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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 4:00 p.m. (ET)


    DEBTOR'S MOTION FOR AN ORDER AUTHORIZING THE DEBTOR TO RETAIN,
            EMPLOY, AND COMPENSATE CERTAIN PROFESSIONALS
              UTILIZED IN THE ORDINARY COURSE OF BUSINESS

                 The above-captioned debtor and debtor in possession (the "Debtor") files this

motion (the "Motion") for entry of an order, substantially in the form attached hereto as Exhibit

A (the "Proposed Order"), pursuant to sections 105(a), 327, 328, and 330 of title 11 of the United

States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), authorizing, but not directing, the

Debtor to retain, employ, and compensate certain professionals utilized in the ordinary course of

business. In support of this Motion, 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 ofReference from the United States District Court

for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant

to 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with Article III of the

United States Constitution. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and


1
 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
XXX:l317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.




01:12261385.5
1409. The statutory bases for the relief requested herein are sections 105(a), 327, 328, and 330

of the Bankruptcy Code, Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the

"Bankruptcy Rules"), and Rule 2014-1 ofthe Local Rules of Bankruptcy Practice and Procedure

of the United States Bankruptcy Court for the District of Delaware (the "Local Rules").

                                             BACKGROUND

                 2.       On June 26, 2012 (the "Petition Date"), the Debtor filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. The Debtor has continued in

possession of its properties and has continued to operate and maintain its business as a debtor in

possession pursuant to sections 11 07(a) and 1108 of the Bankruptcy Code.

                 3.       On July 6, 2012, the Office of the United States Trustee for the District of

Delaware (the "U.S. Trustee") appointed an official committee of unsecured creditors (the

"Committee") [Docket No. 86]. No request has been made for the appointment of a trustee or

examiner in this case.

                 4.       A description of the Debtor's business, the reasons for commencing this

chapter 11 case, and the relief sought from the Court to allow for a smooth transition into chapter

11 are set forth in the Declaration ofDanielL. Fitchett, Jr. in support of Chapter 11 Petitions

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

incorporated by reference herein.

                                         RELIEF REQUESTED

                 5.       The Debtor customarily retains the services of various attorneys and other

professionals in the ordinary course of its business operations (each an "Ordinary Course

Professional" or "OCP" and, collectively, the "OCPs")_2 The OCPs provide services to the


2
 A listing of the OCPs is attached hereto as Exhibit B. The Debtor reserves the right to supplement the list of
OCPs. Gordon & Rees LLP ("Gordon Rees") is paid in the ordinary course by the Debtor's insurance provider and


                                                       2
Debtor in a variety of discrete matters unrelated to this chapter 11 case, including, but not limited

to, general corporate, litigation, water rights, tax, and other matters.

                 6.       The Debtor seeks permission to continue to employ the OCPs post-petition

without each OCP having to file a formal application for employment and compensation

pursuant to sections 327 through 331 of the Bankruptcy Code. Due to the geographic diversity

of the OCPs regularly retained by the Debtor and the relatively modest amount of fees that the

OCPs bill to the Debtor, it would be inefficient and burdensome to the Debtor to request that

each OCP apply separately for approval of its employment and compensation. Additionally, the

Debtor does not believe that section 327 of the Bankruptcy Code requires court approval for

retention and employment of all of the OCPs. However, out of an abundance of caution, the

Debtor requests the relief sought herein.

                 7.       The Debtor requests that it be permitted to employ and retain the OCPs,

effective as of the Petition Date, on terms substantially similar to those in effect prior to the

Petition Date, but subject to the terms described below. The Debtor represents that (a) it desires

to employ the OCPs as necessary for the day-to-day operations of the Debtor's business and

pending litigation, as applicable, (b) the expenses for the OCPs are anticipated to be kept to a

minimum, and (c) the OCPs will not perform substantial services relating to bankruptcy matters

without permission of this Court.

                 8.       Although some of the OCPs may have an unsecured claim against the

Debtor in respect ofprepetition services rendered, the Debtor does not believe that any of the

OCPs have an interest materially adverse to the Debtor, its creditors, or other parties in interest.

By this Motion, the Debtor is not requesting authority to pay prepetition amounts owed to OCPs.


is included in this Motion out of an abundance of caution. The procedures in this Motion shall apply to Gordon &
Rees in the event that the Debtor becomes directly obligated to Gordon Rees for any fees or expenses.


                                                        3
COMPENSATION PROCEDURES

                 9.       The Debtor proposes the following procedures for the retention and

compensation of the OCPs (the "OCP Procedures") 3 :

                 (a)     Prior to the receipt of payment for postpetition services rendered to the
                         Debtor and expenses incurred, each OCP shall file, or caused to be filed,
                         with the Court a declaration of disinterestedness (the "Declaration of
                         Disinterestedness"), substantially in the form attached as Exhibit C to the
                         Motion, stating that such OCP does not represent or hold an interest
                         materially adverse to the Debtor or its estate regarding the matters upon
                         which such OCP is to be retained.

                 (b)     Each OCP shall serve, or cause to be served, a copy of the relevant
                         Declaration of Disinterestedness on: (i) proposed counsel for the Debtor,
                         Foley & Lardner LLP, 402 West Broadway, Suite 2100, San Diego, CA
                         92101, Attn: Christopher Celentino and Young Conaway Stargatt &
                         Taylor, LLP, 1000 North King St., Rodney Square, Wilmington, Delaware
                         19801, Attn: Justin P. Duda; (ii) the U.S. Trustee, 844 King Street, Suite
                         2207, Wilmington, DE 19801, Attn: Mark Kenney; and (iii) counsel for
                         the Committee (collectively, the "Notice Parties").

                 (c)     Any objections to the retention of any OCP by any party in interest in this
                         chapter 11 case must be filed with the Court and at the same time served
                         upon the affected OCP and the Notice Parties within fifteen (15) days of
                         service of the relevant Declaration of Disinterestedness (the "OCP
                         Objection Deadline"). If no objection is received on or before the
                         applicable OCP Objection Deadline with respect to any particular OCP,
                         the Debtor shall be authorized to retain and pay such OCP in the manner
                         provided for in these OCP Procedures.

                 (d)     The Debtor is authorized, but not directed, in its sole discretion, without
                         formal applications being filed with the Court, to compensate and
                         reimburse the OCPs for one-hundred (100%) percent oftheir postpetition
                         fees and expenses incurred upon the submission to the Debtor of an
                         invoice setting forth in reasonable detail the nature of the services
                         rendered and the disbursements actually incurred by the particular OCP
                         without prejudice to the Debtor's right to dispute any such invoice;
                         provided, however, that subject to further order of the Court, the Debtor
                         shall not pay any individual OCP in excess of $25,000 per month, on
                         average, over the prior rolling three-month period, for postpetition
                         compensation and reimbursement ofpostpetition expenses (the "OCP


3
  The OCP Procedures will not apply to attorneys or other professionals retained or to be retained by the Debtor
pursuant to separate orders of this Court.


                                                       4
Cap"); provided, however, that the Debtor's rights to seek to increase the
                      OCP Cap are reserved.

              (e)     In the event that an OCP seeks more than $25,000 per month, on average,
                      over the prior rolling three-month period for its postpetition fees and
                      expenses, such OCP shall be required to file with the Court a fee
                      application for the amount of its fees and expenses in excess of the OCP
                      Cap in accordance with sections 330 and 331 ofthe Bankruptcy Code, the
                      Bankruptcy Rules, the Local Rules, and any applicable orders of the
                      Court.

              (f)     Within thirty (30) days of the close of each calendar quarter (each, a
                      "Quarter") in this chapter 11 case prior to the entry of an order confirming
                      any chapter 11 plan or plans, the Debtor shall file with the Court and serve
                      on the Notice Parties a statement (an "OCP Fees and Expenses
                      Statement") identifying the aggregate amounts paid to each OCP in the
                      reported Quarter. The first Quarter for which the Debtors shall be
                      required to file and serve an OCP Fees and Expenses Statement shall be
                      the calendar quarter beginning July 1, 2012 and ending September 30,
                      2012; provided, however, that any compensation and reimbursement for
                      postpetition fees and expenses paid by the Debtors to the OCPs from the
                      Petition Date through and including June 30, 2012 shall be included in
                      such report.

              (g)     In the event the Debtor supplements the OCP List, the Debtor shall file a
                      supplemental list (a "Supplemental OCP List") with this Court and serve it
                      on the Notice Parties. If no objections are filed to any Supplemental OCP
                      List within ten (10) days after service thereof, such Supplemental OCP
                      List shall be deemed approved by the Court without the need for a hearing
                      or further notice or order of this Court.

                                    BASIS FOR RELIEF

              10.     Section 327(a) of the Bankruptcy Code provides, in relevant part, as

follows:

              Except as otherwise provided in this section, the 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 estates, and that are
              disinterested persons, to represent or assist the trustee in carrying
              out the trustee's duties under the title.

11 U.S.C. § 327(a).




                                               5
11.       Section 327(e) of the Bankruptcy Code provides, in relevant part, as

follows:

               The trustee, with the court's approval, may employ, for a specified
               special purpose ... an attorney that has represented the debtor, if
               in the best interest of the estate, and if such attorney does not
               represent or hold any interest adverse to the debtor or to the estate
               with respect to the matter on which such attorney is to be
               employed.

11 U.S.C. § 327(e).

               12.       Section 328(a) of the Bankruptcy Code provides, in relevant part, as

follows:

               The trustee ... with the court's approval, may employ or authorize
               the employment of a professional person under section 327 ... 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.

11 U.S.C. § 328(a).

               13.       Section 330 of the Bankruptcy Code provides, in relevant part, as follows:

               After notice to the parties in interest and the United States Trustee
               and a hearing ... the court may award to a ... professional person
               employed under section 327 ... (A) reasonable compensation for
               actual, necessary services rendered ... and ... (B) reimbursement
               for actual, necessary expenses.

11 U.S.C. § 330(a)(l).

               14.       Section 105(a) of the Bankruptcy Code provides, in relevant part, that

"[t]he court may issue any order, process, or judgment that is necessary or appropriate to carry

out the provisions of this title." 11 U.S.C. § 105(a).

               15.       In the instant case, the Debtor expects that the need will arise to call upon

the OCPs to assist with corporate, litigation, and other matters in the ordinary course of the

Debtor's business. The Debtor's reorganization would be hindered if the Debtor was required to



                                                   6
submit to the Court an application, affidavit, and proposed retention order for each OCP, and if

each OCP were required to apply for approval of its employment and compensation. The costs

of preparing separate applications for each professional would substantially outweigh any benefit

to the bankruptcy estate. Further, most, if not all of the OCPs will be unfamiliar with the fee

application procedures employed in this chapter 11 case. Given the relatively small monthly fees

expected for each OCP, some of the OCPs may be unwilling to render services to the Debtor if

these requirements were imposed.

               16.     If the background knowledge, expertise, and familiarity that the OCPs

have with the Debtor and its operations are lost, the Debtor will undoubtedly incur additional and

unnecessary expenses in getting replacement professionals "up to speed." The Debtor relies on

the assistance of OCPs for essential functions which are not bankruptcy related and would be

unable to operate without the OCPs' services. The Debtor's estate and its creditors are best

served by avoiding any disruption in the professional services required in their day-to-day

operations and pending litigation.

               17.     Moreover, a requirement that the Ordinary Course Professionals each file

retention pleadings and follow the usual fee application process required of other bankruptcy

professionals would burden the Clerk of the Court's office, the Court, and the U.S. Trustee's

office with unnecessary fee applications. The OCP Procedures will alleviate such a burden.

               18.     Retention and payment plans similar to that proposed herein have been

approved by this Court in numerous other chapter 11 cases. See, e.g., In re Buffets Rests.

Holdings, Inc., Case No. 12-10237 (MFW) (Bankr. D. Del. Feb. 14, 2012); In re Lee Enters.,

Inc., Case No. 11-13918 (KG) (Bankr. D. Del. Jan. 12, 2012); In re Pure Beauty Salons &

Boutiques, Inc., Case No. 11-13159 (MFW) (Bankr. D. Del. Oct. 28, 2011); In re Friendly Ice




                                                 7
Cream Corp., Case No. 11-13167 (KG) (Bankr. D. Del. Oct. 24, 2011); In re Neb. Book Co.,

Inc., Case No. 11-12005 (PJW) (Bankr. D. Del. July 21, 2011); In re Perkins & Marie

Callender's Inc., Case No. 11-11795 (KG) (Bankr. D. Del. July 12, 2011). The Debtor submits

that similar authorization is appropriate in this chapter 11 case.

                19.    The Debtor and its estate would be well served by the continued retention

of the OCPs because of their prior relationships with the Debtor and their understanding of the

Debtor and its operations and pending litigation. It is in the best interest of all creditors and

parties in interest to avoid any disruption in the OCPs' services.

                                              NOTICE

               20.     Notice of this Motion has been provided to: (i) the Office of the United

States Trustee; (ii) the Office of the United States Attorney for the District of Delaware; (iii)

counsel to the Official Committee ofUnsecured Creditors; (iv) counsel to prepetition secured

lenders; (v) counsel to proposed post-petition secured lender; and (vi) all parties requesting

notice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested herein, the

Debtor submits that no other or further notice is necessary.




                                                  8
WHEREFORE, the Debtor respectfully request that this Court enter the Proposed

Order, substantially in the form attached hereto as Exhibit A, authorizing the Debtor to retain,

employ, and compensate certain professionals used in the ordinary course of business.


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




                                                9
IN THE UNITED STATES BANKRUPTCY COURT
                            FOR THE DISTRICT OF DELAWARE


In re:                                                      Chapter 11

Cordillera Golf Club, LLC, 1                                Case No. 12-11893 (CSS)
  dba The Club at Cordillera,
                                                            Hearing Date: July 27, 2012 at 1:00 p.m. (ET)
                                                            Objection Deadline: July 20, 2012 at 4:00 p.m. (ET)
                              Debtor.

                                          NOTICE OF MOTION

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 Motionfor an Order Authorizing the
Debtor to Retain, Employ, and Compensate Certain Professionals Utilized in the Ordinary
Course of Business (the "Motion").

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




1
 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.




01:12261385.5
PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND
TO THE MOTION 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 921 01
                              Telephone: (619) 234-6655
                              Facsimile: (619) 234-3510

                                     -and-

                              YOUNG CONAWAY STARGATT & TAYLOR, LLP


                                Is/ Donald J Bowman, Jr.
                              Michael R. Nestor (No. 3526)
                              Joseph M. Barry (No. 4221)
                              Donald J. Bowman, Jr. (No. 4383)
                              Justin P. Duda (No. 5478)
                              Rodney Square
                              1000 N. King Street
                              Wilmington, Delaware 19801
                              Telephone: (302) 571-6600
                              Facsimile: (302) 571-1253

                              Proposed Counsel for Debtor and Debtor in Possession




                                    2
Exhibit A

                Proposed Order




01:12261385.5
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 AUTHORIZING THE DEBTOR TO RETAIN,
                  EMPLOY, AND COMPENSATE CERTAIN PROFESSIONALS
                    UTILIZED IN THE ORDINARY COURSE OF BUSINESS

                   Upon consideration of the motion (the "Motion"i of the above-captioned debtor

and debtor-in-possession (the "Debtor") for entry of an order authorizing the Debtor to employ

and compensate certain professionals utilized in the ordinary course of business; and it appearing

that this Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and it

appearing that this Motion is a core proceeding pursuant to 28 U.S.C. § 157; and adequate notice

of the Motion and opportunity for objection having been given, with no objections or requests for

hearing having been filed, or all objections having been overruled, as the case may be; and it

appearing that no other notice need be given; and after due deliberation and sufficient cause

therefore,

                   IT IS HEREBY ORDERED THAT:

                   1.       The Motion is GRANTED.

                   2.       The Debtor is authorized, but not directed, to employ and pay reasonable

fees and expenses of the OCPs listed on Exhibit B to the Motion (the "OCP List") to assist and


1
 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.

2
    Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.




01:12261385.5
advise the Debtor in the operation of its business and to represent the Debtor in matters arising in

the ordinary course of the Debtor's business as described in the Motion.

                3.     The Debtor shall serve a copy of this Order and the OCP List on the OCPs

within five (5) business days after entry of this Order.

                4.     Prior to the receipt of payment for postpetition services rendered to the

Debtor and expenses incurred, each OCP shall file, or caused to be filed, with the Court a

declaration of disinterestedness (the "Declaration of Disinterestedness"), substantially in the

form attached as Exhibit C to the Motion, stating that such OCP does not represent or hold an

interest materially adverse to the Debtor or its estate regarding the matters upon which such OCP

is to be retained.

                5.     Each OCP shall serve, or cause to be served, a copy of the relevant

Declaration of Disinterestedness on: (i) proposed counsel for the Debtor, Foley & Lardner LLP,

402 West Broadway, Suite 2100, San Diego, CA 92101, Attn: Christopher Celentino andYoung

Conaway Stargatt & Taylor, LLP, 1000 North King St., Rodney Square, Wilmington, Delaware

19801, Attn: Justin P. Duda; (ii) the U.S. Trustee, 844 King Street, Suite 2207, Wilmington, DE

19801, Attn: Mark Kenney; and (iii) counsel for the Committee (collectively, the "Notice

Parties").

                6.     Any objections to the retention of any OCP by any party in interest in this

chapter 11 case must be filed with the Court and at the same time served upon the affected OCP

and the Notice Parties within fifteen (15) days of service of the relevant Declaration of

Disinterestedness (the "OCP Objection Deadline"). If no objection is received on or before the

applicable OCP Objection Deadline with respect to any particular OCP, the Debtor shall be

authorized to retain and pay such OCP in the manner provided for in this Order.


                                                  2
7.      The Debtor is authorized, but not directed, in its sole discretion, without

formal applications being filed with the Court, to compensate and reimburse the OCPs for one-

hundred (100%) percent of their postpetition fees and expenses incurred upon the submission to

the Debtor of an invoice setting forth in reasonable detail the nature of the services rendered and

the disbursements actually incurred by the particular OCP without prejudice to the Debtor's right

to dispute any such invoice; provided, however, that subject to further order of the Court, the

Debtor shall not pay any individual OCP in excess of $25,000 per month, on average, over the

prior rolling three-month period, for postpetition compensation and reimbursement of

postpetition expenses (the "OCP Cap"); provided, however, that the Debtor's rights to seek to

increase the OCP Cap are reserved.

               8.      In the event that an OCP seeks more than $25,000 per month, on average,

over the prior rolling three-month period for its postpetition fees and expenses, such OCP shall

be required to file with the Court a fee application for the amount of its fees and expenses in

excess of the OCP Cap in accordance with sections 330 and 331 of the Bankruptcy Code, the

Bankruptcy Rules, the Local Rules, and any applicable orders of the Court.

               9.      Within thirty (30) days of the close of each calendar quarter (each, a

"Quarter") in this chapter 11 case prior to the entry of an order confirming any chapter 11 plan or

plans, the Debtor shall file with the Court and serve on the Notice Parties a statement (an "OCP

Fees and Expenses Statement") identifying the aggregate amounts paid to each OCP in the

reported Quarter. The first Quarter for which the Debtors shall be required to file and serve an

OCP Fees and Expenses Statement shall be the calendar quarter beginning July 1, 2012 and

ending September 30, 2012; provided, however, that any compensation and reimbursement for




                                                 3
postpetition fees and expenses paid by the Debtors to the OCPs from the Petition Date through

and including June 30, 2012 shall be included in such report.

               10.     In the event the Debtor supplements the OCP List, the Debtor shall file a

supplemental list (a "Supplemental OCP List") with this Court and serve it on the Notice Parties.

If no objections are filed to any Supplemental OCP List within ten (10) days after service

thereof, such Supplemental OCP List shall be deemed approved by the Court without the need

for a hearing or further notice or order of this Court and shall be governed by this Order.

               11.     The procedures set forth in this Order shall not apply to the payment of the

fees and expenses of Gordon & Rees LLP ("Gordon Rees") by one or more of the Debtor's

insurance providers. The procedures set forth in this Order shall apply to Gordon & Rees LLP

("Gordon Rees") only to the extent that the Debtor becomes directly obligated to Gordon Rees

for the payment of fees and expenses.

               12.     The Debtor is authorized to take all actions necessary to effectuate the

relief granted pursuant to this Order in accordance with the Motion.

               13.     This Court shall retain jurisdiction with respect to any and all matters

arising from or related to the interpretation or implementation of this Order.

Dated: Wilmington, Delaware
       July _ _, 2012

                                                      Christopher S. Sontchi
                                                      United States Bankruptcy Judge




                                                 4
Exhibit B

Ordinary Course Professionals List
Ordinary Course Professional                          Service Provided
          Dickenson, Prud'Homme, Adams & Ingram                      Legal representation
          730 17th St.                                               regarding various corporate
          Ste. 730                                                   matters
          Denver, CO 80202
          Ehrhardt, Keefe, Steiner, Hottman PC                       Accounting and tax services.
          7979 E. Tufts. Ave.
          Ste. 400
          Denver, CO 80237
          Gordon & Rees LLP                                          Legal representation
          555 17th St.                                               regarding litigation matters 1
          Ste. 3400
          Denver, CO 80202
          Greenberg Traurig                                          Legal representation
          5100 Town Center Circle                                    regarding corporate matters
          Ste. 400
          Boca Raton, FL 33486
          Harvey W. Curtis & Assoc.                                  Legal representation
          8310 S. Valley Highway                                     regarding water rights
          Ste. 230
          Englewood, CO 80112
          Peeples Ink                                                Public relations
          12 Vail Road
          Ste. 400
          Vail, Colorado 81657
          Thomas Genshaft, LLP                                       Legal representation
          Aspen Highlands                                            regarding litigation matters
          0039 Boomerang Road
          Ste. 8130
          Aspen, CO 81611




1
  The fees of Gordon & Rees are paid by the Debtor's insurance provider, but the Debtor includes Gordon & Rees
in this chart out of an abundance of caution, in the event the Debtor incurs direct fees in relation to the work
performed by Gordon & Rees.
Exhibit C

Declaration of Disinterestedness
IN THE UNITED STATES BANKRUPTCY COURT
                             FOR THE DISTRICT OF DELAWARE


    In re:                                                  Chapter 11

    Cordillera Golf Club, LLC/                              Case No. 12-11893 (CSS)
      dba The Club at Cordillera,
                                                            Ref. Docket No.
                               Debtor.

                            DECLARATION OF DISINTERESTEDNESS

I, [Declarant], do hereby declare under penalty of perjury:

             1.   I am a [position] of[Firm], located at [Street, City, State Zip Code] (the "Firm").

                  2.      The above-captioned debtor and debtor-in-possession (the "Debtor") has

requested that the Firm provide      ~___ _ _ _ _ _ _ ___]             services to the Debtor, and the Firm

has agreed to provide such services.

                  3.      The Firm may have performed services in the past, may currently perform

services, and may perform services in the future, in matters unrelated to the above-captioned

case, for persons that are parties in interest in the Debtor's chapter 11 case. The Firm does not

perform services for any such person in connection with this chapter 11 case, or have any

relationship with any such person, their attorneys, or accountants that would be adverse to the

Debtor or its estate.

                  4.      As part of its customary practice, the Firm is retained in cases,

proceedings, and transactions involving many different parties, some of whom may represent or

be employed by the Debtor, claimants, and parties in interest in this chapter 11 case.




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.
5.      Neither I nor any principal, partner, director or officer of, or professional

employed by, the Firm has agreed to share or will share any portion of the compensation to be

received from the Debtor with any other person other than the principal and regular employees of

the Firm.

               6.      Neither I nor any principal, partner, director or officer of, or professional

employed by, the Firm, insofar as I have been able to ascertain, holds, or represents any interest

adverse to the Debtor or its estate with respect to the matter(s) upon which this Firm is to be

employed.

               7.      The Debtor owes the Firm [$_ _ _ _ ___, for prepetition services, the

payment of which is subject to limitations contained in title 11 of the United States Code, 11

U.S.C. §§ 101-1532 (the "Bankruptcy Code").

               8.      As of the date the chapter 11 case was commenced (the "Petition Date"),

the Firm [was/was not] party to an agreement for indemnification with the Debtor. [If there is

such an agreement, a copy of such agreement is attached as Exhibit A to this Declaration].

               9.      The Firm is conducting further inquiries regarding its retention by any

creditors of the Debtor, and upon conclusion of that inquiry, or at any time during the period of

its employment, if the Firm should discover any facts bearing on the matters described herein,

the Firm will supplement the information contained in this Declaration.

       I declare under penalty of perjury that the foregoing is true and correct.

Executed on [L__ __,], 2012

                                                     By: --------------------------
                                                         [DECLARANT]




                                                 2

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10000001208

  • 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 4:00 p.m. (ET) DEBTOR'S MOTION FOR AN ORDER AUTHORIZING THE DEBTOR TO RETAIN, EMPLOY, AND COMPENSATE CERTAIN PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS The above-captioned debtor and debtor in possession (the "Debtor") files this motion (the "Motion") for entry of an order, substantially in the form attached hereto as Exhibit A (the "Proposed Order"), pursuant to sections 105(a), 327, 328, and 330 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), authorizing, but not directing, the Debtor to retain, employ, and compensate certain professionals utilized in the ordinary course of business. In support of this Motion, 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 ofReference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with Article III of the United States Constitution. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX- XXX:l317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. 01:12261385.5
  • 2. 1409. The statutory bases for the relief requested herein are sections 105(a), 327, 328, and 330 of the Bankruptcy Code, Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 2014-1 ofthe Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"). BACKGROUND 2. On June 26, 2012 (the "Petition Date"), the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor has continued in possession of its properties and has continued to operate and maintain its business as a debtor in possession pursuant to sections 11 07(a) and 1108 of the Bankruptcy Code. 3. On July 6, 2012, the Office of the United States Trustee for the District of Delaware (the "U.S. Trustee") appointed an official committee of unsecured creditors (the "Committee") [Docket No. 86]. No request has been made for the appointment of a trustee or examiner in this case. 4. A description of the Debtor's business, the reasons for commencing this chapter 11 case, and the relief sought from the Court to allow for a smooth transition into chapter 11 are set forth in the Declaration ofDanielL. Fitchett, Jr. in support of Chapter 11 Petitions and First Day Relief[Docket No.2] (the "First Day Declaration"), filed on the Petition Date and incorporated by reference herein. RELIEF REQUESTED 5. The Debtor customarily retains the services of various attorneys and other professionals in the ordinary course of its business operations (each an "Ordinary Course Professional" or "OCP" and, collectively, the "OCPs")_2 The OCPs provide services to the 2 A listing of the OCPs is attached hereto as Exhibit B. The Debtor reserves the right to supplement the list of OCPs. Gordon & Rees LLP ("Gordon Rees") is paid in the ordinary course by the Debtor's insurance provider and 2
  • 3. Debtor in a variety of discrete matters unrelated to this chapter 11 case, including, but not limited to, general corporate, litigation, water rights, tax, and other matters. 6. The Debtor seeks permission to continue to employ the OCPs post-petition without each OCP having to file a formal application for employment and compensation pursuant to sections 327 through 331 of the Bankruptcy Code. Due to the geographic diversity of the OCPs regularly retained by the Debtor and the relatively modest amount of fees that the OCPs bill to the Debtor, it would be inefficient and burdensome to the Debtor to request that each OCP apply separately for approval of its employment and compensation. Additionally, the Debtor does not believe that section 327 of the Bankruptcy Code requires court approval for retention and employment of all of the OCPs. However, out of an abundance of caution, the Debtor requests the relief sought herein. 7. The Debtor requests that it be permitted to employ and retain the OCPs, effective as of the Petition Date, on terms substantially similar to those in effect prior to the Petition Date, but subject to the terms described below. The Debtor represents that (a) it desires to employ the OCPs as necessary for the day-to-day operations of the Debtor's business and pending litigation, as applicable, (b) the expenses for the OCPs are anticipated to be kept to a minimum, and (c) the OCPs will not perform substantial services relating to bankruptcy matters without permission of this Court. 8. Although some of the OCPs may have an unsecured claim against the Debtor in respect ofprepetition services rendered, the Debtor does not believe that any of the OCPs have an interest materially adverse to the Debtor, its creditors, or other parties in interest. By this Motion, the Debtor is not requesting authority to pay prepetition amounts owed to OCPs. is included in this Motion out of an abundance of caution. The procedures in this Motion shall apply to Gordon & Rees in the event that the Debtor becomes directly obligated to Gordon Rees for any fees or expenses. 3
  • 4. COMPENSATION PROCEDURES 9. The Debtor proposes the following procedures for the retention and compensation of the OCPs (the "OCP Procedures") 3 : (a) Prior to the receipt of payment for postpetition services rendered to the Debtor and expenses incurred, each OCP shall file, or caused to be filed, with the Court a declaration of disinterestedness (the "Declaration of Disinterestedness"), substantially in the form attached as Exhibit C to the Motion, stating that such OCP does not represent or hold an interest materially adverse to the Debtor or its estate regarding the matters upon which such OCP is to be retained. (b) Each OCP shall serve, or cause to be served, a copy of the relevant Declaration of Disinterestedness on: (i) proposed counsel for the Debtor, Foley & Lardner LLP, 402 West Broadway, Suite 2100, San Diego, CA 92101, Attn: Christopher Celentino and Young Conaway Stargatt & Taylor, LLP, 1000 North King St., Rodney Square, Wilmington, Delaware 19801, Attn: Justin P. Duda; (ii) the U.S. Trustee, 844 King Street, Suite 2207, Wilmington, DE 19801, Attn: Mark Kenney; and (iii) counsel for the Committee (collectively, the "Notice Parties"). (c) Any objections to the retention of any OCP by any party in interest in this chapter 11 case must be filed with the Court and at the same time served upon the affected OCP and the Notice Parties within fifteen (15) days of service of the relevant Declaration of Disinterestedness (the "OCP Objection Deadline"). If no objection is received on or before the applicable OCP Objection Deadline with respect to any particular OCP, the Debtor shall be authorized to retain and pay such OCP in the manner provided for in these OCP Procedures. (d) The Debtor is authorized, but not directed, in its sole discretion, without formal applications being filed with the Court, to compensate and reimburse the OCPs for one-hundred (100%) percent oftheir postpetition fees and expenses incurred upon the submission to the Debtor of an invoice setting forth in reasonable detail the nature of the services rendered and the disbursements actually incurred by the particular OCP without prejudice to the Debtor's right to dispute any such invoice; provided, however, that subject to further order of the Court, the Debtor shall not pay any individual OCP in excess of $25,000 per month, on average, over the prior rolling three-month period, for postpetition compensation and reimbursement ofpostpetition expenses (the "OCP 3 The OCP Procedures will not apply to attorneys or other professionals retained or to be retained by the Debtor pursuant to separate orders of this Court. 4
  • 5. Cap"); provided, however, that the Debtor's rights to seek to increase the OCP Cap are reserved. (e) In the event that an OCP seeks more than $25,000 per month, on average, over the prior rolling three-month period for its postpetition fees and expenses, such OCP shall be required to file with the Court a fee application for the amount of its fees and expenses in excess of the OCP Cap in accordance with sections 330 and 331 ofthe Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable orders of the Court. (f) Within thirty (30) days of the close of each calendar quarter (each, a "Quarter") in this chapter 11 case prior to the entry of an order confirming any chapter 11 plan or plans, the Debtor shall file with the Court and serve on the Notice Parties a statement (an "OCP Fees and Expenses Statement") identifying the aggregate amounts paid to each OCP in the reported Quarter. The first Quarter for which the Debtors shall be required to file and serve an OCP Fees and Expenses Statement shall be the calendar quarter beginning July 1, 2012 and ending September 30, 2012; provided, however, that any compensation and reimbursement for postpetition fees and expenses paid by the Debtors to the OCPs from the Petition Date through and including June 30, 2012 shall be included in such report. (g) In the event the Debtor supplements the OCP List, the Debtor shall file a supplemental list (a "Supplemental OCP List") with this Court and serve it on the Notice Parties. If no objections are filed to any Supplemental OCP List within ten (10) days after service thereof, such Supplemental OCP List shall be deemed approved by the Court without the need for a hearing or further notice or order of this Court. BASIS FOR RELIEF 10. Section 327(a) of the Bankruptcy Code provides, in relevant part, as follows: Except as otherwise provided in this section, the 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 estates, and that are disinterested persons, to represent or assist the trustee in carrying out the trustee's duties under the title. 11 U.S.C. § 327(a). 5
  • 6. 11. Section 327(e) of the Bankruptcy Code provides, in relevant part, as follows: The trustee, with the court's approval, may employ, for a specified special purpose ... an attorney that has represented the debtor, if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed. 11 U.S.C. § 327(e). 12. Section 328(a) of the Bankruptcy Code provides, in relevant part, as follows: The trustee ... with the court's approval, may employ or authorize the employment of a professional person under section 327 ... 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. 11 U.S.C. § 328(a). 13. Section 330 of the Bankruptcy Code provides, in relevant part, as follows: After notice to the parties in interest and the United States Trustee and a hearing ... the court may award to a ... professional person employed under section 327 ... (A) reasonable compensation for actual, necessary services rendered ... and ... (B) reimbursement for actual, necessary expenses. 11 U.S.C. § 330(a)(l). 14. Section 105(a) of the Bankruptcy Code provides, in relevant part, that "[t]he court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title." 11 U.S.C. § 105(a). 15. In the instant case, the Debtor expects that the need will arise to call upon the OCPs to assist with corporate, litigation, and other matters in the ordinary course of the Debtor's business. The Debtor's reorganization would be hindered if the Debtor was required to 6
  • 7. submit to the Court an application, affidavit, and proposed retention order for each OCP, and if each OCP were required to apply for approval of its employment and compensation. The costs of preparing separate applications for each professional would substantially outweigh any benefit to the bankruptcy estate. Further, most, if not all of the OCPs will be unfamiliar with the fee application procedures employed in this chapter 11 case. Given the relatively small monthly fees expected for each OCP, some of the OCPs may be unwilling to render services to the Debtor if these requirements were imposed. 16. If the background knowledge, expertise, and familiarity that the OCPs have with the Debtor and its operations are lost, the Debtor will undoubtedly incur additional and unnecessary expenses in getting replacement professionals "up to speed." The Debtor relies on the assistance of OCPs for essential functions which are not bankruptcy related and would be unable to operate without the OCPs' services. The Debtor's estate and its creditors are best served by avoiding any disruption in the professional services required in their day-to-day operations and pending litigation. 17. Moreover, a requirement that the Ordinary Course Professionals each file retention pleadings and follow the usual fee application process required of other bankruptcy professionals would burden the Clerk of the Court's office, the Court, and the U.S. Trustee's office with unnecessary fee applications. The OCP Procedures will alleviate such a burden. 18. Retention and payment plans similar to that proposed herein have been approved by this Court in numerous other chapter 11 cases. See, e.g., In re Buffets Rests. Holdings, Inc., Case No. 12-10237 (MFW) (Bankr. D. Del. Feb. 14, 2012); In re Lee Enters., Inc., Case No. 11-13918 (KG) (Bankr. D. Del. Jan. 12, 2012); In re Pure Beauty Salons & Boutiques, Inc., Case No. 11-13159 (MFW) (Bankr. D. Del. Oct. 28, 2011); In re Friendly Ice 7
  • 8. Cream Corp., Case No. 11-13167 (KG) (Bankr. D. Del. Oct. 24, 2011); In re Neb. Book Co., Inc., Case No. 11-12005 (PJW) (Bankr. D. Del. July 21, 2011); In re Perkins & Marie Callender's Inc., Case No. 11-11795 (KG) (Bankr. D. Del. July 12, 2011). The Debtor submits that similar authorization is appropriate in this chapter 11 case. 19. The Debtor and its estate would be well served by the continued retention of the OCPs because of their prior relationships with the Debtor and their understanding of the Debtor and its operations and pending litigation. It is in the best interest of all creditors and parties in interest to avoid any disruption in the OCPs' services. NOTICE 20. Notice of this Motion has been provided to: (i) the Office of the United States Trustee; (ii) the Office of the United States Attorney for the District of Delaware; (iii) counsel to the Official Committee ofUnsecured Creditors; (iv) counsel to prepetition secured lenders; (v) counsel to proposed post-petition secured lender; and (vi) all parties requesting notice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested herein, the Debtor submits that no other or further notice is necessary. 8
  • 9. WHEREFORE, the Debtor respectfully request that this Court enter the Proposed Order, substantially in the form attached hereto as Exhibit A, authorizing the Debtor to retain, employ, and compensate certain professionals used in the ordinary course of business. 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 9
  • 10. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Cordillera Golf Club, LLC, 1 Case No. 12-11893 (CSS) dba The Club at Cordillera, Hearing Date: July 27, 2012 at 1:00 p.m. (ET) Objection Deadline: July 20, 2012 at 4:00 p.m. (ET) Debtor. NOTICE OF MOTION 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 Motionfor an Order Authorizing the Debtor to Retain, Employ, and Compensate Certain Professionals Utilized in the Ordinary Course of Business (the "Motion"). PLEASE TAKE FURTHER NOTICE that responses, if any, to the Motion 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 MOTION WILL BE HELD ON JULY 27, 2012 AT 1:00 P.M. (ET) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR, COURTROOM NO.6, WILMINGTON, DELAWARE 19801. 1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX- XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. 01:12261385.5
  • 11. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE MOTION 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 921 01 Telephone: (619) 234-6655 Facsimile: (619) 234-3510 -and- YOUNG CONAWAY STARGATT & TAYLOR, LLP Is/ Donald J Bowman, Jr. Michael R. Nestor (No. 3526) Joseph M. Barry (No. 4221) Donald J. Bowman, Jr. (No. 4383) Justin P. Duda (No. 5478) Rodney Square 1000 N. King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Proposed Counsel for Debtor and Debtor in Possession 2
  • 12. Exhibit A Proposed Order 01:12261385.5
  • 13. 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 AUTHORIZING THE DEBTOR TO RETAIN, EMPLOY, AND COMPENSATE CERTAIN PROFESSIONALS UTILIZED IN THE ORDINARY COURSE OF BUSINESS Upon consideration of the motion (the "Motion"i of the above-captioned debtor and debtor-in-possession (the "Debtor") for entry of an order authorizing the Debtor to employ and compensate certain professionals utilized in the ordinary course of business; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334; and it appearing that this Motion is a core proceeding pursuant to 28 U.S.C. § 157; and adequate notice of the Motion and opportunity for objection having been given, with no objections or requests for hearing having been filed, or all objections having been overruled, as the case may be; and it appearing that no other notice need be given; and after due deliberation and sufficient cause therefore, IT IS HEREBY ORDERED THAT: 1. The Motion is GRANTED. 2. The Debtor is authorized, but not directed, to employ and pay reasonable fees and expenses of the OCPs listed on Exhibit B to the Motion (the "OCP List") to assist and 1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX- XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion. 01:12261385.5
  • 14. advise the Debtor in the operation of its business and to represent the Debtor in matters arising in the ordinary course of the Debtor's business as described in the Motion. 3. The Debtor shall serve a copy of this Order and the OCP List on the OCPs within five (5) business days after entry of this Order. 4. Prior to the receipt of payment for postpetition services rendered to the Debtor and expenses incurred, each OCP shall file, or caused to be filed, with the Court a declaration of disinterestedness (the "Declaration of Disinterestedness"), substantially in the form attached as Exhibit C to the Motion, stating that such OCP does not represent or hold an interest materially adverse to the Debtor or its estate regarding the matters upon which such OCP is to be retained. 5. Each OCP shall serve, or cause to be served, a copy of the relevant Declaration of Disinterestedness on: (i) proposed counsel for the Debtor, Foley & Lardner LLP, 402 West Broadway, Suite 2100, San Diego, CA 92101, Attn: Christopher Celentino andYoung Conaway Stargatt & Taylor, LLP, 1000 North King St., Rodney Square, Wilmington, Delaware 19801, Attn: Justin P. Duda; (ii) the U.S. Trustee, 844 King Street, Suite 2207, Wilmington, DE 19801, Attn: Mark Kenney; and (iii) counsel for the Committee (collectively, the "Notice Parties"). 6. Any objections to the retention of any OCP by any party in interest in this chapter 11 case must be filed with the Court and at the same time served upon the affected OCP and the Notice Parties within fifteen (15) days of service of the relevant Declaration of Disinterestedness (the "OCP Objection Deadline"). If no objection is received on or before the applicable OCP Objection Deadline with respect to any particular OCP, the Debtor shall be authorized to retain and pay such OCP in the manner provided for in this Order. 2
  • 15. 7. The Debtor is authorized, but not directed, in its sole discretion, without formal applications being filed with the Court, to compensate and reimburse the OCPs for one- hundred (100%) percent of their postpetition fees and expenses incurred upon the submission to the Debtor of an invoice setting forth in reasonable detail the nature of the services rendered and the disbursements actually incurred by the particular OCP without prejudice to the Debtor's right to dispute any such invoice; provided, however, that subject to further order of the Court, the Debtor shall not pay any individual OCP in excess of $25,000 per month, on average, over the prior rolling three-month period, for postpetition compensation and reimbursement of postpetition expenses (the "OCP Cap"); provided, however, that the Debtor's rights to seek to increase the OCP Cap are reserved. 8. In the event that an OCP seeks more than $25,000 per month, on average, over the prior rolling three-month period for its postpetition fees and expenses, such OCP shall be required to file with the Court a fee application for the amount of its fees and expenses in excess of the OCP Cap in accordance with sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any applicable orders of the Court. 9. Within thirty (30) days of the close of each calendar quarter (each, a "Quarter") in this chapter 11 case prior to the entry of an order confirming any chapter 11 plan or plans, the Debtor shall file with the Court and serve on the Notice Parties a statement (an "OCP Fees and Expenses Statement") identifying the aggregate amounts paid to each OCP in the reported Quarter. The first Quarter for which the Debtors shall be required to file and serve an OCP Fees and Expenses Statement shall be the calendar quarter beginning July 1, 2012 and ending September 30, 2012; provided, however, that any compensation and reimbursement for 3
  • 16. postpetition fees and expenses paid by the Debtors to the OCPs from the Petition Date through and including June 30, 2012 shall be included in such report. 10. In the event the Debtor supplements the OCP List, the Debtor shall file a supplemental list (a "Supplemental OCP List") with this Court and serve it on the Notice Parties. If no objections are filed to any Supplemental OCP List within ten (10) days after service thereof, such Supplemental OCP List shall be deemed approved by the Court without the need for a hearing or further notice or order of this Court and shall be governed by this Order. 11. The procedures set forth in this Order shall not apply to the payment of the fees and expenses of Gordon & Rees LLP ("Gordon Rees") by one or more of the Debtor's insurance providers. The procedures set forth in this Order shall apply to Gordon & Rees LLP ("Gordon Rees") only to the extent that the Debtor becomes directly obligated to Gordon Rees for the payment of fees and expenses. 12. The Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 13. This Court shall retain jurisdiction with respect to any and all matters arising from or related to the interpretation or implementation of this Order. Dated: Wilmington, Delaware July _ _, 2012 Christopher S. Sontchi United States Bankruptcy Judge 4
  • 17. Exhibit B Ordinary Course Professionals List
  • 18. Ordinary Course Professional Service Provided Dickenson, Prud'Homme, Adams & Ingram Legal representation 730 17th St. regarding various corporate Ste. 730 matters Denver, CO 80202 Ehrhardt, Keefe, Steiner, Hottman PC Accounting and tax services. 7979 E. Tufts. Ave. Ste. 400 Denver, CO 80237 Gordon & Rees LLP Legal representation 555 17th St. regarding litigation matters 1 Ste. 3400 Denver, CO 80202 Greenberg Traurig Legal representation 5100 Town Center Circle regarding corporate matters Ste. 400 Boca Raton, FL 33486 Harvey W. Curtis & Assoc. Legal representation 8310 S. Valley Highway regarding water rights Ste. 230 Englewood, CO 80112 Peeples Ink Public relations 12 Vail Road Ste. 400 Vail, Colorado 81657 Thomas Genshaft, LLP Legal representation Aspen Highlands regarding litigation matters 0039 Boomerang Road Ste. 8130 Aspen, CO 81611 1 The fees of Gordon & Rees are paid by the Debtor's insurance provider, but the Debtor includes Gordon & Rees in this chart out of an abundance of caution, in the event the Debtor incurs direct fees in relation to the work performed by Gordon & Rees.
  • 19. Exhibit C Declaration of Disinterestedness
  • 20. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Cordillera Golf Club, LLC/ Case No. 12-11893 (CSS) dba The Club at Cordillera, Ref. Docket No. Debtor. DECLARATION OF DISINTERESTEDNESS I, [Declarant], do hereby declare under penalty of perjury: 1. I am a [position] of[Firm], located at [Street, City, State Zip Code] (the "Firm"). 2. The above-captioned debtor and debtor-in-possession (the "Debtor") has requested that the Firm provide ~___ _ _ _ _ _ _ ___] services to the Debtor, and the Firm has agreed to provide such services. 3. The Firm may have performed services in the past, may currently perform services, and may perform services in the future, in matters unrelated to the above-captioned case, for persons that are parties in interest in the Debtor's chapter 11 case. The Firm does not perform services for any such person in connection with this chapter 11 case, or have any relationship with any such person, their attorneys, or accountants that would be adverse to the Debtor or its estate. 4. As part of its customary practice, the Firm is retained in cases, proceedings, and transactions involving many different parties, some of whom may represent or be employed by the Debtor, claimants, and parties in interest in this chapter 11 case. 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.
  • 21. 5. Neither I nor any principal, partner, director or officer of, or professional employed by, the Firm has agreed to share or will share any portion of the compensation to be received from the Debtor with any other person other than the principal and regular employees of the Firm. 6. Neither I nor any principal, partner, director or officer of, or professional employed by, the Firm, insofar as I have been able to ascertain, holds, or represents any interest adverse to the Debtor or its estate with respect to the matter(s) upon which this Firm is to be employed. 7. The Debtor owes the Firm [$_ _ _ _ ___, for prepetition services, the payment of which is subject to limitations contained in title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"). 8. As of the date the chapter 11 case was commenced (the "Petition Date"), the Firm [was/was not] party to an agreement for indemnification with the Debtor. [If there is such an agreement, a copy of such agreement is attached as Exhibit A to this Declaration]. 9. The Firm is conducting further inquiries regarding its retention by any creditors of the Debtor, and upon conclusion of that inquiry, or at any time during the period of its employment, if the Firm should discover any facts bearing on the matters described herein, the Firm will supplement the information contained in this Declaration. I declare under penalty of perjury that the foregoing is true and correct. Executed on [L__ __,], 2012 By: -------------------------- [DECLARANT] 2