitled to indemnification,
                       contribution, or reimbursement for services other than the services
                       provided under the Retention Agreement, unless such services and the




                                                  2
indemnification, contribution, or reimbursement therefor are provided for
                       in the Retention Agreement and approved by the Court;

               (b)     Notwithstanding anything to the contrary in the Retention Agreement, the
                       Debtor shall have no obligation to indemnify any person, or provide
                       contribution or reimbursement to an Indemnified Party, for any claim or
                       expense that is either: (i) judicially determined (the determination having
                       become final and no longer subject to appeal) to have arisen from an
                       Indemnified Party's gross negligence or willful misconduct; (ii) for a
                       contractual dispute in which the Debtor alleges the breach of an
                       Indemnified Party's contractual obligations unless the Court determines
                       that indemnification, contribution, or reimbursement would be permissible
                       pursuant to In reUnited Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003);
                       or (iii) settled prior to a judicial determination as to the exclusions set
                       forth in clauses (i) and (ii), but determined by this Court, after notice and a
                       hearing, to be a claim or expense for which an Indemnified Party should
                       not receive indemnity, contribution, or reimbursement under the terms of
                       the Retention Agreement as modified by this Order; and

               (c)     If, before the earlier of (i) the entry of an order confirming a chapter 11
                       plan in this case (that order having become a final order no longer subject
                       to appeal), and (ii) the entry of an order closing this chapter 11 case, an
                       Indemnified Party believes that it is entitled to the payment of any
                       amounts by the Debtor on account of the Debtor's indemnification,
                       contribution, or reimbursement obligations under the Retention
                       Agreement, including without limitation the advancement of defense
                       costs, the Indemnified Party must file an application before this Court, and
                       the Debtor may not pay any such amounts to the Indemnified Party before
                       the entry of an order by this Court approving the payment. This
                       subparagraph (c) is intended only to specify the period of time under
                       which the Court shall have jurisdiction over any request for payment by an
                       Indemnified Party for indemnification, contribution, or reimbursement,
                       and not a provision limiting the duration of the Debtor's obligation to
                       indemnify the Indemnified Parties.

               5.      Notwithstanding anything to the contrary in the Retention Agreement, any

limitation ofliability, including or limitation on any amounts to be contributed by the parties,

pursuant to the terms of the Retention Agreement shall be eliminated.

               6.      The Debtor and GA Keen Realty are authorized to take all actions

necessary to effectuate the relief granted pursuant to this Order in accordance with the

Application.



                                                  3
7.      GA Keen Realty shall make reasonable efforts to coordinate with the

Debtor and with the Debtor's other professionals to avoid unnecessary duplication of the services

provided by those other professionals.

               8.      The relief requested herein shall continue to apply to any of the Debtor's

affiliates and their respective estates that subsequently commence chapter 11 cases without the

need for any further requests or motions.

               9.      None of the fees payable toGA Keen Realty under the Retention

Agreement shall constitute a bonus under applicable law.

               10.     With respect to any Transaction Fees payable for the closing of a

successful transaction, GA Keen Realty is exempt from the requirement to keep time records,

and any requirement to the contrary under Local Rule 2016-2(d) is waived.

               11.     All of GA Keen Realty's fees and expenses shall be treated as

administrative expense claims in the Debtor's chapter 11 case.

               12.     All ofGA Keen Realty's fees and expenses shall be entitled to a carve-out

for payment pursuant to section 506(c) of the Bankruptcy Code.

               13.     The terms and conditions of the Retention Agreement are reasonable, and

the Debtor shall pay all fees and expenses as promptly as possible in accordance with the terms

of the Retention Agreement and this Order.

               14.     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




                                                 4
EXHIBITC


Retention Agreement
RETENTION AGREEMENT

Between
Cordillera Golf C!ub, LLC
and
GA Keen Realty Advisors, LLC

Date: June 13, 2012
!n consideration of the mutua! agreements herein contained, "Company" (as defined below} hereby
retains "GA. Keen Realty Advisors" (as defined below) to act as Company's real estate advisor upon the
terms and conditions set forth herein.

1.      Definitions
        The following terms as used herein have the following meanings.
        A.       "Bankruptcy Court" means lf and when Company fHes Chapter 11, then the United
                 States Bankruptcy Court ln the district in which such Chapter 11 is fHed.
        B.        "Code" means the United States Bankruptcy Code, 11 U.S. C.§ 101, et seq.
        C.        "Company'' means -Cordillera Golf Club, LlC.
        D.        "GA Keen Rea!ty Advisors" means GA Keen Realty Advisors, lLC the real estate division
                  of Great American Group, LLC.
         E.       "Effective Oate" means the date of mutua! execution of this Agreement
        F.        "Order" shaH mean an Order Issued by the Bankruptcy Court approving this Agreement.
         G.       "PropertY' and "Properties" refers to the parcels of owned rea! Properties listed on
                  Schedule "A" attached hereto and incorporated by reference, which Hst may be
                  amended without a further Order of the Bankruptcy Court.
        H.        "Transaction'' means any transaction Involving the Company's pecuniary interests
                  arising from or relating toGA Keen Realty's services rendered under this Agreement,
                  including, but not limited to:
                   1,       the raising of debt and/or equity capital and/or the dosing of a joint-venture
                            in order to:
                            a)         fund a plan of reorganh:ation ln the Bankn.Jptcy,
                            b)         refinance the Property,
                            c)         recap!ta!ize Company or an entity owned or controlled by
                                       Company,
                            d)         buy a!! or a portion of the secured debt currently encumbering the
                                       Property, and/or
                            e)         provide DIP flnandng; and/or
                   2.       the sale or transfer of title to one or more Properties.




                                                                                •·
The Club at Cordif!era
GA Keen Realty Advisors
June 13,2012
Poge2of17

ll.    Services and Fees

       A. Authority
                 1.       GA Keen Realty shall have the sole and exclusive authority to act as Company's
                          advisor (lnduding but not limit<:d to the "exclusive right to sell'' one or more of
                          the Properties) with respect to the services set forth in Section            below.
                          Company shaH retain the sole discretion to accept or reject any Transaction
                           proposaL
                 2.        !n order to coordinate our efforts with respect to a possible Transactlon,
                           during the term of this Agreement except with respect to:

                           a)         IMH Flmmclal Corporation (wlth whom Company shaU dea!
                                      d!rect!y),
                           b)         Current members of The Ciub at Cord!!lera,

                           c)         Company's secured and unsecured creditors,

                           d)         Cordillera Property Owner's Association (northside and southside),

                           e)         Cordillera Metro District,
                           f)         Jeffrey L. Rush and his affiliates,
                           g)         Universal Go!f and/or Dan Bennett and their respective affl!lates,
                                      and
                           h)         David A. Wilhelm and his affiilates,
                           nelther the Company nor any representative thereof {other than GA Keen
                           Realty) will initiate discussions with a counterparty regarding a Transaction
                           except through GA Keen Realty. If the Company or !ts management receives
                           an lnquiry regarding a Transaction from a party other than any of the above~
                           referenced exclusions, then Company wm promptly advise GA Keen Realty of
                           such inquiry in order that GA Keen Realty may evaluate the person making
                           such inquiry and its interest and assist the Company in any resulting
                           negotiations.

        B.      Service
                GA Keen Realty's representation of the Company in connection wlth the proposed
                Transaction wiH include, at the reasonable request or direction of the Company and in
                conjunction wlth the Company's legal and other advisors:
                 L         assisting Company ln developing and organizing due diligence materia!s and in
                           preparing an offering memorandum;
                 2.        developing, subject to Company*s review and approval, a marketing plan and
                           implementing each facet of the marketing plan;
                 3.        assisting Company in ldentifytng, contacting and screening potential parties to
                           a Transaction;
The Club at Cordfffera
GA Keen Realty Advisors
June 13,2012
Poge3of17

                4.        assisting Company in arranging for potential parties to a Transactlon to
                          conduct due diligence In connection with a potential Transaction and, as
                          appropriate, assisting the Company to prepare a due diligence data room and
                          to coordinate the due diligence investigations of potentia! parties to a
                          Transaction;
                 5,       communicating regularly with prospects and maintaining records of such
                          communications;
                 6.       communicating regutar!y with Company and its professional advisors in
                          connection with the status of its efrorts;
                 7.       advising Company on strategies for negotiating with the holders of existing
                          debt and other !iabHitles of the Company {the "Creditors"} and participating In
                          meetings or negotiations with the Creditors in connection with a Transaction;
                 8,       assisting the Company in evaluating, structuring, negotiating               and
                          implementing the terms and conditions of a proposed Transacdon;
                 9.       subject to separate agreement, providing testimony in court, on behalf of the
                          Company, as necessary and appropriate, subject to the terms of this
                          Agreement; and
                 10.      working wlth the attorneys responsible for the implementation of the
                          proposed Transaction, reviewing documents, negotiating and assisting in
                          resolving problems which may arise.
        C       Fees
                 L        Transaction Fee,
                          a}         As and when Company doses a Transaction, whether such
                                     Transaction ls completed individually or as part of a package or as
                                     part of a sale of all or a portion of Company's business or as part of
                                     a plan of reorganization, then GA Keen Realty shall have earned
                                     compensation per Transaction (the ''Transaction Fee") equal to:
                                    (}       With respect to equity and preferred equity, six percent
                                              (6%) of "Gross Proceeds'' (as defined below);
                                     (ll)     With respect to junior or mezzanine debt, four percent
                                              (4%) of Gross Proceeds;
                                     (Hi)     With respect to senior debt, two percent !2%) of Gross
                                              Proceeds; and/or
                                     (iv}     With respect to the sale of one or more Properties, five
                                              percent {5%) of Gross Proceeds,
                           The Transaction Fee shaH be reduced (and the Company shall receive a credit
                           for} the amount of any Minimum Transaction Fee earned and paid/payable to
                           GA Keen Realty.
                          b}          Exceptions:
The Club at Cordiliera
GA Keen Realty Advisors
June 13, 2012
Poge4of17

                          {i}     ln the event that !MH Financial Corporation doses a DIP
                                  financing with Company, then GA Keen Realty shaH not
                                  earn a Transadion Fee wlth respect to that Transaction
                                  but rather, GA Keen Realty wm be compensated via the
                                  "Min!mum Transaction Fee" referenced below.
                          (H)     Jn the event that Company sells aH or a portion of the
                                  Property to the members of The Club at CordiUera then
                                  GA Keen Realty shaH not eam a Transaction Fee with
                                  respect to that Transactions but rather, GA Keen Realty
                                  wiH be compensated via the "Minimum Transaction Fee"
                                  referenced below.
                          {ill}   !n the event that Company doses a DIP finandng with
                                  Alpine Bank or extends/modlfles the existing Indebtedness
                                  with Alpine Bank, then GA Keen Realty shalt not earn a
                                  Transaction Fee with respect to that Transactions but
                                  rather, GA Keen Realty wHI b~ compensated via the
                                  "Minimum Transaction Fee" referenc~d below.
                          {iv)    In the event that the Company sells (or enters into a joint
                                  venture with respect to), all or a portion of the Property to
                                  the CordH!era Property Owner's Association (northside or
                                  southside), and/or the Cordillera Metro District, then GA
                                  Keen Realty shall not earn a Transaction Fee with respect
                                  to that Transaction but rather, GA Keen Realty wW be
                                  compensated via the "Minimum Transaction Fee"
                                  referenced below.
                          {v)     !n the event that the Company sells a!! or a portion of the
                                  Property to UniversBI Golf and/or Dan Bennett and/or
                                  their respective affiliates Q! in the event that the Company
                                  doses a DtP financing with Universal Golf and/or Dan
                                  Bennett and/or their respective affiliates, then GA Keen
                                  Realty shaH not earn a Transaction Fee with respect to
                                  such Transaction but rather, GA Keen Realty wm be
                                  compensated via the "Minimum Transaction Fee•
                                  referenced below.
                          (vi)    In the event that the Company doses any Transactkm with
                                  .Jeffrey L. Rush and/or hls affHiates, then GA Keen Realty
                                  shall not earn a Transaction Fee with respect to that
                                  Transaction.
                          (vii)   In the event that the Company doses any transaction with
                                  David A. Wilhelm and/or his affmates, then GA Keen
                                  Realty shall not earn a Transaction Fee with respect to
                                  that Transaction.
The Club at Cord if!era
GA Keen Realty Advisors
June 13,2012
Page5of17

                  2.      "GrossProceeds":
                          a)         The calculation of "Gross Proceeds" shall include the sum of the
                                     total consideration transferred to, or for the benefit of, the
                                     Company and shall be cakulated to indude, but not be limited to:

                                    (i)      The total amount of cash (indudlng but not limited to
                                             escrowed funds/ securities, the repurchase or buyout of
                                             any options or warrants, any agreements or other
                                             property and any other consideration, including, without
                                             !Imitation, any contingent consideration, paid or payable,
                                             directly or lndlrect!y, in connection wlth a Transaction),
                                             debt and/or equity raised to fund a Transaction; and/or
                                    (tl)     The purchase prlce paid by a third party to acqu!re one or
                                             more Properties.
                          b)         The computation of Gross Proceeds as we!! as the computation of
                                     GA Keen Realty's fee shall not be affected by Company's !ega! fees,
                                     break-up fees, dosing costs and/or adjustments, and/or payments
                                     of whatever kind to lienholders, secured parties or offerors, nor GA
                                     Keen Realty's costs and expenses.
                          c)         The term ''Gross Proceedsu shaU spedfka!!y exdude any sums or
                                     other consideration paid or payable in connection with any of the
                                     existing and/or future lawsuits and other legal proceedings
                                     involving or relating to the Company and/or the Property.

                  3.      Minimum Transaction Fee.       At the conclusion of the "Term" (as defined
                          below), lf GA Keen Realty shall not have earned a minimum of three hundred
                          fifty thousand dollars ($350,000) of Transaction Fees (the "Minimum
                          Transaction Fee"), then, in that event, so !ong as GA Keen Realty is not in
                          default of this Agreement, then Company shall, within five days of lnvoklng,
                          pay GA Keen Realty the difference between the Minimum Transaction Fee,
                          less the amount of Transaction Fees earned by GA Keen Realty.

                  4.      A!! Transaction Fees sha!! be paid, in fuH, off the top, from the Transaction
                          proceeds or otherwise, simultaneously with the dosing or other
                          consummation of each Transaction. Company hereby authorizes and instructs
                          any escrow agent or counsel {without need for further authorization or
                          permission) to pay GA Keen Realty its Transaction Fees earned in strict
                          compliance with the provisions of this Agreement, time being of the essence,
                          directly from the proceeds of the Transaction, in full, simultaneously with the
                          dosing or other consummation of the Transaction. The rights provided by this
                          paragraph shall be deemed to supplement and not supersede other rights
                          provided toGA Keen Rea!ty.
                  5.      Survival; !f, within twelve (12) months of the expiration of the Term of this
                          Agreement~ Company execute and/or doses a Transactlon wlth a party
                          procured by GA Keen Rea!tv and disclosed in writing to the Company prior to




4837-51S1-i0S7A
The Club at Cordillera
GA Keen Realty Advisors
June 131 2012
Page6of17

                          the expiration of the Term, then GA Keen Realty shaH be entitled to a fee in
                          accordance with the terms ofth!s Agreement.

Ul.    Exeen~tes

       A.       All reasonable out of pocket costs and expenses incurred by GA Keen Realty Advisors in
                connection with performing the services required by this Agreement, induding but not
                limited to travet lodging, FedEx, postage, telephone charges, photocopying charges,
                and the fees and reasonable expenses of counsel, etc., shaH be bome by Company.

       B.       With regards to the marketing of the Properties, GA Keen Realty Advisors shaH prepare
                a marketing plan and budget. Following Company's approval of the budget, Company
                shall advance to GA Keen Rea~ty Advisors the budgeted amount and agrees to pay a!!
                approved, reasonable, additional costs and expenses within five (5) business days of
                the proper presentation of an invoke. GA Keen Rea!ty Advisors shall be under no
                ob!igation to incur marketing expenses untH such time as GA Keen Realty Advisors
                receives funds from Company.

       C.       Company shaH be responsible for ail out-ofwpocket due dl!lgence costs and expenses
                (such as updating tit!eJ surveys, environmental reports, etc.).

IV.    Company ResponsibiUties
       A.       Upon the Effective Date, Company wHI deliver toGA Keen Realty Advisors a ~ist of ;;;11
                brokers, principals, or other prospects who have expressed an interest in using or
                acquiring a Property.

        B.      With respect to the Properties, Company warrants and represents that it wi!l
                immediately inform GA Keen Rea!ty Advisors as to:

                   1.     any known or suspected risk of environmental hazard or contamination; and
                   2.     any known, existing or pending vlo!ation(s) of federal, state or !ott~!
                          environmental laws or regulations.

                Company sha!! have the continuing obligation to assess the accuracy of the
                representations contained herein and to advlse GA Keen Realty Advisors in writing as
                soon as it becomes aware of any inaccuracy, lnconslstency, incompleteness or change
                of circumstances and to correct same.        Additlona!!y, lf Company has ordered
                environmental reports or studies, as soon as such become avallab!e1 Company wiH
                immediately provide a true and complete copy of such reports to GA Keen Realty
                Advisors and GA Keen Realty Advlsors is hereby authorized to disseminate such reports
                to prospects.

        C       Company shaH deal with GA Keen Realty Advisors fairly and in good faith so as to allow
                GA Keen Realty Advisors to perform Its duties and earn the benefits of this Agreement
                and shall not interfere, prevent or prohibit GA Keen Realty Advisors, in any manner,
                prior to or during the Term of this Agreement from carrying out its duties and
                obligations under the Agreement.

        D.      Company shall make avallab!e to GA Keen Realty Advisors all information reasonably
                requested by GA Keen Realty Advisors for the purpose of enabling GA Keen Realty
                Advisors to perform its ob!lgations pursuant to this Agreement. A!! information
The Club at Cordillera
GA keen Realty Advisors
June 13, 2012
Page Jo/17

                provided by Company shall be mater1aUy accurate and complete at the time it ls
                furnished and Company shall, as soon as it becomes aware of any inaccuracy or
                incompleteness in any information then or later provided toGA Keen Realty Advisors,
                promptly advise GA Keen Realty Advisors in writing of such inaccuracy or
                incompleteness and correct the same, In performing its services hereunder, GA Keen
                Realty Advisors shall under all circumstances be entitled to rely upon and assume,
                without Independent verification, the accuracy and comp!eteness of ail information
                that has been furnished to it by, or on behalf of, the Company and shall have no
                obligation to verify the accuracy or completeness of any such information and shaH not
                be responsible for the inaccuracy or incompleteness of any information provided to GA
                Keen Realty Advisors.
        E.      tf and when Company becomes subject to the jurisdiction of the Bankruptcy Court/
                then within 3 business days Company shall file an application with the Bankruptcy
                Court for, and wm use its reasonable efforts to obtain, an Order. Wlth respect to the
                app!!catlon and Order:
                 1.       Company acknowledges that thls Agreement in lts entirety wm be attached to
                          and made a part of Company's appHcatlon to the Bankruptcy Court and will be
                          referenced to in the Order.
                 2.       The application shan seek an Order authorizing the employment of GA l<een as
                          of the date of this Agreement, as professional persons pursuant to Section 327
                          of the Code (with compensation subject to tM standard of review of
                          Section 32B{a} of the Code and not any other standard, inducing that provided
                          in Section330 of the Code). The employment application and the Order shall
                          be provided to GA Keen Realty Advisors sufficiently in advance of their filing,
                          and must be acceptable to GA Keen Realty Advisors in its sole discretion. !n
                          the event that the Bankruptcy Court does not enter an order acceptable to GA
                          Keen Realty Advisors, GA Keen Realty Advisors shaH have no further
                          obligations under the terms of this Agreement,
                 3.       An acceptable Order shaU include, without limitation, the following terms and
                          conditions:
                          a)         a finding that none of the fees payable toGA Keen Realty Advisors
                                     hereunder shaH constitute a "bonus" under applicable law;
                          b)         a finding that with respect to any success fees payable for the
                                     dosing of a Transaction, that GA Keen Realty Advisors is exempt
                                     from the requirement to keep time records;
                          c}         a finding that that all of GA Keen Rea!ty Advisors' fees and
                                     expenses shall be treated as administrative expense claims Jn the
                                     Company's bankruptcy case;
                          d)         a finding that a!i of GA Keen Realty Advisors' fees and expenses
                                     shaH be entitled to a carve-out for payment pursuant to Section
                                     506(c) of the Bankruptcy Code;
The Club at Cordiffera
GA Keen Realty Advisors
June 13, 2012
PageBo/17

                          e)         a finding that the terms and conditions of this Agreement are
                                     ''reasonable." if the Order authodzlng the employment of GA KeBn
                                     Realty Advisors ls obtained; Company shaH pay a!! fees and
                                     expenses as promptly as possible ln accordance with the terms of
                                     this Agreement and the Order.
                          f}         a statement that the Bankruptcy Court has and shail retain
                                     jurisdiction to hear and determine a!! matters arlsing from the
                                     implementation of this Agreement, and neither the Company nor
                                     GA Keen Realty Advisors shall be required to seek authorization
                                     from any other jurisdiction with respect to the relief granted by the
                                     Order approving this Agreement
                  4.      lf Company obtains an order of the Bankruptcy Court authorizing financing or
                          cash collateral use and such order requires the submission of a budget by
                          Company delineating its post~petition expenditures, such budget shall
                          expressly indude all amounts projected to be paid toGA Keen Realty Advisors
                          pursuant to the terms of this Agreement. !n addition, any stipulation or order
                          for financing or cash collateral use shall lndude all amounts to be paid to GA
                          Keen Realty Advisors pursuant to the terms of this Agreement among any
                          carve-out to be provided professionals in the Company's bankruptcy case.
                  5.      The terms of Section   are solely for the benefit and protection of GA Keen
                          Realty Advisors and may be waived, In whole or in part, only by GA Keen
                          Realty Advisors.

v.      Term of Agreement
        The term of GA Keen Realty Advisors' retention shaH be from the date of Company's execution
        of this Agreement through the confirmation of a plan of reorganization, the dosing of al!
        Transactions contemplated by th!s Agreement or for a period of twelve (12) months, whlchever
        comes first {"Term").
VI.     Dispute Resolution
        A.        Choice of Law; Jury TriaL This Agreement shaH be governed by, and construed ln
                  accordance with, the !aws of the State of New York, without regard to any prlndp!es of
                  confHct of laws, To the extent permitted by law, the parties to this Agreement waive
                  any right to tria! by jury !n any action, proceeding or counterclaim {whether based upon
                  contract, tort or otherwise} related to or arising out of the engagement of GA Keen
                  Rea!ty Advisors pursuant to, or the performance by GA Keen Realty Advisors of the
                  services contemplated by, this Agreement. The provisions of this section of the
                  Agreement shaH survive the termination of this Agreement
        B.        Attorney£ Fee5_. !f any party to thls Agreement brings an action directly or indirectly
                  based upon this Agreement or the matters contemplated hereby against any other
                  party, the prevailing party shaH be entitled to recover from the non·prevaiHng party, In
                  addition to any other appropriate amounts, its reasonable costs and expenses in
                  connection with such proceeding, indudlng, but not limited to, reasonable attorneys'




4837-51811087.4
The Club at Cordillera
GA keen Realty Advisors
June 13, 2012
Page9o[ll

                fees and arbitration and/or court costs. The provisions of this section of the Agreement
                shall survive the termination of this Agreement.
       c.       Jurisdiction.

                 1.       Arbitration. Unless and until Company becomes subject to the jurisdiction of a
                          Bankruptcy Court, any controversy or dalm arising out of or related or
                          pertaining to this Agreement or the services of GA Keen Realty Advisors, shall
                          be determined by arbitration upon the in!tlatlon of either party, and shall be
                          settled and conclusively resolved by a single, mutually-acceptable arbitrator
                          who shall be experienced in dosing Transactions. The cost of such arb)trator
                          shall be bome equally by the parties. The arbitration shall be conducted under
                          the auspices of, and subject to the rules of, the American Arbitration
                          Association under its Arbitration Rules for the Real Estate Industry. !f the
                          parties are unable to agree upon an arbitrator, the arbitrator shaH be selected
                          in accordance with AM rues. The arbltratlon shaH be conducted in New York,
                          New York, and the written decision of the arbitrator shall be fina! and binding
                          on the parties and enforceable in any court of competent jurisdiction. If the
                          dispute or controversy between the parties concerns the determination or
                          cak:u!atlon of fees payab!e to Consultant hereunder, Consultant and the
                          Company agree that the amounts in dispute sha!! be placed in a third party
                          escrow account pending the outcome of the arbitration (with any amounts not
                          in dispute being paid to Consultant pursuant to the terms of thls Agreement),
                          The provisions of this section of the Agreement shaH survive the termination
                          of this Agreement.

                 2.       Bankruptcy Court Jurisdiction. Once Company becomes subject to the
                          jurisdiction of a Bankruptcy Court, such court shan have and retain exdusive
                          jurisdiction to hear and determine a!! matters arising from the Implementation
                          or execution of this Agreement. Any and aH Issues, disputes, da!ms or tause:>
                          of action which relate or pertain to, or result or arise from, this Agreement or
                          GA Keen Realty Advisors' servlces hereunder, shall be settled by the
                          Bankruptcy Court. The Bankruptcy Court shall be limited to awarding
                          compensatory damages and the parties hereto hereby waive their right to
                          seek punitive, consequential, exemplary or simHar types of speda! damages.
VII.   Miscellaneous

       A.       !ndemnit;t, Contribution, Reimbursement, and Limitation of Liability. Company agrees
                to the indemnity, contribution, reimbursement and limitation of !labilities provisions as
                set forth ln Schedu!el attached hereto and incorporated by reference, The provisions
                of this section of the Agreement shall survive the termination of this Agreement
       B.       Relationship.
                 t        GA Keen Realty's ro!e shaH be solely as an advisor to Company and Company
                          shaH remain fully responsible for all decisions and matters as to which GA
                          Keen Realty's advice is sought. GA Keen Realty is assuming no management
                          responsibilities. GA Keen Realty's obligations to Company are contractual in
                          nature as expressly set forth in this Agreement and neither GA Keen Realty nor
The Club at Cordi!lero
GA Keen Realty Advisors
June 13, 2012
Page 10of17

                          any of its affiliates nor their respective members, officers, dlrectors,
                          employees, agents or representatives shaH have, with respect to this
                          Agreement. any fiduciary obligations to the Company or any other person. GA
                          Keen Realty is providing its services hereunder as an independent contractor
                          and the parties agree that this Agreement does not create an agency or
                          fiduciary relationship between GA Keen Realty and the Company. Company
                          acknowledges and agrees that its engagement of GA Keen Realty hereunder
                          does not and is not intended to confer rights upon any person not a party
                          hereto, including but not limited to any security holders or creditors of
                          Company,

                 2.       GA Keen Realty's duties hereunder nm so!ely to the Company. AH advice,
                          written or ora!, provided by GA Keen Realty to the Company pursuant to this
                          Agreement Is intended soie!y for the use and benefit of the Company, whkh
                          agrees that such advke may not be disdosed pub!idy or made available to
                          thlrd parties without the prior written consent of GA Keen Realty. GA Keen
                          Realty may condition the granting of such prior written consent upon
                          obtaining a non-reliance letter and release from any such third parties.
                 3.       The provisions of thls section of the Agreement shaH survive the termination
                          of this Agreement.

        C.      No Time Records, The services to be provided by GA Keen Realty pursuant to this
                Agreement are transactional in nature and GA Keen Realty wm not be blning Company
                by the hour nor keeping a record of its time spent on behalf of Company.
        D.      Notice. Any correspondence or required notice shaH be addressed as follows and shaH
                be sent by Certified Mai!, Return Receipt Requested, or by FedEx, either of which
                notices shall be supplemented by facsimile and/or email transmission, and shaH be
                effective as of the date of actual receipt of the Certified Mall or FedE)c Such notice
                shaH be addressed as follows:

                lf toGA Keen Realty, to: GA Keen Realty Advisors, LLC
                                                     1
                                         130 West 42m Street, Suite 1001
                                          New York, NY 10036
                                          ATTN: Harold Bordwin and Matt Bordwin
                                          Telephone: {646) 381-9222.
                                          Email: hbordwin@greatamerlcan.com and
                                          mbordwin@greatamerlcan.com

                 Wlth a copy to:          Gre<:1t American Group LLC
                                          9 Parkway North, Suite 300
                                          Deerfield, IL 60015
                                          Telephone~ {847) 444-1400
                                          Ema!!: mnaughton@greatamericpn.com
                                          ATTN: Mark Naughton
The Club at Cordillera
GA Keen Reolty Advisors
June 13, 2012
Poge 11 of 17

                   Jf to Company:          Cordl!!era Golf Club, LLC
                                           91 Main Street, Suite E202
                                           Edwards, CO 81632
                                           ATIN: Patrick Wilhelm
                                           Telephone: 970-569-6421/ Facsimile: 970~927~2834
                                            Emal!: pdwwilhelm@hotma!Lcom and
                                            dw!lhelm@windrose.com

                   With a copy to:        Foley & Lardner LLP
                                          402 West Broadway
                                          Suite 2100
                                          San Diago, Ca!ifom!a 92101·3542
                                          ATIN; Christopher Ce!entino
                                          Telephone: 619.685.4643/ Facsimile: 619.234.3510
                                          Email: ccelentino@fo!ey.com


        E.         Successors and Assigns. Upon the commencement of this Agreement, lt shaH be
                   binding upon and shall inure to the benefit of the parties hereto, their successors and
                   assigns. The provisions of this section of the Agreement shaH survive the termination
                   of this Agreement
        F.         Entire Agreement. This Agreement contains the entlre agreement between the partles
                   hereto, and no representations, inducements, promises or agreements, ora! or
                   otherwise, entered into prior to the execution of this Agreement wW a!ter the
                   covenants, agreements and undertakings herein set forth. This Agreement shaH not be
                   modified in any manner, except by an instrument !n wdting executed by the parties.

        G.         Change in ControL Company's ob!igatlons hereunder shaH survive any change ln
                   control or ownership of Company. !n the event the proceeding Is converted from the
                   Chapter 11 to Chapter 7, this Agreement sha!l remaln in fuH force and effect. The
                   provisions of this section of the Agreement shall survive the termlnatkm of this
                   Agreement.

        H.         Construction.
                    L       Headings in th!s Agreement are for convenience on!y and shaH not be used to
                            interpret or construe its provisions.

                    2.     This Agreement shall be construed fairly as to aU parties and there shall be no
                           presumption against the party who drafted this Agreement in the
                           interpretation of this Agreement. By executing or otherwise accepting this
                           Agreement, Company and GA Keen Realty acknowledge and represent that
                           they are represented by and have consulted with !ega! counsel with respect to
                           the terms and conditions contained herein.
        L          Force Majeure. GA Keen Realty shat! have no HabiHty for de!ays, failure ln performance,
                   or damages due to fire, explosion, Hghting, power surges or faHures, strikes or labor
                   disputes, water, acts of god, the elements, war, civil disturbances, acts of dvl! or
                   mi!itary authorltles, telecommunications failure, fue! or energy shortages, acts or



4B37-51f!i-i087A
The Club at Cordillera
GA Keen Realty Advisors
June 13,2012
Page 12 of 17

                omissions of communications carriers, or other causes beyond GA Keen Realty's control
                whether or not similar to the foregoing.
       J.       £1ectronk Communications. GA Keen Realty and Company may communicate by
                electronic mail or otherwise transmit documents in electronic form during the course
                of this engagement. The parties hereto accept the inherent risks of these forms of
                communication (induding the security risks of interception of or unauthorized access to
                such communkations, the risks of corruption of such communications and the risks of
                viruses or other harmful devices).
        It      Announcements. Upon the dosing of a Transaction, GA Keen Realty may, at its option
                and expense, p~ace announcements and advertisements or otherwise publicize GA
                Keen Realty's role {which may indude the reproduction of the Company's logo) on GA
                Keen Realty's internet web site and in such newspapers and pedodicals and ln its
                marketing materials as it may choose stating that GA Keen Realty has acted as advisor
                to the Company.
        L.          Mu!tip!e C!ients. From time to time, GA Keen Realty, or one of ltS related entitles/ may
                    and shall have the right to advise or provide services to several industry participants,
                    some of which may be competitors of the Company. The Company, its directors and
                    shareholders, waive any right to commence any action, suit or proceeding or make any
                    demand, complaint or da!m agalnst GA Keen Realty, its subsidiaries or affiliates, or
                    their partners, directors, officers or other personne!, that arises out of GA Keen
                    Realty's, or one of its re!ated entities', rlght to advise or provide services to Industry
                    competitors of the Company.
        M.          Counterparts. This Agreement may be executed in two or more counterparts, and by
                    the different parties hereto in separate counterparts, each of which when executed
                    shaH be deemed to be an original, but a!! of which taken together shall constitute one
                    and the same agreement. Facslmile and electronic transmission (inducting the email
                    delivery of documents in Adobe PDF format) of any signed original counterpart or
                    retransmission of any signed facsimile transmission shall be deemed the same as the
                    delivery of the original.
If the foregoing correctly sets forth the agreement between the Company and GA Keen Realty, please
sign and return the enclosed copy of this Agreement, whereupon it shall become our binding
agreement.

Very truly yours,


GA KEEN REALTY AOV~S, UC

By:
      H "o!d          , as Managing Director of Great --·-
             (Y

      American Group, LU::, the Managing Member of GA
      Keen Realty Advisors, LLC
The Club at Cordiflera
GA Keen Realty Advisors
June 13, 2012
Page 13 of 17

     Date:
The Club at CordiiJera
GA Keen Realty Advisors
June 13, 2012
Page 14 of 17

                           SCHEDUlE A

                            Properties

                          Attached hereto
SCHEDULE A


                                        LEGAL DESCRIPTlON


Parcel 1 (fee simple):

TRACT A,
CORDILLERA SUBDIVISION FILING NO. 14 THE CLUB COTTAGES, A RES UBDfVISIO
OF TRACTS B AND B-l, CORDILLERA SUBDIVISION FILING NO. 7,
According to the Amended Plat recorded October 18, 1994 in Book 652 at Page 841 as Recepti<
No. 548878.

COUNTY OF EAGLE
STATE OF COLORADO


Pan:el 2 (fee simple):

Parcels L-1 and L-2.
BEARCAT AT THE RANCH AT CORDILLERA.
CORDILLERA SUBDIVISION, FILING NO. 12.
According to the plat recorded August 30, 1994 in Book 648 at Page 856 as Reception No. 5448

COUNTY OF EAGLE
STATE OF COLORADO


Parcel 3 (fee simple):

Parcel L-3,
CORDILLERA SUBDIVISION. FILING NO. 28,
According to the Plat recorded June 9, 1997 in Book 728 at Page 915 as Reception No. 624877.

COUNTY OF EAGLE
STATE OF COLORADO


Parcel4 (fee simple):

Tracts.
CORDILLERA SUBDIVISION, FILING NO. 8.
According to the plat recorded June 24, 1993 in Book 6 I 2 at Page 307 as Reception No. 508384.

COUNTY OF EAGLE
STATE OF COLORADO
Pan:el 5 (fee simple):

Tracts T l, T2 and T3,
CORDiLLERA SUBDiVISION, FILING NO. l 0, TRACT T
A RESUDIVISION OF TRACT T
According to the plat recorded December 17,2004 as Reception No. 900959.

COUNTY OF EAGLE
STATE OF COLORADO


Parcel6 (fee simple):

Parcels W-1, W-2 and WA,
CORDILLERA SUBDIVISION, FILING NO. 41
according to the plat recorded June 19, 2000 as Reception No. 732428

COUNTY OF EAGLE
STATE OF COLORADO


Parcel7 (fee simple):

Parcel W-3,
CORDILLERA SUBDIVISION, FILING NO. 36, BLOCK 1, LOT 26,
according to the plat recorded December 5, 2001 as Reception No. 778130

COtJNTY OF EAGLE
STATE OF COLORADO


Parcel 8 (fee simple):

Tract P,
CORDll.LERA SUBDIVISION, FILING NO. 41
according to the plat recorded June 19. 2000 as Reception No. 7324::!8

COUNTY OF EAGLE
STATE OF COLOR. DO


Parcel ? {easement):

Tract V,
CORDILLERA SUBDIVISION, FILING NO. 41
according to the plat recorded June 19, 2000 as Reception No. 732428

COUNTY OF EAGLE
STATE OF COLORADO
Parcel lO (fee simple)!

Tract B,
CORDILLERA SUBDIVISION, FlUNG NO. 37,
according to the plat recorded February 8, 2000 as Reception No. 72'2159.

COUNTY Of EAGLE
STATE Of COLORADO


Parcel 11 (fee simple):

Tracl R-1,
CORDILLERA SUBDIV1SION, FILING NO. 44,
according to the plat recorded January !3, 2004 as Reception No. 864906.

COUNTY OF EAGLE
STATE Of COLORADO


Parcel 12 (fee simple}:

Tract B,
CORDILLERA SUBDIVISION, FIIJNG NO. 27
According to the Plat recorded June 9, 1997 in Book 728 at Page 914 as Reception No. 624876 and
the Correction Plat recorded May 26, 1998 as Reception No. 657679.

COUNTY OF EAGLE
STATE OF COLORADO.


 Parcel13 (easement):

 An easement estate as described in Warranty Deed recorded February 2, 2004 as Reception No.
 866472, described as follows:

 A permanent utility and access easement of varying width lying within and north of the right-of-way
 of Colorado State Highway 6 along the following described perimeter located in the Southeast
 Quarter of Section 36. T 4 S, R 83 W of the 6th P.M., with all bearings based on the Final Plat of St.
 Claire of Assisi Parish according to the Plat thereof as Recorded on October 29, 1996 in the office
 of the Eagle County Clerk and Recorder, Eagle County, Colorado at Book 709, Page 965 at
 Reception No. 605945, and with the perimeter of said easement being more particularly described
 as folfows:

 Commencing at a found CDOT-R.O.W. Monument on the south right"'{)f-way of State Highway 6,
 at station 1630+00. being a bras:> cap set in concrete, from which a similar CDOT-R.O. W.
 Monument at station !61!+00 bearsS. 57° 55' 11~ E. 1900.00 feet,
    thence along ~mid south right-of-wayS. 57"55' ll" E. 17.41 feet to the Point of Beginning;
    thence dcpaning said south right-of-way the following five (5) courses:

   I ) N. 30" 51' 25" E. t l. I0 feet;
   2) N. W' 20' 44" E. 79.91 feet;
   3) N. 57" 55' I l" W. !06.1 I feet;
   4) Along a curve to the right having an arc length of21 1.. 91 feet, a radius of 5693.00 feet and a
   central angle of 2" OT 58" with a chord bearing and distance of N. 56" 51' 12'' W. 2 I 1.90 feet~
   5) N. 26" 01' 30" E. !3. I3 feet; to the nonh right~of·way of said State Highway 6;
Thence along said north right-of-way, along a curve to the right, having an arc length of 83.73 feet,
a radius of 5680.00 feet and a central angle of oo 50' 41" w1th a chord bearing and distance of N 55°
20' 45" W. 83.73 feet;
thence departing said right-of-way the following thirteen ( 13) courses~

1) N. 35° 00' 00'' E. 62.84 feet;
2) N. 55° 00' 00" W. 20.00 feet;
3) N. 35°  oo·00" E. 50.00 feet;
4) S. 55" 00' 00" E. 93.00 feet;
5) S. 3511 00' 00" W. 78.00 feet;
6) S. 51 o 44' 40" E. 25.83 feet;
7)$.26"01' 30"W.14.l3feet:
8) S. 54" 21' 29" E. 54.81 feet;
9) S. ()(J<' 00' 00" E. 3.82 feet;
10) S. 55" 38' 28'' E. 135.03 feet;
11) S. 57° 55' 11" E. 123.14 feet;
12) S. 14" 20' 44" W. 98.80 feet;
13) S. 20° 51' 25" W. 1621 feet to the south right-of-way of said State Highway 6;
thence along said south right-of-way N. 57" 55' 10" W. 20.39 feet to the Point of Beginning.

COUNTY OF EAGLE
STATE OF COLORADO


Parcel14 (fee simple):

Tract1,
CORDilLERA VALLEY CLUB FILING NO. 1
According to the plat thereof recorded August 29. 1995 in Book 674 at Page 807 as Receplion No.
570822.

COUNTY OF EAGLE
STATE OF COLORADO


Parcel 15 (fee simple):

Tracrs I and H,
CORDll..LERA VALLEY CLUB FILJNG NO. 9, LEGACY TRAIL

 According to the plat thereof recorded July 15, 1998 as Reception No. 654885.

 COUNTY OF EAGLE
 STATE OF COLORADO

 and

Tract R,
 CORDILLERA VALLEY CLUB FIUNG NO.9. LEGACY TRAll.., TRACT R, .
 According to the plat recorded May 4, 1998 as Reception No. 654885 and the correction plat
recorded May 20, 2004 as Reception No. 877949.

COUNTY OF EAGLE
STATE OF COLORADO
Parcel 16 (fee simple):

Tract B,
CORDlLLERA SUBDIVISION FILING NO. l6.                                                 .   •
According to the final plat recorded August 19, 1994 in B.ook 648 at Page 202 aReceptwn ~o
544243 and correction plat recorded November 21, 1994 m Book 655 at Page 56"" as Reception
551596.

COUNTY OF EAGLE
STATE OF COLORADO


Parce117 (easement):

An easement for the purpose of constructing, installing. using maintaining: repairi~g and replac
from time to time the golf course related improvements as granted and delmeated m that Easem
Agreement recorded Dect:mber 18.2003 as Reception No. 862401 and re~recorded November t
2006 as Reception No. 200630398.

COUl'i'TY OF EAGLE
STATE OF COLORADO


Parcel 18 (fee simple):

Kensington Green Par 3 Maintenance Facility Lot,
CORDILLERA SUBDIVISION FlLlNG NO. 31.
According to the correction plat recorded September 8, 1998 as Reception No. 668666.

COUNTY OF EAGLE
STATE OF COLORADO


Parcel 19 {fee simple):
Tract A,
CORDILLERA SUBDlVlSION FILING NO. 31,
According to the correction plat recorded September 8. 1998 as Reception No. 668666.


Pan:ef 20 (easement):

Non~exclusive easement for access and use over those portions of the Common Area reasonable
necessary to the operation, maintenance, repair nnd replacement of the golf course.

Non-exclusive easement for overspf!iy of water from any irrigation system serving the go!J coun

Easement of access for the purpose of retrieving golf balls from bodies of water w1thin the Com!
Area lying within range of golf balls hit from the golf course.

AHa.<; granted and delineated in Article 13.5 (b) (c) and (d) of that Declaration of Covenants,
Conditions. and Restrictions for Cordillera Community Association ff1:orded June 29. 1()Q?. in R
Parcel21 {easement):

Non-exclusive easement for access and use over those portions of the
necessary to the operation, maintenance. repair and replacement of the

Non-exclusive easement for overspray of water from any irrigaiion sy!

Easement of access for the purpose of retrieving golf balls from bot.lie
Area lying within range of golf balls hit from the golf course.

AH as granted and delineated in Atticle 13.5 (b) (c) and (d) of that Cer
Amended and Restated Declaration of Covenants. Conditions and Res
recorded May 12, 1993 in Book 608 at Page 785 as Reception No. 5()£;


Parcel22 (easement}:

Non-exclusive easement for access and use over those portions of the
necessary to the operation, maintenance, repair and replacement of the

Non-exclusive easement for overspray of water from any irrigation sy::

Easement for the purpose of blending the grading of the golf t::ourse an
the clubhouse) with such Lots and Common Area and for grass soddin
borders of the golf course and related areas.

All as granted and delineated in Sections 8.12.2, 8.12.3 and 8.1 2.4 of t
Conditions and Restrictions and Easements of Blackhorse at CordiJ!er:
as Reception No. 771735.

 COUNTY OF EAGLE
 STATE OF COLORADO
EXHIBIT B




                             VALLEY COURSE WATER RlGHTS

       1.    Tne water ri~ts on Spring Creek ~"bed as follows:
                                               An.     • ti
                         iI                    ~p~pna on                        Adjudication
        Structure             Amount               ~                                 Date
        Groff Ditch               0.3 c.f.s.               4130/1885             12117/1889
        Groff Ditch               6.1 cJ.s.                9/9/1889              12/17/1889
                                                     i
       Groff Ditch~
       Cottonwood
       Enlargement
                                   LO c.f.s.
                                                     I     7/13/1990             i 2/3 "i/1991


Said two Groff Ditch water rights are subject to the terms and iimft:ations of the change
decree in Case No. 91-CW -034, including) but not tlmited to, the provisions of paragraphs
5, 6, and 7 of said decree. Said water rights are summartz:ed in Appendix A hereto.

       2.      The water rights on Bumison Creek (a/kla Beard Creek) a.flrl on Deadhorse Gulch
descnbed as follows:
                                                         Approprtat!on          Adjudication
      Structure                  Amount                      Oate                    Date
      Root Ditch                1.6 c.f.s.                 6/21/1901               6/4/1917
     Root Ditch-
      Reynolds                  1.0 cJ.s.                  7!27/1973             12/31/1982
     Enlargement

Said water rights are subject to the terms and limitations of the change decree In Case No.
91-CW-034, including, but not limned to, the provisions of paragraphs 5, 6 and 7 of said
decree. Said water lights ate summartz:ed in Appendix A hereto.

         3.    Those absolute and oond.i:tional water rights decreed to Cordillera V ell ey Club Golf
Collt"Se Pond No. l, Cordillera Valley Club Golf Course Pond No. 2, Cordillera Val~ey Ciub
Golf C-:>urse Pond No.3, Cordillera Valiey Club Golf Course Pond No, 4, and Cordillera
Valley Club Golf Course Pond No.5, in CaSe No. 91-GW-033, on December 8, 1992., by
the District Court in and for Water Division No.5, State of Colorado. The decree for said
water rights is summarized in Appendix B.

       4.      Toat conditiona1 vtate;r right decreed to the Cottonwood Pump and Pipeline, in Case
No. 91-CW-033, on December 8, 1992, by the D!strtct Court in and for Water Divtsbn No.5,
State of Colorado. Tne decree for said water right is summarized In Appendix C.

       5.      Agreement, amongst Cordmera Valiey Ciub investors Limned Partnership,



                                               B-1
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204
10000001204

More Related Content

What's hot

10000001240
1000000124010000001240
10000001240
CourtReads
 
MINING INDUSTRY: A critical analysis through application of Rule 12(10) of MC...
MINING INDUSTRY: A critical analysis through application of Rule 12(10) of MC...MINING INDUSTRY: A critical analysis through application of Rule 12(10) of MC...
MINING INDUSTRY: A critical analysis through application of Rule 12(10) of MC...
Biswajit Das
 
10000001209
1000000120910000001209
10000001209
CourtReads
 
10000001212
1000000121210000001212
10000001212
CourtReads
 
Doc962 freeman group motion compromise & settlement_ a walk-away
Doc962 freeman group motion compromise & settlement_ a walk-awayDoc962 freeman group motion compromise & settlement_ a walk-away
Doc962 freeman group motion compromise & settlement_ a walk-away
malp2009
 
10000001241
1000000124110000001241
10000001241
CourtReads
 
10000001244
1000000124410000001244
10000001244
CourtReads
 
1-D. AlstonWritingSample FinalPaper BankruptcyLaw 141219
1-D. AlstonWritingSample FinalPaper BankruptcyLaw 1412191-D. AlstonWritingSample FinalPaper BankruptcyLaw 141219
1-D. AlstonWritingSample FinalPaper BankruptcyLaw 141219
Alson Alston
 
B178942 sulphur v knapp petersen clarke
B178942 sulphur v knapp petersen clarkeB178942 sulphur v knapp petersen clarke
B178942 sulphur v knapp petersen clarke
jamesmaredmond
 
10000000012
1000000001210000000012
10000000012
Randall Reese
 
10000001246
1000000124610000001246
10000001246
CourtReads
 
10000001243
1000000124310000001243
10000001243
CourtReads
 
01 37-2013-00058302-cu-bc-ctl roa-24-10-28-13_opposition_other_to_plaintiff...
01   37-2013-00058302-cu-bc-ctl roa-24-10-28-13_opposition_other_to_plaintiff...01   37-2013-00058302-cu-bc-ctl roa-24-10-28-13_opposition_other_to_plaintiff...
01 37-2013-00058302-cu-bc-ctl roa-24-10-28-13_opposition_other_to_plaintiff...
Norman Gates
 
Devonshire pga plan support agreement
Devonshire pga plan support agreementDevonshire pga plan support agreement
Devonshire pga plan support agreement
Randall Reese
 
Motion to amend judgment points &amp; authorities- signed
Motion to amend judgment  points &amp; authorities- signedMotion to amend judgment  points &amp; authorities- signed
Motion to amend judgment points &amp; authorities- signed
jamesmaredmond
 
Treasury GSE Credit Facility Agreement
Treasury GSE Credit Facility AgreementTreasury GSE Credit Facility Agreement
Treasury GSE Credit Facility Agreement
finance6
 
10000000031
1000000003110000000031
10000000031
Randall Reese
 
American beauty homes corp
American beauty homes corpAmerican beauty homes corp
American beauty homes corp
OldLouisvilleZoning
 
Slater v. commissioner
Slater v. commissionerSlater v. commissioner
Slater v. commissioner
jrbampfield
 

What's hot (19)

10000001240
1000000124010000001240
10000001240
 
MINING INDUSTRY: A critical analysis through application of Rule 12(10) of MC...
MINING INDUSTRY: A critical analysis through application of Rule 12(10) of MC...MINING INDUSTRY: A critical analysis through application of Rule 12(10) of MC...
MINING INDUSTRY: A critical analysis through application of Rule 12(10) of MC...
 
10000001209
1000000120910000001209
10000001209
 
10000001212
1000000121210000001212
10000001212
 
Doc962 freeman group motion compromise & settlement_ a walk-away
Doc962 freeman group motion compromise & settlement_ a walk-awayDoc962 freeman group motion compromise & settlement_ a walk-away
Doc962 freeman group motion compromise & settlement_ a walk-away
 
10000001241
1000000124110000001241
10000001241
 
10000001244
1000000124410000001244
10000001244
 
1-D. AlstonWritingSample FinalPaper BankruptcyLaw 141219
1-D. AlstonWritingSample FinalPaper BankruptcyLaw 1412191-D. AlstonWritingSample FinalPaper BankruptcyLaw 141219
1-D. AlstonWritingSample FinalPaper BankruptcyLaw 141219
 
B178942 sulphur v knapp petersen clarke
B178942 sulphur v knapp petersen clarkeB178942 sulphur v knapp petersen clarke
B178942 sulphur v knapp petersen clarke
 
10000000012
1000000001210000000012
10000000012
 
10000001246
1000000124610000001246
10000001246
 
10000001243
1000000124310000001243
10000001243
 
01 37-2013-00058302-cu-bc-ctl roa-24-10-28-13_opposition_other_to_plaintiff...
01   37-2013-00058302-cu-bc-ctl roa-24-10-28-13_opposition_other_to_plaintiff...01   37-2013-00058302-cu-bc-ctl roa-24-10-28-13_opposition_other_to_plaintiff...
01 37-2013-00058302-cu-bc-ctl roa-24-10-28-13_opposition_other_to_plaintiff...
 
Devonshire pga plan support agreement
Devonshire pga plan support agreementDevonshire pga plan support agreement
Devonshire pga plan support agreement
 
Motion to amend judgment points &amp; authorities- signed
Motion to amend judgment  points &amp; authorities- signedMotion to amend judgment  points &amp; authorities- signed
Motion to amend judgment points &amp; authorities- signed
 
Treasury GSE Credit Facility Agreement
Treasury GSE Credit Facility AgreementTreasury GSE Credit Facility Agreement
Treasury GSE Credit Facility Agreement
 
10000000031
1000000003110000000031
10000000031
 
American beauty homes corp
American beauty homes corpAmerican beauty homes corp
American beauty homes corp
 
Slater v. commissioner
Slater v. commissionerSlater v. commissioner
Slater v. commissioner
 

Viewers also liked

Building on a Common(s) base: Sustainable Distro based development
Building on a Common(s) base: Sustainable Distro based developmentBuilding on a Common(s) base: Sustainable Distro based development
Building on a Common(s) base: Sustainable Distro based development
Stuart Clark
 
Flat out crazy ee motion
Flat out crazy ee motionFlat out crazy ee motion
Flat out crazy ee motion
CourtReads
 
Brown publishing schedules
Brown publishing schedulesBrown publishing schedules
Brown publishing schedules
CourtReads
 
Flat out crazy petition
Flat out crazy petitionFlat out crazy petition
Flat out crazy petition
CourtReads
 
Lodgenet petition
Lodgenet petitionLodgenet petition
Lodgenet petition
CourtReads
 
Lodgenet first day decl
Lodgenet first day declLodgenet first day decl
Lodgenet first day decl
CourtReads
 

Viewers also liked (6)

Building on a Common(s) base: Sustainable Distro based development
Building on a Common(s) base: Sustainable Distro based developmentBuilding on a Common(s) base: Sustainable Distro based development
Building on a Common(s) base: Sustainable Distro based development
 
Flat out crazy ee motion
Flat out crazy ee motionFlat out crazy ee motion
Flat out crazy ee motion
 
Brown publishing schedules
Brown publishing schedulesBrown publishing schedules
Brown publishing schedules
 
Flat out crazy petition
Flat out crazy petitionFlat out crazy petition
Flat out crazy petition
 
Lodgenet petition
Lodgenet petitionLodgenet petition
Lodgenet petition
 
Lodgenet first day decl
Lodgenet first day declLodgenet first day decl
Lodgenet first day decl
 

Similar to 10000001204

10000001200
1000000120010000001200
10000001200
CourtReads
 
Heath Global - 492_B.R._650
Heath Global - 492_B.R._650Heath Global - 492_B.R._650
Heath Global - 492_B.R._650
James Glucksman
 
Lodgenet plan
Lodgenet planLodgenet plan
Lodgenet plan
CourtReads
 
Doc770 order confirming trustee's amended plan of liquidation for the debtor
Doc770 order confirming trustee's amended plan of liquidation for the debtorDoc770 order confirming trustee's amended plan of liquidation for the debtor
Doc770 order confirming trustee's amended plan of liquidation for the debtor
malp2009
 
10000000050
1000000005010000000050
10000000050
Randall Reese
 
NBI, Inc. and William J. Amann, Esq. presents: The Automatic Stay and Bank...
NBI, Inc. and William J. Amann, Esq. presents:  The  Automatic  Stay and Bank...NBI, Inc. and William J. Amann, Esq. presents:  The  Automatic  Stay and Bank...
NBI, Inc. and William J. Amann, Esq. presents: The Automatic Stay and Bank...
William J. Amann
 
NBI Auto Stay April 2016
NBI Auto Stay April 2016NBI Auto Stay April 2016
NBI Auto Stay April 2016
William J. Amann
 
Patriot coal backstop purchase agreement
Patriot coal backstop purchase agreementPatriot coal backstop purchase agreement
Patriot coal backstop purchase agreement
Randall Reese
 
10000000032
1000000003210000000032
10000000032
Randall Reese
 
10000000028
1000000002810000000028
10000000028
Randall Reese
 
Disqualifying Votes on Chapter 11 Plans
Disqualifying Votes on Chapter 11 PlansDisqualifying Votes on Chapter 11 Plans
Disqualifying Votes on Chapter 11 Plans
David S. Kupetz
 
10000000010
1000000001010000000010
10000000010
Randall Reese
 
091007 Complaint D E 2 10 07 09 Draft Final
091007  Complaint  D E 2   10 07 09  Draft    Final091007  Complaint  D E 2   10 07 09  Draft    Final
091007 Complaint D E 2 10 07 09 Draft Final
jsanchelima
 
United Western Bank v Office of Thrift Supervision-1
United Western Bank v Office of Thrift Supervision-1United Western Bank v Office of Thrift Supervision-1
United Western Bank v Office of Thrift Supervision-1
Liana Prieto
 
Doc723 motion to vacate claims & stay further proceeding
Doc723 motion to vacate claims & stay further proceedingDoc723 motion to vacate claims & stay further proceeding
Doc723 motion to vacate claims & stay further proceeding
malp2009
 
Mc clanahan v. commissioner
Mc clanahan v. commissionerMc clanahan v. commissioner
Mc clanahan v. commissioner
jrbampfield
 
2009.08.07 nance sued by Introgen debtors for excessive expenditures
2009.08.07 nance sued by Introgen debtors for excessive expenditures2009.08.07 nance sued by Introgen debtors for excessive expenditures
2009.08.07 nance sued by Introgen debtors for excessive expenditures
Hindenburg Research
 
Doc1039 motion granted robert oneil_paul ballard_todd hickman_seeking approva...
Doc1039 motion granted robert oneil_paul ballard_todd hickman_seeking approva...Doc1039 motion granted robert oneil_paul ballard_todd hickman_seeking approva...
Doc1039 motion granted robert oneil_paul ballard_todd hickman_seeking approva...
malp2009
 
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
Law Office of Ann N. Nguyen
 
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
Law Office of Ann N. Nguyen
 

Similar to 10000001204 (20)

10000001200
1000000120010000001200
10000001200
 
Heath Global - 492_B.R._650
Heath Global - 492_B.R._650Heath Global - 492_B.R._650
Heath Global - 492_B.R._650
 
Lodgenet plan
Lodgenet planLodgenet plan
Lodgenet plan
 
Doc770 order confirming trustee's amended plan of liquidation for the debtor
Doc770 order confirming trustee's amended plan of liquidation for the debtorDoc770 order confirming trustee's amended plan of liquidation for the debtor
Doc770 order confirming trustee's amended plan of liquidation for the debtor
 
10000000050
1000000005010000000050
10000000050
 
NBI, Inc. and William J. Amann, Esq. presents: The Automatic Stay and Bank...
NBI, Inc. and William J. Amann, Esq. presents:  The  Automatic  Stay and Bank...NBI, Inc. and William J. Amann, Esq. presents:  The  Automatic  Stay and Bank...
NBI, Inc. and William J. Amann, Esq. presents: The Automatic Stay and Bank...
 
NBI Auto Stay April 2016
NBI Auto Stay April 2016NBI Auto Stay April 2016
NBI Auto Stay April 2016
 
Patriot coal backstop purchase agreement
Patriot coal backstop purchase agreementPatriot coal backstop purchase agreement
Patriot coal backstop purchase agreement
 
10000000032
1000000003210000000032
10000000032
 
10000000028
1000000002810000000028
10000000028
 
Disqualifying Votes on Chapter 11 Plans
Disqualifying Votes on Chapter 11 PlansDisqualifying Votes on Chapter 11 Plans
Disqualifying Votes on Chapter 11 Plans
 
10000000010
1000000001010000000010
10000000010
 
091007 Complaint D E 2 10 07 09 Draft Final
091007  Complaint  D E 2   10 07 09  Draft    Final091007  Complaint  D E 2   10 07 09  Draft    Final
091007 Complaint D E 2 10 07 09 Draft Final
 
United Western Bank v Office of Thrift Supervision-1
United Western Bank v Office of Thrift Supervision-1United Western Bank v Office of Thrift Supervision-1
United Western Bank v Office of Thrift Supervision-1
 
Doc723 motion to vacate claims & stay further proceeding
Doc723 motion to vacate claims & stay further proceedingDoc723 motion to vacate claims & stay further proceeding
Doc723 motion to vacate claims & stay further proceeding
 
Mc clanahan v. commissioner
Mc clanahan v. commissionerMc clanahan v. commissioner
Mc clanahan v. commissioner
 
2009.08.07 nance sued by Introgen debtors for excessive expenditures
2009.08.07 nance sued by Introgen debtors for excessive expenditures2009.08.07 nance sued by Introgen debtors for excessive expenditures
2009.08.07 nance sued by Introgen debtors for excessive expenditures
 
Doc1039 motion granted robert oneil_paul ballard_todd hickman_seeking approva...
Doc1039 motion granted robert oneil_paul ballard_todd hickman_seeking approva...Doc1039 motion granted robert oneil_paul ballard_todd hickman_seeking approva...
Doc1039 motion granted robert oneil_paul ballard_todd hickman_seeking approva...
 
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
 
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
Loan Modification and Bankruptcy Basics Powerpoint Slideshow 2009 NCVAA
 

More from CourtReads

Lodgenet disclosure statement
Lodgenet disclosure statementLodgenet disclosure statement
Lodgenet disclosure statement
CourtReads
 
Flat out crazy first day decl
Flat out crazy first day declFlat out crazy first day decl
Flat out crazy first day decl
CourtReads
 
Atari critical vendor motion
Atari critical vendor motionAtari critical vendor motion
Atari critical vendor motion
CourtReads
 
Atari petition
Atari petitionAtari petition
Atari petition
CourtReads
 
Lyon workspace petition
Lyon workspace petitionLyon workspace petition
Lyon workspace petition
CourtReads
 
Lyon workspace employee motion
Lyon workspace employee motionLyon workspace employee motion
Lyon workspace employee motion
CourtReads
 
10000001247
1000000124710000001247
10000001247
CourtReads
 
10000001245
1000000124510000001245
10000001245
CourtReads
 
10000001242
1000000124210000001242
10000001242
CourtReads
 
10000001239
1000000123910000001239
10000001239
CourtReads
 
10000001236
1000000123610000001236
10000001236
CourtReads
 
10000001235
1000000123510000001235
10000001235
CourtReads
 
10000001234
1000000123410000001234
10000001234
CourtReads
 
10000001233
1000000123310000001233
10000001233
CourtReads
 
10000001232
1000000123210000001232
10000001232
CourtReads
 
10000001231
1000000123110000001231
10000001231
CourtReads
 
10000001230
1000000123010000001230
10000001230
CourtReads
 

More from CourtReads (17)

Lodgenet disclosure statement
Lodgenet disclosure statementLodgenet disclosure statement
Lodgenet disclosure statement
 
Flat out crazy first day decl
Flat out crazy first day declFlat out crazy first day decl
Flat out crazy first day decl
 
Atari critical vendor motion
Atari critical vendor motionAtari critical vendor motion
Atari critical vendor motion
 
Atari petition
Atari petitionAtari petition
Atari petition
 
Lyon workspace petition
Lyon workspace petitionLyon workspace petition
Lyon workspace petition
 
Lyon workspace employee motion
Lyon workspace employee motionLyon workspace employee motion
Lyon workspace employee motion
 
10000001247
1000000124710000001247
10000001247
 
10000001245
1000000124510000001245
10000001245
 
10000001242
1000000124210000001242
10000001242
 
10000001239
1000000123910000001239
10000001239
 
10000001236
1000000123610000001236
10000001236
 
10000001235
1000000123510000001235
10000001235
 
10000001234
1000000123410000001234
10000001234
 
10000001233
1000000123310000001233
10000001233
 
10000001232
1000000123210000001232
10000001232
 
10000001231
1000000123110000001231
10000001231
 
10000001230
1000000123010000001230
10000001230
 

10000001204

  • 1. 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) DEBTOR'S APPLICATION FOR AN ORDER (I) AUTHORIZING RETENTION OF GA KEEN REALTY ADVISORS, LLC AS REAL ESTATE ADVISOR FOR THE DEBTOR AND DEBTOR IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN REQUIREMENTS OF LOCAL RULE 2016-2 Cordillera Golf Club, LLC, dba The Club at Cordillera, the debtor and debtor in possession in the above-captioned case (the "Debtor"), by and through its proposed undersigned counsel, hereby submits this application (the "Application") for entry of an order, substantially in the form attached hereto as Exhibit B (the "Order"), pursuant to sections 327(a) and 328(a) of title 11 ofthe United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code") and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 2014-1 ofthe Local Rules ofBankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), authorizing the retention and employment of GA Keen Realty Advisors, LLC ("GA Keen Realty") as real estate advisor to the Debtor nunc pro tunc to the Petition Date (as defined below). Additionally, the Debtor requests a waiver of certain requirements of Rule 2016-2 of the Local Rules, as more fully set out below. In support of the Application, the Debtor relies upon the Declaration ofDisinterestedness of GA Keen Realty Advisors, LLC and Great American Group, LLC its Managing Member (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. 01:12239656.9
  • 2. "Declaration"), attached hereto as Exhibit A. In further support of the Application, the Debtor respectfully states 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 of Reference 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 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 sections 327(a) and 328(a) of the Bankruptcy Code and Bankruptcy Rules 2014 and 2016 and Local Rules 2014-1 and 2016-2. GENERAL 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 1107(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 11 Petitions 01:12239656.9 4
  • 3. and First Day Relief[Docket No. 2] (the "First Day Declaration"), filed on the Petition Date and incorporated by reference herein.2 RELIEF REQUESTED 5. The Debtor has determined, in its business judgment, that it has a need for a qualified real estate professional to assess the highest and best use of real property that the Debtor owns in fee (collectively, the "Owned Property") and to assist the Debtor with respect to the matter set forth in ,-r 10 hereof. 3 The Debtor has also determined that, in its sound business judgment, the retention and employment of GA Keen Realty, who has substantial experience in handling real estate and consulting matters in the chapter 11 context, will provide substantial benefit to the estate because GA Keen Realty is well suited to assist the Debtor and handle the capital infusion need for its business. Accordingly, the Debtor seeks to employ and retain GA Keen Realty on the terms and conditions set forth in the retention agreement dated June 13, 2012 (the "Retention Agreement"), a copy of which is attached hereto as Exhibit C. BASIS FOR THE RELIEF REQUESTED 6. Bankruptcy Code section 327(a) provides, in relevant part, as follows: [T]he trustee, with the court's approval, may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the trustee in carrying out the trustee's duties under this title. 11 U.S.C. § 327(a). 7. Bankruptcy Code section 328(a) provides, in relevant part, as follows: 2Capitalized terms not otherwise defmed herein shall have the meaning attributed to them in the First Day Declaration. 3 A comprehensive list of the Owned Property is attached as Exhibit A to the Retention Agreement. 01:12239656.9 5
  • 4. The trustee ... with the court's approval, may employ or authorize the employment of a professional person under section 327 ... of this title ... on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. Notwithstanding such terms and conditions, the court may allow compensation different from the compensation provided under such terms and conditions after the conclusion of such employment, if such terms and conditions prove to have been improvident in light of developments not capable of being anticipated at the time of the fixing of such terms and conditions. 11 U.S.C. § 328(a). 8. Bankruptcy Rule 2014 provides, in relevant part, as follows: An order approving the employment of. . . auctioneers ... pursuant to § 327 ... of the Code shall be made only on application of the trustee or committee. Fed R. Bankr. P. 2014 9. GA Keen Realty is qualified to serve as the Debtor's real estate advisor in this chapter 11 case. GA Keen Realty, its principals, and/or its predecessor entities has served as real estate advisor and consultant for over 30 years and has a significant knowledge ofthe Debtor's real estate. GA Keen Realty has been working with the Debtor since May 2012 and, as noted above, signed the Retention Agreement with the Debtor on June 13, 2012. GA Keen Realty has an understanding of the Debtor's real estate and the Debtor's business and has access to sources of capital for the Debtor's business. Generally, GA Keen Realty has experience in virtually all aspects of the finance of real property and in advising companies with respect thereto. Further, GA Keen Realty, its professionals, and/or predecessor entities frequently serve as real estate advisors to debtors or other constituents in other large bankruptcy cases in Delaware and other jurisdictions, including: Friendly Ice Cream Corporation, Service Merchandise Company, The Penn Traffic Company, Brown Schools, Bruener Home Furnishings, Cable & Wireless, and Montgomery Ward, to name a few. 01:12239656.9 6
  • 5. 10. The Debtor intends to employ GA Keen Realty on the terms and conditions set forth in the Retention Agreement to provide various services related to potential transactions, including, but not limited to: (1) the raising of debt and/or equity capital and/or the closing of a joint-venture in order to (a) fund a plan of reorganization, (b) refinance the Owned Property, (c) recapitalize the Debtor or an entity owned or controlled by the Debtor, (d) buy all or a portion of the secured debt currently encumbering the Owned Property, and/or (e) provide DIP financing and/or, if warranted and appropriate under the circumstances, (2) the sale or transfer of title of one or more Owned Properties. 4 More specifically, GA Keen Realty's services may include, but are not limited to, the following: • Assisting the Debtor in developing and organizing due diligence materials and in preparing an offering memorandum; • Developing, subject to the Debtor's review and approval, a financing plan and implementing each facet of the financing plan; • Assisting the Debtor in identifying, contacting, and screening potential parties to a transaction; • Assisting the Debtor in arranging for potential parties to a transaction to conduct due diligence in connection with a potential transaction and, as appropriate, assisting the Debtor to prepare a due diligence data room and to coordinate the due diligence investigations of potential parties to a transaction; • Communicating regularly with prospects and maintaining records of such communications; 4 All descriptions of the terms of the Retention Agreement are provided in the Application for convenience only and are qualified by the terms of the Retention Agreement. In the event of a conflict between the terms of the Retention Agreement and the Application, the Retention Agreement shall control. Parties are strongly encouraged to read the Retention Agreement. 01:12239656.9 7
  • 6. Communicating regularly with the Debtor and its professional advisors in connection with the status of its efforts; • Advising the Debtor on strategies for negotiating with creditors and participating in meetings or negotiations with creditors in connection with a transaction; • Assisting the Debtor in evaluating, structuring, negotiating, and implementing the terms and conditions of a proposed transaction; • Subject to a separate agreement, providing testimony in court, on behalf of the Debtor, as necessary and appropriate; and • Working with the attorneys responsible for the implementation of the proposed transaction, reviewing documents, negotiating and assisting in resolving problems that may arise. 11. Pursuant to the terms of the Retention Agreement, GA Keen Realty will receive compensation in the form of an incentive-based transaction fee (the "Transaction Fee"). The Transaction Fee is summarized below: (i) Transaction Fee: When the Debtor closes a transaction, subject to certain exceptions described in the Retention Agreement, GA Keen Realty shall have earned compensation per transaction equal to: (a) With respect to equity and preferred equity, six percent (6%) of Gross Proceeds (as defined in the Retention Agreement); (b) With respect to junior or mezzanine debt, four percent (4%) of Gross Proceeds; (c) With respect to senior debt, two percent (2%) of Gross Proceeds; and/or (d) With respect to the sale of one or more properties, five percent ( 5%) of Gross Proceeds. (ii) Minimum Transaction Fee: At conclusion of the Term (as defined in the 01:12239656.9 8
  • 7. Retention Agreement), if GA Keen Realty has not earned a minimum of $350,000 (the "Minimum Transaction Fee"), then the Debtor shall pay GA Keen Realty the difference between the Minimum Transaction Fee and the amount of Transaction Fees earned by GA Keen Realty. The Retention Agreement also provides that the Debtor will reimburse GA Keen Realty for its reasonable and necessary out-of-pocket expenses. 12. The incentive-based fee is appropriate under section 328(a) of the Bankruptcy Code. The Debtor submits that the rate ofGA Keen Realty's fees is appropriate and is in an amount typical of GA Keen Realty's relationships with its other clients, in and out of chapter 11 proceedings. 13. Additionally, the Debtor requests a waiver of the application and information requirements of Local Rule 2016-2(d). GA Keen Realty seeks compensation on an incentive-fee basis. These fees are customary for the services provided by GA Keen Realty to chapter 11 debtors in the ordinary course of GA Keen Realty's business and in the commercial real estate industry. As such, submission of detailed time entry is unnecessary and would be unduly burdensome to GA Keen Realty. Accordingly, the Debtor requests that the requirements of Local Rule 2016-2(d) be waived pursuant to Local Rule 2016-2(g). 14. Given the transactional nature ofGA Keen Realty's services and fee structure, GA Keen Realty has advised the Debtor that it seeks relief from complying with fee application requirements and shall be compensated in accordance with the procedures set forth in the Application and Retention Agreement and such procedures as may be fixed by order of this Court. Given the transactional nature ofGA Keen Realty's engagement and subject to Court approval, GA Keen Realty will not be billing the Debtor by the hour and will not be keeping 01:12239656.9 9
  • 8. records of time spent for professional services rendered in this chapter 11 case. GA Keen Realty will, however, be keeping reasonably detailed descriptions of the services that were rendered pursuant to its engagement. GA Keen Realty has already been successful in arranging a DIP financing commitment for the Debtor. 15. To the best of the Debtor's knowledge, information and belief, other than as set forth herein or in the Declaration, GA Keen Realty has not represented and has no relationship with: (i) the Debtor; (ii) the Debtor's twenty largest unsecured creditors; (iii) the Debtor's member or manager; (iv) the Debtor's prepetition secured lender; (v) the Debtor's proposed post-petition secured lender; (vi) the Official Committee of Unsecured Creditors; (vii) the respective attorneys and accountants of any of the foregoing; or (viii) the United States Trustee or any person employed in the Office of the United States Trustee for the District of Delaware, in any matter relating to this case. 16. Additionally, other than as set forth herein or in the Declaration, GA Keen Realty believes it: (a) neither holds nor represents any interest adverse to the Debtor or the Debtor's estate on matters for which it is to be retained; (b) has no prior connection with the Debtor, its creditors or any other party in interest; and (c) is a "disinterested" person as such term is defined in section 101(14) ofthe Bankruptcy Code. 17. Pursuant to the terms of the Retention Agreement, the Debtor has agreed to indemnify and hold harmless GA Keen Realty, Great American Group, LLC, their respective affiliates, and their respective directors, officers, employees, agents, representatives, and controlling persons (collectively, the "Indemnified Parties"). Notwithstanding the terms of the Retention Agreement, the Debtor's indemnification obligations shall be modified as follows: (a) The Indemnified Parties shall not be entitled to indemnification, contribution, or reimbursement for services other than the services 01:12239656.9 10
  • 9. provided under the Retention Agreement, unless such services and the indemnification, contribution, or reimbursement therefor are provided for in the Retention Agreement and approved by the Court; (b) Notwithstanding anything to the contrary in the Retention Agreement, the Debtor shall have no obligation to indemnify any person, or provide contribution or reimbursement to an Indemnified Party, for any claim or expense that is either: (i) judicially determined (the determination having become final and no longer subject to appeal) to have arisen from an Indemnified Party's gross negligence or willful misconduct; (ii) for a contractual dispute in which the Debtor alleges the breach of an Indemnified Party's contractual obligations unless the Court determines that indemnification, contribution, or reimbursement would be permissible pursuant to In reUnited Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii), but determined by this Court, after notice and a hearing, to be a claim or expense for which an Indemnified Party should not receive indemnity, contribution, or reimbursement under the terms of the Retention Agreement as modified by this Order; and (c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in this case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing this chapter 11 case, an Indemnified Party believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor's indemnification, contribution, or reimbursement obligations under the Retention Agreement, including without limitation the advancement of defense costs, the Indemnified Party must file an application before this Court, and the Debtor may not pay any such amounts to the Indemnified Party before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for payment by an Indemnified Party for indemnification, contribution, or reimbursement, and not a provision limiting the duration of the Debtor's obligation to indemnify the Indemnified Parties. 18. The Debtor believes that the retention of GA Keen Realty to act as its real estate advisor to raise debt and/or equity capital for the Debtor is in the best interest of the Debtor, its estate, and its creditors. Accordingly, the Debtor submits that this Court should authorize the retention and employment of GA Keen Realty, nunc pro tunc to the Petition Date, and should grant the waiver of Local Rule 2016-2(d) requested herein. 01:12239656.9 11
  • 10. NOTICE 19. 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 of Unsecured 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 20. The Debtor has not previously sought the relief requested herein from this or any other Court. WHEREFORE, for the above-stated reasons, the Debtor respectfully requests that the Court enter the order attached hereto as Exhibit B, (i) authorizing the Debtor to retain GA Keen Realty, nunc pro tunc to the Petition Date, as real estate advisor for the Debtor in this chapter 11 case; (ii) waiving Local Rule 2016-2(d); and (iii) granting such other and further relief as the Court deems just and proper. Dated: Wilmington, Delaware CORDILLERA GOLF CLUB, LLC July 10, 2012 Is/ DanielL. Fitchett Jr. Daniel L. Fitchett, Jr. Chief Executive Officer On Behalf of the Debtor and Debtor in Possession 01:12239656.9 12
  • 11. 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 Debtor's Application for an Order (I) Authorizing Retention of GA Keen Realty Advisors, LLC as Real Estate Advisor for the Debtor and Debtor in Possession Nunc Pro Tunc to the Petition Date and (II) Waiving Certain Requirements of Local Rule 2016-2 (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 4:00P.M. (ET) (the "Objection Deadline"). At the same time, you must serve a copy of your response upon the undersigned counsel. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE APPLICATION WILL BE HELD ON JULY 27,2012 AT 1:00 P.M. (ET) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR, COURTROOM NO.6, WILMINGTON, DELAWARE 19801. 1The 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. 01:12239656.9
  • 12. 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 01:12239656.9
  • 13. EXHIBIT A Declaration 01:12239656.9
  • 14. UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE --------------------------------x In re: Chapter 11 CORDILLERA GOLF CLUB, LLC CASE NO. 12-11893-CSS Debtor. --------------------------------x DECLARATION OF DISINTERESTEDNESS OF GA KEEN REALTY ADVISORS, LLC AND GREAT AMERICAN GROUP, LLC ITS MANAGING MEMBER Mark P. Naughton, of full age, under penalty of petjury pursuant to 28 USC Section 1746, declares: 1. I am Senior Vice President and General Counsel of Great American Group, LLC ("GAG"), the managing member of GA Keen Realty Advisors, LLC ("GA Keen"). 2. GA Keen is a "disinterested person" within the meaning of 11 U.S.C. Section 101(14). GA Keen has no business, professional or other connection with the Debtor herein or with their attorneys, and does not represent, nor will it represent, any interest adverse to the estate in the matters in which it is to be engaged, except as set forth in paragraph 4 below. 3. GA Keen is not employed or connected with the Debtor, any creditor, or other party in interest, their respective attomeys and accountants, except as set forth in paragraph 4 below. GAG and GA Keen have reviewed creditors lists provided to them by Debtor's counsel and base their disclosures on such lists.
  • 15. Cordillera Go/f('lub. LLC GA Keen Really Adl'isors June 26. 2012 Page 2 of3 4. From its review of the list of creditors herein, GAG and GA Keen have has detennined that the following relationships should be disclosed: a. Great American Appraisal and Valuation Services, LLC ("GAAV''), an affiliate ofthe GAG, has performed appraisal work (or may perform appraisal work) on matters unrelated to this chapter 11 case forGE Capital Corporation, Alpine Bank, CIT Group, Key Bank, Sun Life Financial, US Bank and Wells Fargo (Wells Fargo Financial Leasing is listed as a creditor of the Debtor), and may have performed appraisal work for Nebraska National Bank. b. GAG and GA Keen have or had vendor relationships with American Express, Federal Express and AT&T, each of which is unrelated to chapter 11 case. c. Great American has been or may have been retained in other matters unrelated to these chapter 11 cases in which certain professionals listed as creditors in this case (including Irell & Manella, Katten Muchin and Greenberg Traurig) were also retained. GA Keen may have represented in the past, may currently represent, and likely in the future will represent parties in interest in connection with matters unrelated to the Debtor and this Chapter 11 Case. As part of its practice, GA Keen also appears in cases, proceedings and transactions involving many different attorneys and accountants, some of which may represent claimants and parties-in-interest in this Chapter 11 Case. GA Keen does not represent any such entity in connection with this Chapter 11 Case or have any relationship with any such entity, attorneys, accountants or advisors that would be adverse to the Debtor or its estates. 5. GA Keen is a ·'disinterested person" as that term is detined in Bankruptcy Code section 101(14), as modified by section 1107(b), in that, to the best of my knowledge, GA Keen, its members and employees: (a) are not creditors, equity security holders, or insiders;
  • 16. Cordillera Golf Club. LLC GA Keen Realty Advisors June 26, 2012 Page 3 of3 (b) are not and were not investment bankers for any outstanding security of the Debtor; (c) have not been, within three years before the date of the filing of the petition, investment bankers for a security ofthe debtors, or attorneys for such an investment bankers in connection with the otTer, sale, or issuance of a security of the Debtor; (d) are not and were not, within two years before the date of the filing of the petition, a director, officer, or employee of the Debtor or of an investment banker specified in subparagraph (b) or (c) above; and (e) do not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor or an investment banker specified in the subparagraph (b) or {c) above, or for any other reason. 6. Despite the efforts described above to identify and disclose GA Keen's connections with parties in interest in this Chapter 11 Case, GA Keen is unable to state with certainty that every client relationship or other connection has been disclosed. In this regard, if GA Keen discovers additional material infonnation that it determines requires disclosure, it will promptly file a supplemental disclosure with this Court. 7. The scope of the services to be performed by GA Keen and the fee structure are accurately set forth in the Retention Agreement as are the other terms of GA Keen's retention. 8. GAG and GA Keen have agreed to not share with any person except members and consultants of my tirm the compensation to be paid for the services rendered in this case, except as is set forth in the Retention Agreement.
  • 17. EXHIBITB Proposed Form of Order 01:12239656.9
  • 18. 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, Ref. Docket No. Debtor. ORDER (I) AUTHORIZING RETENTION OF GA KEEN REALTY ADVISORS, LLC AS REAL ESTATE ADVISOR FOR THE DEBTOR AND DEBTOR IN POSSESSION NUNC PRO TUNC TO THE PETITION DATE AND (II) WAIVING CERTAIN REQUIREMENTS OF LOCAL RULE 2016-2 Upon the Application2 of the debtor and debtor in possession in the above- captioned case (the "Debtor") for entry of an order (i) authorizing, pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Rules 2014-1, the employment and retention of GA Keen Realty, LLC ("GA Keen Realty"), as real estate advisor to the Debtor, nunc pro tunc to the Petition Date, and (ii) granting a waiver of certain requirements of Local Rule 2016-2; and upon consideration of the Application and all pleadings related thereto, including the Declaration; and due and proper notice of the Application having been given; and it appearing that no other or further notice is required; and it appearing that the Court has jurisdiction to consider the Application in accordance with 28 U.S.C. §§ 157 and 1334; and it appearing that this is a core proceeding pursuant to 28 U.S.C.§ 157(b)(2); and it appearing that venue of this proceeding and this Application is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that the relief requested is in the best interest of the Debtor, its estate, and 1The 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 defmed herein, shall have the same meaning ascribed to them in the Application.
  • 19. creditors and after due deliberation, and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The Application is granted nunc pro tunc to the Petition Date. 2. The Debtor is authorized to employ and retain GA Keen Realty as their real estate advisor nunc pro tunc to the Petition Date, as set forth in this Order and upon the terms and for the purposes set forth in the Retention Agreement, a copy of which is attached to the Application as Exhibit C, and as requested in the Application. 3. With respect to the payment of the formulaic success fees set forth in section II.C of the Retention Agreement (the "Transaction Fee") and consistent with the terms of the motion seeking to establish interim compensation procedures [Docket No. __j, the Debtor is authorized to pay GA Keen Realty eighty percent (80%) of such fee and one hundred percent (100%) of expenses, as and when due and payable, with all the fees (including the payment of the 20% hold-back) subject to Bankruptcy Court approval of a final fee application. Such Transaction Fee shall be subject to the standard of review of Section 328(a) of the Bankruptcy Code. 4. Notwithstanding any provision in the Application and Retention Agreement to the contrary, the Debtor is authorized to indemnify and hold harmless GA Keen Realty, Great American Group, LLC, their respective affiliates, and their respective directors, officers, employees, agents, representatives, and controlling persons (collectively, the "Indemnified Parties"), pursuant to the terms and conditions set forth in the Retention Agreement, subject to the following conditions: (a) The Indemnified Parties shall not be entitled to indemnification, contribution, or reimbursement for services other than the services provided under the Retention Agreement, unless such services and the 2
  • 20. indemnification, contribution, or reimbursement therefor are provided for in the Retention Agreement and approved by the Court; (b) Notwithstanding anything to the contrary in the Retention Agreement, the Debtor shall have no obligation to indemnify any person, or provide contribution or reimbursement to an Indemnified Party, for any claim or expense that is either: (i) judicially determined (the determination having become final and no longer subject to appeal) to have arisen from an Indemnified Party's gross negligence or willful misconduct; (ii) for a contractual dispute in which the Debtor alleges the breach of an Indemnified Party's contractual obligations unless the Court determines that indemnification, contribution, or reimbursement would be permissible pursuant to In reUnited Artists Theatre Co., 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii), but determined by this Court, after notice and a hearing, to be a claim or expense for which an Indemnified Party should not receive indemnity, contribution, or reimbursement under the terms of the Retention Agreement as modified by this Order; and (c) If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in this case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing this chapter 11 case, an Indemnified Party believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor's indemnification, contribution, or reimbursement obligations under the Retention Agreement, including without limitation the advancement of defense costs, the Indemnified Party must file an application before this Court, and the Debtor may not pay any such amounts to the Indemnified Party before the entry of an order by this Court approving the payment. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for payment by an Indemnified Party for indemnification, contribution, or reimbursement, and not a provision limiting the duration of the Debtor's obligation to indemnify the Indemnified Parties. 5. Notwithstanding anything to the contrary in the Retention Agreement, any limitation ofliability, including or limitation on any amounts to be contributed by the parties, pursuant to the terms of the Retention Agreement shall be eliminated. 6. The Debtor and GA Keen Realty are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application. 3
  • 21. 7. GA Keen Realty shall make reasonable efforts to coordinate with the Debtor and with the Debtor's other professionals to avoid unnecessary duplication of the services provided by those other professionals. 8. The relief requested herein shall continue to apply to any of the Debtor's affiliates and their respective estates that subsequently commence chapter 11 cases without the need for any further requests or motions. 9. None of the fees payable toGA Keen Realty under the Retention Agreement shall constitute a bonus under applicable law. 10. With respect to any Transaction Fees payable for the closing of a successful transaction, GA Keen Realty is exempt from the requirement to keep time records, and any requirement to the contrary under Local Rule 2016-2(d) is waived. 11. All of GA Keen Realty's fees and expenses shall be treated as administrative expense claims in the Debtor's chapter 11 case. 12. All ofGA Keen Realty's fees and expenses shall be entitled to a carve-out for payment pursuant to section 506(c) of the Bankruptcy Code. 13. The terms and conditions of the Retention Agreement are reasonable, and the Debtor shall pay all fees and expenses as promptly as possible in accordance with the terms of the Retention Agreement and this Order. 14. 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 4
  • 23. RETENTION AGREEMENT Between Cordillera Golf C!ub, LLC and GA Keen Realty Advisors, LLC Date: June 13, 2012 !n consideration of the mutua! agreements herein contained, "Company" (as defined below} hereby retains "GA. Keen Realty Advisors" (as defined below) to act as Company's real estate advisor upon the terms and conditions set forth herein. 1. Definitions The following terms as used herein have the following meanings. A. "Bankruptcy Court" means lf and when Company fHes Chapter 11, then the United States Bankruptcy Court ln the district in which such Chapter 11 is fHed. B. "Code" means the United States Bankruptcy Code, 11 U.S. C.§ 101, et seq. C. "Company'' means -Cordillera Golf Club, LlC. D. "GA Keen Rea!ty Advisors" means GA Keen Realty Advisors, lLC the real estate division of Great American Group, LLC. E. "Effective Oate" means the date of mutua! execution of this Agreement F. "Order" shaH mean an Order Issued by the Bankruptcy Court approving this Agreement. G. "PropertY' and "Properties" refers to the parcels of owned rea! Properties listed on Schedule "A" attached hereto and incorporated by reference, which Hst may be amended without a further Order of the Bankruptcy Court. H. "Transaction'' means any transaction Involving the Company's pecuniary interests arising from or relating toGA Keen Realty's services rendered under this Agreement, including, but not limited to: 1, the raising of debt and/or equity capital and/or the dosing of a joint-venture in order to: a) fund a plan of reorganh:ation ln the Bankn.Jptcy, b) refinance the Property, c) recap!ta!ize Company or an entity owned or controlled by Company, d) buy a!! or a portion of the secured debt currently encumbering the Property, and/or e) provide DIP flnandng; and/or 2. the sale or transfer of title to one or more Properties. •·
  • 24. The Club at Cordif!era GA Keen Realty Advisors June 13,2012 Poge2of17 ll. Services and Fees A. Authority 1. GA Keen Realty shall have the sole and exclusive authority to act as Company's advisor (lnduding but not limit<:d to the "exclusive right to sell'' one or more of the Properties) with respect to the services set forth in Section below. Company shaH retain the sole discretion to accept or reject any Transaction proposaL 2. !n order to coordinate our efforts with respect to a possible Transactlon, during the term of this Agreement except with respect to: a) IMH Flmmclal Corporation (wlth whom Company shaU dea! d!rect!y), b) Current members of The Ciub at Cord!!lera, c) Company's secured and unsecured creditors, d) Cordillera Property Owner's Association (northside and southside), e) Cordillera Metro District, f) Jeffrey L. Rush and his affiliates, g) Universal Go!f and/or Dan Bennett and their respective affl!lates, and h) David A. Wilhelm and his affiilates, nelther the Company nor any representative thereof {other than GA Keen Realty) will initiate discussions with a counterparty regarding a Transaction except through GA Keen Realty. If the Company or !ts management receives an lnquiry regarding a Transaction from a party other than any of the above~ referenced exclusions, then Company wm promptly advise GA Keen Realty of such inquiry in order that GA Keen Realty may evaluate the person making such inquiry and its interest and assist the Company in any resulting negotiations. B. Service GA Keen Realty's representation of the Company in connection wlth the proposed Transaction wiH include, at the reasonable request or direction of the Company and in conjunction wlth the Company's legal and other advisors: L assisting Company ln developing and organizing due diligence materia!s and in preparing an offering memorandum; 2. developing, subject to Company*s review and approval, a marketing plan and implementing each facet of the marketing plan; 3. assisting Company in ldentifytng, contacting and screening potential parties to a Transaction;
  • 25. The Club at Cordfffera GA Keen Realty Advisors June 13,2012 Poge3of17 4. assisting Company in arranging for potential parties to a Transactlon to conduct due diligence In connection with a potential Transaction and, as appropriate, assisting the Company to prepare a due diligence data room and to coordinate the due diligence investigations of potentia! parties to a Transaction; 5, communicating regularly with prospects and maintaining records of such communications; 6. communicating regutar!y with Company and its professional advisors in connection with the status of its efrorts; 7. advising Company on strategies for negotiating with the holders of existing debt and other !iabHitles of the Company {the "Creditors"} and participating In meetings or negotiations with the Creditors in connection with a Transaction; 8, assisting the Company in evaluating, structuring, negotiating and implementing the terms and conditions of a proposed Transacdon; 9. subject to separate agreement, providing testimony in court, on behalf of the Company, as necessary and appropriate, subject to the terms of this Agreement; and 10. working wlth the attorneys responsible for the implementation of the proposed Transaction, reviewing documents, negotiating and assisting in resolving problems which may arise. C Fees L Transaction Fee, a} As and when Company doses a Transaction, whether such Transaction ls completed individually or as part of a package or as part of a sale of all or a portion of Company's business or as part of a plan of reorganization, then GA Keen Realty shall have earned compensation per Transaction (the ''Transaction Fee") equal to: (} With respect to equity and preferred equity, six percent (6%) of "Gross Proceeds'' (as defined below); (ll) With respect to junior or mezzanine debt, four percent (4%) of Gross Proceeds; (Hi) With respect to senior debt, two percent !2%) of Gross Proceeds; and/or (iv} With respect to the sale of one or more Properties, five percent {5%) of Gross Proceeds, The Transaction Fee shaH be reduced (and the Company shall receive a credit for} the amount of any Minimum Transaction Fee earned and paid/payable to GA Keen Realty. b} Exceptions:
  • 26. The Club at Cordiliera GA Keen Realty Advisors June 13, 2012 Poge4of17 {i} ln the event that !MH Financial Corporation doses a DIP financing with Company, then GA Keen Realty shaH not earn a Transadion Fee wlth respect to that Transaction but rather, GA Keen Realty wm be compensated via the "Min!mum Transaction Fee" referenced below. (H) Jn the event that Company sells aH or a portion of the Property to the members of The Club at CordiUera then GA Keen Realty shaH not eam a Transaction Fee with respect to that Transactions but rather, GA Keen Realty wiH be compensated via the "Minimum Transaction Fee" referenced below. {ill} !n the event that Company doses a DIP finandng with Alpine Bank or extends/modlfles the existing Indebtedness with Alpine Bank, then GA Keen Realty shalt not earn a Transaction Fee with respect to that Transactions but rather, GA Keen Realty wHI b~ compensated via the "Minimum Transaction Fee" referenc~d below. {iv) In the event that the Company sells (or enters into a joint venture with respect to), all or a portion of the Property to the CordH!era Property Owner's Association (northside or southside), and/or the Cordillera Metro District, then GA Keen Realty shall not earn a Transaction Fee with respect to that Transaction but rather, GA Keen Realty wW be compensated via the "Minimum Transaction Fee" referenced below. {v) !n the event that the Company sells a!! or a portion of the Property to UniversBI Golf and/or Dan Bennett and/or their respective affiliates Q! in the event that the Company doses a DtP financing with Universal Golf and/or Dan Bennett and/or their respective affiliates, then GA Keen Realty shaH not earn a Transaction Fee with respect to such Transaction but rather, GA Keen Realty wm be compensated via the "Minimum Transaction Fee• referenced below. (vi) In the event that the Company doses any Transactkm with .Jeffrey L. Rush and/or hls affHiates, then GA Keen Realty shall not earn a Transaction Fee with respect to that Transaction. (vii) In the event that the Company doses any transaction with David A. Wilhelm and/or his affmates, then GA Keen Realty shall not earn a Transaction Fee with respect to that Transaction.
  • 27. The Club at Cord if!era GA Keen Realty Advisors June 13,2012 Page5of17 2. "GrossProceeds": a) The calculation of "Gross Proceeds" shall include the sum of the total consideration transferred to, or for the benefit of, the Company and shall be cakulated to indude, but not be limited to: (i) The total amount of cash (indudlng but not limited to escrowed funds/ securities, the repurchase or buyout of any options or warrants, any agreements or other property and any other consideration, including, without !Imitation, any contingent consideration, paid or payable, directly or lndlrect!y, in connection wlth a Transaction), debt and/or equity raised to fund a Transaction; and/or (tl) The purchase prlce paid by a third party to acqu!re one or more Properties. b) The computation of Gross Proceeds as we!! as the computation of GA Keen Realty's fee shall not be affected by Company's !ega! fees, break-up fees, dosing costs and/or adjustments, and/or payments of whatever kind to lienholders, secured parties or offerors, nor GA Keen Realty's costs and expenses. c) The term ''Gross Proceedsu shaU spedfka!!y exdude any sums or other consideration paid or payable in connection with any of the existing and/or future lawsuits and other legal proceedings involving or relating to the Company and/or the Property. 3. Minimum Transaction Fee. At the conclusion of the "Term" (as defined below), lf GA Keen Realty shall not have earned a minimum of three hundred fifty thousand dollars ($350,000) of Transaction Fees (the "Minimum Transaction Fee"), then, in that event, so !ong as GA Keen Realty is not in default of this Agreement, then Company shall, within five days of lnvoklng, pay GA Keen Realty the difference between the Minimum Transaction Fee, less the amount of Transaction Fees earned by GA Keen Realty. 4. A!! Transaction Fees sha!! be paid, in fuH, off the top, from the Transaction proceeds or otherwise, simultaneously with the dosing or other consummation of each Transaction. Company hereby authorizes and instructs any escrow agent or counsel {without need for further authorization or permission) to pay GA Keen Realty its Transaction Fees earned in strict compliance with the provisions of this Agreement, time being of the essence, directly from the proceeds of the Transaction, in full, simultaneously with the dosing or other consummation of the Transaction. The rights provided by this paragraph shall be deemed to supplement and not supersede other rights provided toGA Keen Rea!ty. 5. Survival; !f, within twelve (12) months of the expiration of the Term of this Agreement~ Company execute and/or doses a Transactlon wlth a party procured by GA Keen Rea!tv and disclosed in writing to the Company prior to 4837-51S1-i0S7A
  • 28. The Club at Cordillera GA Keen Realty Advisors June 131 2012 Page6of17 the expiration of the Term, then GA Keen Realty shaH be entitled to a fee in accordance with the terms ofth!s Agreement. Ul. Exeen~tes A. All reasonable out of pocket costs and expenses incurred by GA Keen Realty Advisors in connection with performing the services required by this Agreement, induding but not limited to travet lodging, FedEx, postage, telephone charges, photocopying charges, and the fees and reasonable expenses of counsel, etc., shaH be bome by Company. B. With regards to the marketing of the Properties, GA Keen Realty Advisors shaH prepare a marketing plan and budget. Following Company's approval of the budget, Company shall advance to GA Keen Rea~ty Advisors the budgeted amount and agrees to pay a!! approved, reasonable, additional costs and expenses within five (5) business days of the proper presentation of an invoke. GA Keen Rea!ty Advisors shall be under no ob!igation to incur marketing expenses untH such time as GA Keen Realty Advisors receives funds from Company. C. Company shaH be responsible for ail out-ofwpocket due dl!lgence costs and expenses (such as updating tit!eJ surveys, environmental reports, etc.). IV. Company ResponsibiUties A. Upon the Effective Date, Company wHI deliver toGA Keen Realty Advisors a ~ist of ;;;11 brokers, principals, or other prospects who have expressed an interest in using or acquiring a Property. B. With respect to the Properties, Company warrants and represents that it wi!l immediately inform GA Keen Rea!ty Advisors as to: 1. any known or suspected risk of environmental hazard or contamination; and 2. any known, existing or pending vlo!ation(s) of federal, state or !ott~! environmental laws or regulations. Company sha!! have the continuing obligation to assess the accuracy of the representations contained herein and to advlse GA Keen Realty Advisors in writing as soon as it becomes aware of any inaccuracy, lnconslstency, incompleteness or change of circumstances and to correct same. Additlona!!y, lf Company has ordered environmental reports or studies, as soon as such become avallab!e1 Company wiH immediately provide a true and complete copy of such reports to GA Keen Realty Advisors and GA Keen Realty Advlsors is hereby authorized to disseminate such reports to prospects. C Company shaH deal with GA Keen Realty Advisors fairly and in good faith so as to allow GA Keen Realty Advisors to perform Its duties and earn the benefits of this Agreement and shall not interfere, prevent or prohibit GA Keen Realty Advisors, in any manner, prior to or during the Term of this Agreement from carrying out its duties and obligations under the Agreement. D. Company shall make avallab!e to GA Keen Realty Advisors all information reasonably requested by GA Keen Realty Advisors for the purpose of enabling GA Keen Realty Advisors to perform its ob!lgations pursuant to this Agreement. A!! information
  • 29. The Club at Cordillera GA keen Realty Advisors June 13, 2012 Page Jo/17 provided by Company shall be mater1aUy accurate and complete at the time it ls furnished and Company shall, as soon as it becomes aware of any inaccuracy or incompleteness in any information then or later provided toGA Keen Realty Advisors, promptly advise GA Keen Realty Advisors in writing of such inaccuracy or incompleteness and correct the same, In performing its services hereunder, GA Keen Realty Advisors shall under all circumstances be entitled to rely upon and assume, without Independent verification, the accuracy and comp!eteness of ail information that has been furnished to it by, or on behalf of, the Company and shall have no obligation to verify the accuracy or completeness of any such information and shaH not be responsible for the inaccuracy or incompleteness of any information provided to GA Keen Realty Advisors. E. tf and when Company becomes subject to the jurisdiction of the Bankruptcy Court/ then within 3 business days Company shall file an application with the Bankruptcy Court for, and wm use its reasonable efforts to obtain, an Order. Wlth respect to the app!!catlon and Order: 1. Company acknowledges that thls Agreement in lts entirety wm be attached to and made a part of Company's appHcatlon to the Bankruptcy Court and will be referenced to in the Order. 2. The application shan seek an Order authorizing the employment of GA l<een as of the date of this Agreement, as professional persons pursuant to Section 327 of the Code (with compensation subject to tM standard of review of Section 32B{a} of the Code and not any other standard, inducing that provided in Section330 of the Code). The employment application and the Order shall be provided to GA Keen Realty Advisors sufficiently in advance of their filing, and must be acceptable to GA Keen Realty Advisors in its sole discretion. !n the event that the Bankruptcy Court does not enter an order acceptable to GA Keen Realty Advisors, GA Keen Realty Advisors shaH have no further obligations under the terms of this Agreement, 3. An acceptable Order shaU include, without limitation, the following terms and conditions: a) a finding that none of the fees payable toGA Keen Realty Advisors hereunder shaH constitute a "bonus" under applicable law; b) a finding that with respect to any success fees payable for the dosing of a Transaction, that GA Keen Realty Advisors is exempt from the requirement to keep time records; c} a finding that that all of GA Keen Rea!ty Advisors' fees and expenses shall be treated as administrative expense claims Jn the Company's bankruptcy case; d) a finding that a!i of GA Keen Realty Advisors' fees and expenses shaH be entitled to a carve-out for payment pursuant to Section 506(c) of the Bankruptcy Code;
  • 30. The Club at Cordiffera GA Keen Realty Advisors June 13, 2012 PageBo/17 e) a finding that the terms and conditions of this Agreement are ''reasonable." if the Order authodzlng the employment of GA KeBn Realty Advisors ls obtained; Company shaH pay a!! fees and expenses as promptly as possible ln accordance with the terms of this Agreement and the Order. f} a statement that the Bankruptcy Court has and shail retain jurisdiction to hear and determine a!! matters arlsing from the implementation of this Agreement, and neither the Company nor GA Keen Realty Advisors shall be required to seek authorization from any other jurisdiction with respect to the relief granted by the Order approving this Agreement 4. lf Company obtains an order of the Bankruptcy Court authorizing financing or cash collateral use and such order requires the submission of a budget by Company delineating its post~petition expenditures, such budget shall expressly indude all amounts projected to be paid toGA Keen Realty Advisors pursuant to the terms of this Agreement. !n addition, any stipulation or order for financing or cash collateral use shall lndude all amounts to be paid to GA Keen Realty Advisors pursuant to the terms of this Agreement among any carve-out to be provided professionals in the Company's bankruptcy case. 5. The terms of Section are solely for the benefit and protection of GA Keen Realty Advisors and may be waived, In whole or in part, only by GA Keen Realty Advisors. v. Term of Agreement The term of GA Keen Realty Advisors' retention shaH be from the date of Company's execution of this Agreement through the confirmation of a plan of reorganization, the dosing of al! Transactions contemplated by th!s Agreement or for a period of twelve (12) months, whlchever comes first {"Term"). VI. Dispute Resolution A. Choice of Law; Jury TriaL This Agreement shaH be governed by, and construed ln accordance with, the !aws of the State of New York, without regard to any prlndp!es of confHct of laws, To the extent permitted by law, the parties to this Agreement waive any right to tria! by jury !n any action, proceeding or counterclaim {whether based upon contract, tort or otherwise} related to or arising out of the engagement of GA Keen Rea!ty Advisors pursuant to, or the performance by GA Keen Realty Advisors of the services contemplated by, this Agreement. The provisions of this section of the Agreement shaH survive the termination of this Agreement B. Attorney£ Fee5_. !f any party to thls Agreement brings an action directly or indirectly based upon this Agreement or the matters contemplated hereby against any other party, the prevailing party shaH be entitled to recover from the non·prevaiHng party, In addition to any other appropriate amounts, its reasonable costs and expenses in connection with such proceeding, indudlng, but not limited to, reasonable attorneys' 4837-51811087.4
  • 31. The Club at Cordillera GA keen Realty Advisors June 13, 2012 Page9o[ll fees and arbitration and/or court costs. The provisions of this section of the Agreement shall survive the termination of this Agreement. c. Jurisdiction. 1. Arbitration. Unless and until Company becomes subject to the jurisdiction of a Bankruptcy Court, any controversy or dalm arising out of or related or pertaining to this Agreement or the services of GA Keen Realty Advisors, shall be determined by arbitration upon the in!tlatlon of either party, and shall be settled and conclusively resolved by a single, mutually-acceptable arbitrator who shall be experienced in dosing Transactions. The cost of such arb)trator shall be bome equally by the parties. The arbitration shall be conducted under the auspices of, and subject to the rules of, the American Arbitration Association under its Arbitration Rules for the Real Estate Industry. !f the parties are unable to agree upon an arbitrator, the arbitrator shaH be selected in accordance with AM rues. The arbltratlon shaH be conducted in New York, New York, and the written decision of the arbitrator shall be fina! and binding on the parties and enforceable in any court of competent jurisdiction. If the dispute or controversy between the parties concerns the determination or cak:u!atlon of fees payab!e to Consultant hereunder, Consultant and the Company agree that the amounts in dispute sha!! be placed in a third party escrow account pending the outcome of the arbitration (with any amounts not in dispute being paid to Consultant pursuant to the terms of thls Agreement), The provisions of this section of the Agreement shaH survive the termination of this Agreement. 2. Bankruptcy Court Jurisdiction. Once Company becomes subject to the jurisdiction of a Bankruptcy Court, such court shan have and retain exdusive jurisdiction to hear and determine a!! matters arising from the Implementation or execution of this Agreement. Any and aH Issues, disputes, da!ms or tause:> of action which relate or pertain to, or result or arise from, this Agreement or GA Keen Realty Advisors' servlces hereunder, shall be settled by the Bankruptcy Court. The Bankruptcy Court shall be limited to awarding compensatory damages and the parties hereto hereby waive their right to seek punitive, consequential, exemplary or simHar types of speda! damages. VII. Miscellaneous A. !ndemnit;t, Contribution, Reimbursement, and Limitation of Liability. Company agrees to the indemnity, contribution, reimbursement and limitation of !labilities provisions as set forth ln Schedu!el attached hereto and incorporated by reference, The provisions of this section of the Agreement shall survive the termination of this Agreement B. Relationship. t GA Keen Realty's ro!e shaH be solely as an advisor to Company and Company shaH remain fully responsible for all decisions and matters as to which GA Keen Realty's advice is sought. GA Keen Realty is assuming no management responsibilities. GA Keen Realty's obligations to Company are contractual in nature as expressly set forth in this Agreement and neither GA Keen Realty nor
  • 32. The Club at Cordi!lero GA Keen Realty Advisors June 13, 2012 Page 10of17 any of its affiliates nor their respective members, officers, dlrectors, employees, agents or representatives shaH have, with respect to this Agreement. any fiduciary obligations to the Company or any other person. GA Keen Realty is providing its services hereunder as an independent contractor and the parties agree that this Agreement does not create an agency or fiduciary relationship between GA Keen Realty and the Company. Company acknowledges and agrees that its engagement of GA Keen Realty hereunder does not and is not intended to confer rights upon any person not a party hereto, including but not limited to any security holders or creditors of Company, 2. GA Keen Realty's duties hereunder nm so!ely to the Company. AH advice, written or ora!, provided by GA Keen Realty to the Company pursuant to this Agreement Is intended soie!y for the use and benefit of the Company, whkh agrees that such advke may not be disdosed pub!idy or made available to thlrd parties without the prior written consent of GA Keen Realty. GA Keen Realty may condition the granting of such prior written consent upon obtaining a non-reliance letter and release from any such third parties. 3. The provisions of thls section of the Agreement shaH survive the termination of this Agreement. C. No Time Records, The services to be provided by GA Keen Realty pursuant to this Agreement are transactional in nature and GA Keen Realty wm not be blning Company by the hour nor keeping a record of its time spent on behalf of Company. D. Notice. Any correspondence or required notice shaH be addressed as follows and shaH be sent by Certified Mai!, Return Receipt Requested, or by FedEx, either of which notices shall be supplemented by facsimile and/or email transmission, and shaH be effective as of the date of actual receipt of the Certified Mall or FedE)c Such notice shaH be addressed as follows: lf toGA Keen Realty, to: GA Keen Realty Advisors, LLC 1 130 West 42m Street, Suite 1001 New York, NY 10036 ATTN: Harold Bordwin and Matt Bordwin Telephone: {646) 381-9222. Email: hbordwin@greatamerlcan.com and mbordwin@greatamerlcan.com Wlth a copy to: Gre<:1t American Group LLC 9 Parkway North, Suite 300 Deerfield, IL 60015 Telephone~ {847) 444-1400 Ema!!: mnaughton@greatamericpn.com ATTN: Mark Naughton
  • 33. The Club at Cordillera GA Keen Reolty Advisors June 13, 2012 Poge 11 of 17 Jf to Company: Cordl!!era Golf Club, LLC 91 Main Street, Suite E202 Edwards, CO 81632 ATIN: Patrick Wilhelm Telephone: 970-569-6421/ Facsimile: 970~927~2834 Emal!: pdwwilhelm@hotma!Lcom and dw!lhelm@windrose.com With a copy to: Foley & Lardner LLP 402 West Broadway Suite 2100 San Diago, Ca!ifom!a 92101·3542 ATIN; Christopher Ce!entino Telephone: 619.685.4643/ Facsimile: 619.234.3510 Email: ccelentino@fo!ey.com E. Successors and Assigns. Upon the commencement of this Agreement, lt shaH be binding upon and shall inure to the benefit of the parties hereto, their successors and assigns. The provisions of this section of the Agreement shaH survive the termination of this Agreement F. Entire Agreement. This Agreement contains the entlre agreement between the partles hereto, and no representations, inducements, promises or agreements, ora! or otherwise, entered into prior to the execution of this Agreement wW a!ter the covenants, agreements and undertakings herein set forth. This Agreement shaH not be modified in any manner, except by an instrument !n wdting executed by the parties. G. Change in ControL Company's ob!igatlons hereunder shaH survive any change ln control or ownership of Company. !n the event the proceeding Is converted from the Chapter 11 to Chapter 7, this Agreement sha!l remaln in fuH force and effect. The provisions of this section of the Agreement shall survive the termlnatkm of this Agreement. H. Construction. L Headings in th!s Agreement are for convenience on!y and shaH not be used to interpret or construe its provisions. 2. This Agreement shall be construed fairly as to aU parties and there shall be no presumption against the party who drafted this Agreement in the interpretation of this Agreement. By executing or otherwise accepting this Agreement, Company and GA Keen Realty acknowledge and represent that they are represented by and have consulted with !ega! counsel with respect to the terms and conditions contained herein. L Force Majeure. GA Keen Realty shat! have no HabiHty for de!ays, failure ln performance, or damages due to fire, explosion, Hghting, power surges or faHures, strikes or labor disputes, water, acts of god, the elements, war, civil disturbances, acts of dvl! or mi!itary authorltles, telecommunications failure, fue! or energy shortages, acts or 4B37-51f!i-i087A
  • 34. The Club at Cordillera GA Keen Realty Advisors June 13,2012 Page 12 of 17 omissions of communications carriers, or other causes beyond GA Keen Realty's control whether or not similar to the foregoing. J. £1ectronk Communications. GA Keen Realty and Company may communicate by electronic mail or otherwise transmit documents in electronic form during the course of this engagement. The parties hereto accept the inherent risks of these forms of communication (induding the security risks of interception of or unauthorized access to such communkations, the risks of corruption of such communications and the risks of viruses or other harmful devices). It Announcements. Upon the dosing of a Transaction, GA Keen Realty may, at its option and expense, p~ace announcements and advertisements or otherwise publicize GA Keen Realty's role {which may indude the reproduction of the Company's logo) on GA Keen Realty's internet web site and in such newspapers and pedodicals and ln its marketing materials as it may choose stating that GA Keen Realty has acted as advisor to the Company. L. Mu!tip!e C!ients. From time to time, GA Keen Realty, or one of ltS related entitles/ may and shall have the right to advise or provide services to several industry participants, some of which may be competitors of the Company. The Company, its directors and shareholders, waive any right to commence any action, suit or proceeding or make any demand, complaint or da!m agalnst GA Keen Realty, its subsidiaries or affiliates, or their partners, directors, officers or other personne!, that arises out of GA Keen Realty's, or one of its re!ated entities', rlght to advise or provide services to Industry competitors of the Company. M. Counterparts. This Agreement may be executed in two or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shaH be deemed to be an original, but a!! of which taken together shall constitute one and the same agreement. Facslmile and electronic transmission (inducting the email delivery of documents in Adobe PDF format) of any signed original counterpart or retransmission of any signed facsimile transmission shall be deemed the same as the delivery of the original. If the foregoing correctly sets forth the agreement between the Company and GA Keen Realty, please sign and return the enclosed copy of this Agreement, whereupon it shall become our binding agreement. Very truly yours, GA KEEN REALTY AOV~S, UC By: H "o!d , as Managing Director of Great --·- (Y American Group, LU::, the Managing Member of GA Keen Realty Advisors, LLC
  • 35. The Club at Cordiflera GA Keen Realty Advisors June 13, 2012 Page 13 of 17 Date:
  • 36. The Club at CordiiJera GA Keen Realty Advisors June 13, 2012 Page 14 of 17 SCHEDUlE A Properties Attached hereto
  • 37. SCHEDULE A LEGAL DESCRIPTlON Parcel 1 (fee simple): TRACT A, CORDILLERA SUBDIVISION FILING NO. 14 THE CLUB COTTAGES, A RES UBDfVISIO OF TRACTS B AND B-l, CORDILLERA SUBDIVISION FILING NO. 7, According to the Amended Plat recorded October 18, 1994 in Book 652 at Page 841 as Recepti< No. 548878. COUNTY OF EAGLE STATE OF COLORADO Pan:el 2 (fee simple): Parcels L-1 and L-2. BEARCAT AT THE RANCH AT CORDILLERA. CORDILLERA SUBDIVISION, FILING NO. 12. According to the plat recorded August 30, 1994 in Book 648 at Page 856 as Reception No. 5448 COUNTY OF EAGLE STATE OF COLORADO Parcel 3 (fee simple): Parcel L-3, CORDILLERA SUBDIVISION. FILING NO. 28, According to the Plat recorded June 9, 1997 in Book 728 at Page 915 as Reception No. 624877. COUNTY OF EAGLE STATE OF COLORADO Parcel4 (fee simple): Tracts. CORDILLERA SUBDIVISION, FILING NO. 8. According to the plat recorded June 24, 1993 in Book 6 I 2 at Page 307 as Reception No. 508384. COUNTY OF EAGLE STATE OF COLORADO
  • 38. Pan:el 5 (fee simple): Tracts T l, T2 and T3, CORDiLLERA SUBDiVISION, FILING NO. l 0, TRACT T A RESUDIVISION OF TRACT T According to the plat recorded December 17,2004 as Reception No. 900959. COUNTY OF EAGLE STATE OF COLORADO Parcel6 (fee simple): Parcels W-1, W-2 and WA, CORDILLERA SUBDIVISION, FILING NO. 41 according to the plat recorded June 19, 2000 as Reception No. 732428 COUNTY OF EAGLE STATE OF COLORADO Parcel7 (fee simple): Parcel W-3, CORDILLERA SUBDIVISION, FILING NO. 36, BLOCK 1, LOT 26, according to the plat recorded December 5, 2001 as Reception No. 778130 COtJNTY OF EAGLE STATE OF COLORADO Parcel 8 (fee simple): Tract P, CORDll.LERA SUBDIVISION, FILING NO. 41 according to the plat recorded June 19. 2000 as Reception No. 7324::!8 COUNTY OF EAGLE STATE OF COLOR. DO Parcel ? {easement): Tract V, CORDILLERA SUBDIVISION, FILING NO. 41 according to the plat recorded June 19, 2000 as Reception No. 732428 COUNTY OF EAGLE STATE OF COLORADO
  • 39. Parcel lO (fee simple)! Tract B, CORDILLERA SUBDIVISION, FlUNG NO. 37, according to the plat recorded February 8, 2000 as Reception No. 72'2159. COUNTY Of EAGLE STATE Of COLORADO Parcel 11 (fee simple): Tracl R-1, CORDILLERA SUBDIV1SION, FILING NO. 44, according to the plat recorded January !3, 2004 as Reception No. 864906. COUNTY OF EAGLE STATE Of COLORADO Parcel 12 (fee simple}: Tract B, CORDILLERA SUBDIVISION, FIIJNG NO. 27 According to the Plat recorded June 9, 1997 in Book 728 at Page 914 as Reception No. 624876 and the Correction Plat recorded May 26, 1998 as Reception No. 657679. COUNTY OF EAGLE STATE OF COLORADO. Parcel13 (easement): An easement estate as described in Warranty Deed recorded February 2, 2004 as Reception No. 866472, described as follows: A permanent utility and access easement of varying width lying within and north of the right-of-way of Colorado State Highway 6 along the following described perimeter located in the Southeast Quarter of Section 36. T 4 S, R 83 W of the 6th P.M., with all bearings based on the Final Plat of St. Claire of Assisi Parish according to the Plat thereof as Recorded on October 29, 1996 in the office of the Eagle County Clerk and Recorder, Eagle County, Colorado at Book 709, Page 965 at Reception No. 605945, and with the perimeter of said easement being more particularly described as folfows: Commencing at a found CDOT-R.O.W. Monument on the south right"'{)f-way of State Highway 6, at station 1630+00. being a bras:> cap set in concrete, from which a similar CDOT-R.O. W. Monument at station !61!+00 bearsS. 57° 55' 11~ E. 1900.00 feet, thence along ~mid south right-of-wayS. 57"55' ll" E. 17.41 feet to the Point of Beginning; thence dcpaning said south right-of-way the following five (5) courses: I ) N. 30" 51' 25" E. t l. I0 feet; 2) N. W' 20' 44" E. 79.91 feet; 3) N. 57" 55' I l" W. !06.1 I feet; 4) Along a curve to the right having an arc length of21 1.. 91 feet, a radius of 5693.00 feet and a central angle of 2" OT 58" with a chord bearing and distance of N. 56" 51' 12'' W. 2 I 1.90 feet~ 5) N. 26" 01' 30" E. !3. I3 feet; to the nonh right~of·way of said State Highway 6;
  • 40. Thence along said north right-of-way, along a curve to the right, having an arc length of 83.73 feet, a radius of 5680.00 feet and a central angle of oo 50' 41" w1th a chord bearing and distance of N 55° 20' 45" W. 83.73 feet; thence departing said right-of-way the following thirteen ( 13) courses~ 1) N. 35° 00' 00'' E. 62.84 feet; 2) N. 55° 00' 00" W. 20.00 feet; 3) N. 35° oo·00" E. 50.00 feet; 4) S. 55" 00' 00" E. 93.00 feet; 5) S. 3511 00' 00" W. 78.00 feet; 6) S. 51 o 44' 40" E. 25.83 feet; 7)$.26"01' 30"W.14.l3feet: 8) S. 54" 21' 29" E. 54.81 feet; 9) S. ()(J<' 00' 00" E. 3.82 feet; 10) S. 55" 38' 28'' E. 135.03 feet; 11) S. 57° 55' 11" E. 123.14 feet; 12) S. 14" 20' 44" W. 98.80 feet; 13) S. 20° 51' 25" W. 1621 feet to the south right-of-way of said State Highway 6; thence along said south right-of-way N. 57" 55' 10" W. 20.39 feet to the Point of Beginning. COUNTY OF EAGLE STATE OF COLORADO Parcel14 (fee simple): Tract1, CORDilLERA VALLEY CLUB FILING NO. 1 According to the plat thereof recorded August 29. 1995 in Book 674 at Page 807 as Receplion No. 570822. COUNTY OF EAGLE STATE OF COLORADO Parcel 15 (fee simple): Tracrs I and H, CORDll..LERA VALLEY CLUB FILJNG NO. 9, LEGACY TRAIL According to the plat thereof recorded July 15, 1998 as Reception No. 654885. COUNTY OF EAGLE STATE OF COLORADO and Tract R, CORDILLERA VALLEY CLUB FIUNG NO.9. LEGACY TRAll.., TRACT R, . According to the plat recorded May 4, 1998 as Reception No. 654885 and the correction plat recorded May 20, 2004 as Reception No. 877949. COUNTY OF EAGLE STATE OF COLORADO
  • 41. Parcel 16 (fee simple): Tract B, CORDlLLERA SUBDIVISION FILING NO. l6. . • According to the final plat recorded August 19, 1994 in B.ook 648 at Page 202 aReceptwn ~o 544243 and correction plat recorded November 21, 1994 m Book 655 at Page 56"" as Reception 551596. COUNTY OF EAGLE STATE OF COLORADO Parce117 (easement): An easement for the purpose of constructing, installing. using maintaining: repairi~g and replac from time to time the golf course related improvements as granted and delmeated m that Easem Agreement recorded Dect:mber 18.2003 as Reception No. 862401 and re~recorded November t 2006 as Reception No. 200630398. COUl'i'TY OF EAGLE STATE OF COLORADO Parcel 18 (fee simple): Kensington Green Par 3 Maintenance Facility Lot, CORDILLERA SUBDIVISION FlLlNG NO. 31. According to the correction plat recorded September 8, 1998 as Reception No. 668666. COUNTY OF EAGLE STATE OF COLORADO Parcel 19 {fee simple): Tract A, CORDILLERA SUBDlVlSION FILING NO. 31, According to the correction plat recorded September 8. 1998 as Reception No. 668666. Pan:ef 20 (easement): Non~exclusive easement for access and use over those portions of the Common Area reasonable necessary to the operation, maintenance, repair nnd replacement of the golf course. Non-exclusive easement for overspf!iy of water from any irrigation system serving the go!J coun Easement of access for the purpose of retrieving golf balls from bodies of water w1thin the Com! Area lying within range of golf balls hit from the golf course. AHa.<; granted and delineated in Article 13.5 (b) (c) and (d) of that Declaration of Covenants, Conditions. and Restrictions for Cordillera Community Association ff1:orded June 29. 1()Q?. in R
  • 42. Parcel21 {easement): Non-exclusive easement for access and use over those portions of the necessary to the operation, maintenance. repair and replacement of the Non-exclusive easement for overspray of water from any irrigaiion sy! Easement of access for the purpose of retrieving golf balls from bot.lie Area lying within range of golf balls hit from the golf course. AH as granted and delineated in Atticle 13.5 (b) (c) and (d) of that Cer Amended and Restated Declaration of Covenants. Conditions and Res recorded May 12, 1993 in Book 608 at Page 785 as Reception No. 5()£; Parcel22 (easement}: Non-exclusive easement for access and use over those portions of the necessary to the operation, maintenance, repair and replacement of the Non-exclusive easement for overspray of water from any irrigation sy:: Easement for the purpose of blending the grading of the golf t::ourse an the clubhouse) with such Lots and Common Area and for grass soddin borders of the golf course and related areas. All as granted and delineated in Sections 8.12.2, 8.12.3 and 8.1 2.4 of t Conditions and Restrictions and Easements of Blackhorse at CordiJ!er: as Reception No. 771735. COUNTY OF EAGLE STATE OF COLORADO
  • 43. EXHIBIT B VALLEY COURSE WATER RlGHTS 1. Tne water ri~ts on Spring Creek ~"bed as follows: An. • ti iI ~p~pna on Adjudication Structure Amount ~ Date Groff Ditch 0.3 c.f.s. 4130/1885 12117/1889 Groff Ditch 6.1 cJ.s. 9/9/1889 12/17/1889 i Groff Ditch~ Cottonwood Enlargement LO c.f.s. I 7/13/1990 i 2/3 "i/1991 Said two Groff Ditch water rights are subject to the terms and iimft:ations of the change decree in Case No. 91-CW -034, including) but not tlmited to, the provisions of paragraphs 5, 6, and 7 of said decree. Said water rights are summartz:ed in Appendix A hereto. 2. The water rights on Bumison Creek (a/kla Beard Creek) a.flrl on Deadhorse Gulch descnbed as follows: Approprtat!on Adjudication Structure Amount Oate Date Root Ditch 1.6 c.f.s. 6/21/1901 6/4/1917 Root Ditch- Reynolds 1.0 cJ.s. 7!27/1973 12/31/1982 Enlargement Said water rights are subject to the terms and limitations of the change decree In Case No. 91-CW-034, including, but not limned to, the provisions of paragraphs 5, 6 and 7 of said decree. Said water lights ate summartz:ed in Appendix A hereto. 3. Those absolute and oond.i:tional water rights decreed to Cordillera V ell ey Club Golf Collt"Se Pond No. l, Cordillera Valley Club Golf Course Pond No. 2, Cordillera Val~ey Ciub Golf C-:>urse Pond No.3, Cordillera Valiey Club Golf Course Pond No, 4, and Cordillera Valley Club Golf Course Pond No.5, in CaSe No. 91-GW-033, on December 8, 1992., by the District Court in and for Water Division No.5, State of Colorado. The decree for said water rights is summarized in Appendix B. 4. Toat conditiona1 vtate;r right decreed to the Cottonwood Pump and Pipeline, in Case No. 91-CW-033, on December 8, 1992, by the D!strtct Court in and for Water Divtsbn No.5, State of Colorado. Tne decree for said water right is summarized In Appendix C. 5. Agreement, amongst Cordmera Valiey Ciub investors Limned Partnership, B-1