This document is a joinder filed by Jeffrey Rush, M.D., as Trustee of the Rush Family Trust, in the objection filed by Cordillera Golf Club, LLC to various motions to transfer venue of the bankruptcy case from the U.S. Bankruptcy Court for the District of Delaware to the U.S. Bankruptcy Court for the District of Colorado. Dr. Rush is the largest unsecured creditor in the case, with a claim of at least $3.75 million. Dr. Rush believes the interests of the debtor, creditors, and other parties are best served by the Delaware court retaining venue.

1. IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re Chapter 11
CORDILLERA GOLF CLUB, LLC1 Case No. 12-11893 (CSS)
dba The Club at Cordillera,
Hearing Date: July 16, 2012 at 10:00 a.m.
Debtor. Object. Due: July 11, 2012 at 12:00 p.m.
Re: D.I. 69, 77, 78, 95, 117 & 118)
JOINDER OF CREDITOR JEFFREY RUSH, M.D. AS TRUSTEE OF THE RUSH
FAMILY TRUST UTD MAY 8, 1985, TO OBJECTION OF DEBTOR TO (I) MOTION
OF CHERYL M. FOLEY, THOMAS WILNER, JANE WILNER, CHARLES JACKSON,
MARY JACKSON AND KEVIN B. ALLEN, INDIVIDUALLY AND AS
REPRESENTATIVES OF A CERTIFIED CLASS OF MEMBERS, TO TRANSFER
VENUE (D.I. 69), (II) MOTION OF CORDILLERA PROPERTY OWNERS
ASSOCIATION, INC. AND CORDILLERA METROPOLITAN DISTRICT TO
TRANSFER VENUE TO COLORADO AND JOINDER IN THE MOTION OF CHERYL
M. FOLEY, THOMAS WILNER, JANE WILNER, CHARLES JACKSON, MARY
JACKSON AND KEVIN B. ALLEN, INDIVIDUALLY AND AS REPRESENTATIVES
OF A CERTIFIED CLASS OF MEMBERS, TO TRANSFER VENUE (D.I. 78), AND (III)
JOINDERS OF ALPINE BANK IN VENUE TRANSFER MOTIONS (D.I. 77 & 95)
Jeffrey Rush, M.D., as Trustee of the Rush Family Trust UTD May 8, 1985 (“Dr.
Rush”), by and through his undersigned counsel, hereby submits this joinder in the
contemporaneously filed objection (D.I. 118) (the “Objection”) of Cordillera Golf Club, LLC,
debtor and debtor-in-possession (the “Debtor”), to: (i) the Motion Of Cheryl M. Foley, Thomas
Wilner, Jane Wilner, Charles Jackson, Mary Jackson And Kevin B. Allen, Individually And As
Representatives Of A Certified Class Of Members (the “Plaintiff Class Representatives”), To
Transfer Venue (D.I. 69); (ii) the Motion Of Cordillera Property Owners Association, Inc. (the
“CPOA”) And Cordillera Metropolitan District (the “CMD” and together with the CPA, 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, Colorado 81632.

2. “Member Organizations”) To Transfer Venue To Colorado And Joinder In The Motion Of
Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson And Kevin B.
Allen, Individually And As Representatives Of A Certified Class Of Members, To Transfer
Venue (D.I. 78); and (iii) Joinders Of Alpine Bank In Venue Transfer Motions (D.I. 77 & 95)
(collectively, the “Venue Transfer Requests”). Dr. Rush joins in and incorporates by reference
the arguments presented in the Debtor’s Objection, and respectfully states as follows in support
of this Court’s retention of this properly venued chapter 11 case:
1. On information and belief, Dr. Rush is the single largest unsecured
creditor of the Debtor, with a claim of not less than $3,750,000.00. Dr. Rush’s claim arises
under that certain Guaranty, dated September 24, 2010, as amended (the “Guaranty”).2 Indeed,
the combined claims of the Plaintiff Class Representatives and initial movants Cheryl M. Foley,
Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson And Kevin B. Allen, which claims
consistent principally of their respective membership deposits,3 do not approach what Dr. Rush
alone is owed.4
2
Other guarantors under the Guaranty include the Debtor’s non-debtor affiliates WFP
Investments, LLC, WFP Cordillera Holdings, LLC, and Cordillera Golf Holdings, LLC.
The Guaranty was issued in connection with that certain Promissory Note, dated
September 24, 2010, as amended, between Dr. Rush, as Lender, and David A. Wilhelm,
as Borrower. To secure repayment of the indebtedness owed to him, Dr. Rush has
obtained collateral or assignments of collateral from certain non-debtor parties. But, the
Guaranty, as a direct obligation of the Debtor, is unsecured.
3
According to the Class Plaintiff Representatives’ own motion, they individual paid
membership deposits ranging between $7,500 and $205,000. See Class Plaintiff
Representatives’ Venue Transfer Request (D.I. 69), at 3-4. Accordingly, it is
mathematically impossible for the aggregate value of the Class Plaintiff Representatives’
alleged claims to exceed the amount of Dr. Rush’s claim.
4
Just minutes before this Joinder was due, the recently formed Official Committee of
Unsecured Creditors (the “Committee”) filed a pleading joining the Venue Transfer
Requests and expressing support for changing venue of this bankruptcy case. Although
Dr. Rush has not had the opportunity to fully digest the Committee’s filing and reserves
2

3. 2. Dr. Rush opposes transfer of this case and respectfully submits that the
interests of the Debtor, its estate, its creditors and other parties in interest are best served by this
Court retaining venue of this case. Furthermore, Dr. Rush believes that this Court is both a
convenient and accessible forum for him and other significant parties in interest.
3. Since September 2010, Dr. Rush has made multiple advances of funds in
the aggregate principal amount not less than $3,750,000, which advances have benefited the
Debtor and its affiliates. These loans from Dr. Rush have provided the Debtor and its affiliates
with much needed liquidity during a period in which they have been embroiled in caustic
litigation and public disputes, largely initiated by a subset of disgruntled Club members. Given
the Debtor’s current precarious situation, brought on in large part as a result of such events, Dr.
Rush therefore is among the creditors with the most riding on the success or failure of the
Debtor’s reorganization.
4. Dr. Rush understands and believes that the Debtor’s best prospects for a
successful reorganization are in this Court. While the judges and staff of the United States
Bankruptcy Court for the District of Colorado are no doubt every bit as capable and diligent as
the right to respond further to it, Dr. Rush respectfully submits that any positions the
Committee asserts in support of transferring venue should be substantially discounted by
this Court. Dr. Rush notes that (i) at least two members of the Committee (Cheryl M.
Foley and Kevin B. Allen) are also named class-plaintiffs and movants on one of the
Venue Transfer Requests; and (ii) at least one member of the Committee (Kenneth
Ulicky) is a Board Member of the CMD, which has made its own Venue Transfer
Request and has joined in that of the named class-plaintiffs. Dr. Rush notes further that
he timely submitted a completed questionnaire and appeared through counsel with his
proxy at the United State Trustee’s Committee formation meeting held on July 6, 2012,
but was denied a seat on the Committee. As presently constituted, six of the seven
Committee members are current or one time property owners or holders of membership
interests. The remaining Committee member is a trade creditor, who was not present in
person or by proxy at the Committee formation meeting. No member of the Committee
is similarly situated to Dr. Rush.
3

4. those of this Court, Dr. Rush believes that the poisonous atmosphere created by many of the
dissenting members and property owners and certain others, as well as unfounded claims that
have been reported in the local press in Colorado, has largely choked off the Debtor’s access to
funding and investment sources in or near Colorado. Dr. Rush understands that the Debtor’s best
chance to obtain additional funding and investment is likely from East Coast-based lenders that
frequently lend to or invest in debtors in this Court and whose ability to objectively evaluate the
Debtor (and any reorganization plan it proposes) on its merits has not been tainted by long
exposure to these events and misinformation that has been spread in the Colorado press. Indeed,
Northlight Financial, LLC, the Debtor’s proposed debtor-in-possession lender, manages various
funds from offices located in nearby New York, New York.
5. Additionally, retaining the bankruptcy case in Delaware will not cause Dr.
Rush or other significant parties in interest undue burden or expense. Dr. Rush, who is located in
California, has already retained the undersigned Delaware counsel to assist him in this
bankruptcy and related matters. Indeed, a venue change to Colorado at this point would cause
Dr. Rush to incur additional unnecessary expense because of the need to retain other counsel in
Colorado and bring a new set of lawyers up to speed in this fast moving case.
6. Furthermore, from a convenience standpoint, it makes little different to
Dr. Rush and other West Coast-based creditors whether the case remains pending in this Court or
is transferred to Colorado.5 This Court (and presumably the Colorado bankruptcy court) permits
creditors to appear and be heard by telephone in appropriate circumstances. And, if there is a
5
Dr. Rush notes that the Kogan Law Firm, APC, which identified a Los Angeles,
California address, recently appeared in the case on behalf of certain unidentified
homeowners. See Notice of Appearance and Demand for Service of Papers, filed July 10,
2012 (D.I. 115).
4

5. need for Dr. Rush or his California-based attorneys to appear in person, a lengthy plane ride will
be involved whether the case goes forward here or in Colorado.
7. Conversely, the recently-formed Committee has hired – not Colorado
based counsel – but the sizeable law firms of Munsch Hardt Kopf & Harr, P.C., based in Texas,
and Saul Ewing LLP, with 11 locations along the East Coast. Thus, the Committee now has
more than 340 lawyers at its disposal (and, subject to approval of appropriate applications, being
paid for by the Debtor’s estate), none of which is located in Colorado, but several of which are
located here in Delaware.6 Moreover, because (as noted in footnote 3 above) there is substantial
overlap between the membership of the Committee and the movants who have filed the Venue
Transfer Requests, it can be presumed that the constituents on behalf of which the movants
purport to act will be adequately represented here in Delaware by the Committee.
6
Furthermore, based on a review of each firm’s website (www.munsch.com and
www.saul.com), neither law firm appears to have a single attorney who is an active
member in good standing of the Colorado bar. This fact undermines any argument that
the Committee’s professionals would somehow be better situated to represent the
unsecured creditors’ interests were the case transferred to the District of Colorado.
5

6. WHEREFORE, for all of these reasons and those stated in the Debtor’s Objection,
in which Dr. Rush joins, Dr. Rush respectfully requests that the Venue Transfer Requests be
denied and that the Court grant such other and further relief to Dr. Rush as is just and equitable.
July 11, 2012 MORRIS, NICHOLS, ARSHT & TUNNELL LLP
/s/ Gregory W. Werkheiser
Gregory W. Werkheiser (#3553)
gwerkheiser@mnat.com
Daniel B. Butz (#4227)
kdawson@mnat.com
1201 N. Market Street. 18th Floor
P.O. Box 1347
Wilmington, DE 19899-1347
(302) 658-9200
Counsel for Jeffrey Rush, M.D., as Trustee of the
Rush Family Trust UTD May 8, 1985
6

7. CERTIFICATE OF SERVICE
I, Gregory W. Werkheiser, certify that I am not less than 18 years of age, and that service
of the foregoing Joinder of Creditor Jeffrey Rush, M.D. as Trustee of the Rush Family
Trust UTD May 8, 1985, to Objection of Debtor to (I) Motion of Cheryl M. Foley, Thomas
Wilner, Jane Wilner, Charles Jackson, Mary Jackson and Kevin B. Allen, Individually and
as Representatives of a Certified Class of Members, to Transfer Venue (D.I. 69), (II)
Motion of Cordillera Property Owners Association, Inc. and Cordillera Metropolitan
District to Transfer Venue to Colorado and Joinder in the Motion of Cheryl M. Foley,
Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson and Kevin B. Allen,
Individually and as Representatives of a Certified Class of Members, to Transfer Venue
(D.I. 78), and (III) Joinders of Alpine Bank in Venue Transfer Motions (D.I. 77 & 95) was
caused to be made on July 11, 2012, in the manner indicated upon the entities identified below.
Date: July 11, 2012 /s/ Gregory W. Werkheiser
Wilmington, DE Gregory W. Werkheiser (No. 3553)
Via Hand Delivery and Email
Young Conaway Stargatt & Taylor LLP Richards, Layton & Finger, P.A.
Michael Nestor (mnestor@ycst.com) Mark Collins (collins@rlf.com)
Joseph Barry (jbarry@ycst.com) Zachary Shapiro (shapiro@rlf.com)
Donald Bowman, Jr. (dbowman@ycst.com) 920 N. King St.
Kenneth Enos (kenos@ycst.com) Wilmington, DE 19801
1000 N. King St. (Counsel for Cheryl Foley)
Wilmington, DE 19801
(Counsel to Debtor) Ashby & Geddes
William Bowden
T. Patrick Tinker (wbowden@ashby-geddes.com)
('thomas.p.tinker@usdoj.gov') Ricardo Palacio
United States Trustee (rpalacio@ashby-geddes.com)
844 King Street, Room 2207 500 Delaware Ave.
Lockbox #35 Wilmington, DE 19801
Wilmington, DE 19801 (Counsel for Cordillera Property Owners
Association)
Saul Ewing LLP
Mark Minuti (mminuti@saul.com)
222 Delaware Ave.
Wilmington, DE 19801
(Counsel to Committee)

8. Ballard Spahr LLP Appel & Lucas, P.C.
Tobey Daluz (daluzt@ballardspahr.com) Garry Appel (appelg@appellucas.com)
Joshua Zugerman 1660 17th Street
(zugermanj@ballardspahr.com) Denver, CO 80202
919 N. Market St. (Counsel for Cheryl Foley)
Wilmington, DE 19801
(Counsel for Alpine Bank) Sherman & Howard L.L.C.
Peter Cal (PCAL@shermanhoward.com)
Via Hand Delivery Mark Fulford
(mfulford@shermanhoward.com)
Womble Carlyle Sandridge & Rice, LLP 633 17th St.
Matthew Ward Denver, CO 80202
Ericka Johnson (Counsel for Cordillera Property Owners
222 Delaware Ave. Association)
Wilmington, DE 19801
(Counsel for Northlight Financial, LLC) Ballard Spahr LLP
Vincent Marriott, III
Cozen O’Conner, PC (Marriott@ballardspahr.com)
Damien Tancredi Sarah Schindler-Williams
1201 N. Market St. (schindlerwilliamss@ballardspahr.com)
Wilmington, DE 19801 1735 Market St.
(Counsel for Cordillera Transition Philadelphia, PA 19103
Corporation) (Counsel for Alpine Bank)
Via First Class Mail and Email Via First Class Mail
Foley & Lardner LLP Dickinson Wright PLLC
Christopher Celentino Harlan Robins
(ccelentino@foley.com) 15 N. 4th St.
Erika Moribita (emoribita@foley.com) Columbus, OH 43215
Mikel Bistrow (mbistrow@foley.com) (Counsel for Northlight Financial, LLC)
402 W. Broadway
San Diego, CA 92101 Dickinson Wright PLLC
(Counsel to Debtor) Kristi Katsma
500 Woodward Ave.
Munsch Hardt Kopf & Harr, P.C. Detroit, MI 48226
Joseph Wielebinski (Counsel for Northlight Financial, LLC)
(jwielebinski@munsch.com)
Russell Munsch (rmunsch@munsch.com) Cozen O’Conner, PC
Jay Ong (jong@munsch.com) Arthur Abramowitz
Zachery Annable (zannable@munsch.com) 457 Haddonfield Rd.
500 N. Akard St. Suite 300
Dallas, TX 75201 Cherry Hill, NJ 08002
(Counsel to Committee) (Counsel for Cordillera Transition
Corporation)

9. Cozen O’Conner, PC
Melissa Maxman
Ronald Wick
1627 I Street, NW
Suite 100
Washington, DC 20006
(Counsel for Cordillera Transition
Corporation)
Cozen O’Conner, PC
Brad Breslau
707 17th Street, Suite 3100
Denver, CO 80202
(Counsel for Cordillera Transition
Corporation)
Kogan Law Firm, APC
Michael Kogan
1901 Avenue of the Stars, Suite 1050
Los Angeles, CA 90067
(Counsel for homeowners)
6052668.1