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IN THE UNITED STATES BANKRUPTCY COURT
                                     FOR THE DISTRICT OF DELAWARE

       In re
                                                                          Chapter 11
                                                      1
      CORDJLLERA GOLF CLUB, LLC dba The
                                                                          Case No. 12- I 1893 (CSS)
      Club at Cordillera,

                                  Debtor.



            DECLARATION OF HAROLD BORDWIN IN SUPPORT OF AND JOINDER TO
                                   OBJECTION TO MOTION TO CHANGE VENUE ----------··-
                   .....................___                    --··-·········----




                   L I larold Bordwin. declare under penalty ofpe1jury, the following:

                   l.     l am a principal of GA Keen Realty Advisors, LLC (GA Keen), a nationally

        recognized real estate advising firm. A true and correct copy of my curriculum vitae is att8ched

        to this decimation as Exhibit 1. Unless otherwise stated, 1 have person8l knovvledge of the facts

        stated herein.

                   2.     1n my 24 year career advising financially distressed businesses, I have advised

        hundreds of companies involved in restructurings and work-outs in Chapter 11, Chapter 7 and

        out of court. ad'ising on and executing strategies for strategic sales ofreal property and

        businesses. restructuring, and recapitalizations. I believe that l haw a stellar national reputi.ltion

        for pro' iding top-quality. ethical advice to my clients.

                   3.      In or about June, 2012. Cordillera Golf Club. LLC (the "Debtor") retained GA

        Keen as ib Real Estate Advisor to assist and advise Debtor in evaluating its asset portfolio and

        business for the purposes or evaluating business plan alternatives that may form the basis of a
         1 Th.: Debtor in this ,·haptcr II case, and the last four digits of its employer tnx identification number, is XX-

         XXX 1317. The corpornte heilclqunrlers address for the Debtor is 97 Main Street, Suite E:Z02, Edwnrds, Colorado
         81632.




4818-0096-1040 i
corporate reorganization. In particular. among other services to be provided, Keen was advised

       to assist the Debtor in the raising of debt and/or equity capital and/or the closi1'lg ofajoint

       venture in order to: (a) fund a plan of reorganization in the Debtor's bankruptcy, (b) refinance

       the Debtor's property, (c) recapitalize Debtor or an entity owned or controlled by Debtor, (d) buy

       all or a port ion of the secured debt currently en cum bering the Debtor's Property, and/or e)

       provide DIP !'inancing.

                   4.    On May 23-24, 2012. l personally traveled to Cordillera to inspect the Debtor's

       physical assets, to meet with management, to meet with David Wilhelm (and Patrick Wilhelm by

       telephone). and to assess the overall future business prospects for the Club. I was impressed with

       the beauty or the courses and the overall quality or the facilities, the devotion and competence of

       mr111agcmcnt and         O   era!! atmosphere at the Club. 1 knew immediately that whatever its past. the

       Club's ruture     aS   not a liquidation.

                   5.     In my opinion. and based upon my extensive experience. the Debtor has an

       excellent chance to emerge i]·om these chapter II proceedings with a viable business plan to

        repay creditors. 'The Club has a positive future, and with the proposal of a business plan to deal

        with the pending litigation and a revitalized capital restructure, is poised to regain it's

        prominence as a leading golrclub in the Vail Valley.

                   6.     I am informed and believe, based upon my conversations with Debtor's

        management, that prior to the filing of the bankruptcy petition, Alpine Bank had refused to enter

        into any kind of work-out or extension agreement with the Debtor.

                    7.    During a meeting while visiting the Debtor's premises, it was clearly expressed to

        me that the dissension and acrimony being expressed by a small but vocal minority of club




4818-0096-1040 1
members vas having a devastating impact on the Club and the real estate values in the

       surrounding area.

                    8.     It was equally made clear that the perception was that the members not directly

       invohed in the dispute felt pressure to support the more vocal members, including withholding

       their membership clues while they wt1ited to see whether sufficient pressure could result in a

       power play to Ioree the current ownership to sell the Club to them.

                    9.     During rny visit at the Club, Dan Fitchett. David Wilhelm and I had a confidential

       dinner meeting ith ~cvera! !oczd Vail-area bankers to discuss, at a high level, a possible go-

        forward banking relationship with the Club.

                    10.    Although there was strong interest in a future banking relationship with David

        Wilhelm and strong support for the Club, I left the meeting with the impression that the stigma

        associated with the member dispute would affect any local relationship until the member dispute

        as resoled. lhis sentiment was expressed by other business contacts l have in the Cordillera

        area.

                     11.   Based upon that feedback from these confidential meetings, I quickly developed

        concerns about being able to source capital from the Rocky Mountain region for the Club.

                     12.    In connection  ith the Club's retention of GA Keen, we reached out to several

        sophisticctted capital sources throughout the Country in an effort to locate DIP financing and to

         lx·gin the process or identif) ing u .IV partner Cor the Debtor's reorganization.

         ln a very short time. c hac! se era interested parties. almost exclusively located in the metro

         New York market. I !eel the Company in meetings and negotiations with se'eral potential

         !'unding sources.




                                                              3
4818-0096-1 040.1
l)           In the current em ironment with the cloud of litigation 0er the Colorado market.

       it became clear that the best possible restructuring for the Club would likely come !'rom financial

       sources located in the Northeast financial markets and possibly other markets outside of the

       Rocky Mountain region.

                    1~.       Furthermore. !'rom the confidential comersations that I had it was clear from the

       capital sources that the) ere most comfortable Vith funding some imestment so long as the

       Debtor's chapter II was filed either in Delaware or the SONY.

                    !5.       Among se ernl alternntives that were presented to the Debtor, the Debtor has

       entered into a DIP lending commitment with New York-based Northlight Financial in an amount

       that appe~m> not on!) suf!'icient to proide stabilization of the Debtor's business, but on its face

        e idcnce~ the likelihood of a rehabilitation. and not a liquidation. of the Debtor.

                    16.       'hnteer the Dcbtor"s past. its future financial 8ffairs appear most likely to be

        gmunded in the financial markets ofthe Northeast. Because the capital sources-- particularly

        those with Chapter 1 1 experience~- ure so heavily concentrated in the Northeast and because

        those capital :-,ourccs arc ~o comtortable ith the Delcmnre and SONY courts, I believe that the

        likelihood o!' a successful rchabilitntion and capital restructuring for the Debtor is greatly

        enh~mccd          ith its chnpter II case pending in a NY or DE bnnkruptcy court.

                     17.       I am confident we can effectuate a capital restructuring for this Debtor among the

        players in the NY and Northeast-based financial markets.

                     [declare under pcn8lty of perjury under the lrms of the United States of America that the

         foregoing is true and correct e:-;ccpt tor those matters stated on information and belief and as to

         those. I belice them to be true. becutecl this        4('.~1ay or July. 2012, at LL!l~.rt ;L?t1JJ, n/t



4B 18-0096-1040 1
Dated: Jul; /   j. 2012




                                 5
481 8-0096·1 040 1

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10000001221

  • 1. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re Chapter 11 1 CORDJLLERA GOLF CLUB, LLC dba The Case No. 12- I 1893 (CSS) Club at Cordillera, Debtor. DECLARATION OF HAROLD BORDWIN IN SUPPORT OF AND JOINDER TO OBJECTION TO MOTION TO CHANGE VENUE ----------··- .....................___ --··-·········---- L I larold Bordwin. declare under penalty ofpe1jury, the following: l. l am a principal of GA Keen Realty Advisors, LLC (GA Keen), a nationally recognized real estate advising firm. A true and correct copy of my curriculum vitae is att8ched to this decimation as Exhibit 1. Unless otherwise stated, 1 have person8l knovvledge of the facts stated herein. 2. 1n my 24 year career advising financially distressed businesses, I have advised hundreds of companies involved in restructurings and work-outs in Chapter 11, Chapter 7 and out of court. ad'ising on and executing strategies for strategic sales ofreal property and businesses. restructuring, and recapitalizations. I believe that l haw a stellar national reputi.ltion for pro' iding top-quality. ethical advice to my clients. 3. In or about June, 2012. Cordillera Golf Club. LLC (the "Debtor") retained GA Keen as ib Real Estate Advisor to assist and advise Debtor in evaluating its asset portfolio and business for the purposes or evaluating business plan alternatives that may form the basis of a 1 Th.: Debtor in this ,·haptcr II case, and the last four digits of its employer tnx identification number, is XX- XXX 1317. The corpornte heilclqunrlers address for the Debtor is 97 Main Street, Suite E:Z02, Edwnrds, Colorado 81632. 4818-0096-1040 i
  • 2. corporate reorganization. In particular. among other services to be provided, Keen was advised to assist the Debtor in the raising of debt and/or equity capital and/or the closi1'lg ofajoint venture in order to: (a) fund a plan of reorganization in the Debtor's bankruptcy, (b) refinance the Debtor's property, (c) recapitalize Debtor or an entity owned or controlled by Debtor, (d) buy all or a port ion of the secured debt currently en cum bering the Debtor's Property, and/or e) provide DIP !'inancing. 4. On May 23-24, 2012. l personally traveled to Cordillera to inspect the Debtor's physical assets, to meet with management, to meet with David Wilhelm (and Patrick Wilhelm by telephone). and to assess the overall future business prospects for the Club. I was impressed with the beauty or the courses and the overall quality or the facilities, the devotion and competence of mr111agcmcnt and O era!! atmosphere at the Club. 1 knew immediately that whatever its past. the Club's ruture aS not a liquidation. 5. In my opinion. and based upon my extensive experience. the Debtor has an excellent chance to emerge i]·om these chapter II proceedings with a viable business plan to repay creditors. 'The Club has a positive future, and with the proposal of a business plan to deal with the pending litigation and a revitalized capital restructure, is poised to regain it's prominence as a leading golrclub in the Vail Valley. 6. I am informed and believe, based upon my conversations with Debtor's management, that prior to the filing of the bankruptcy petition, Alpine Bank had refused to enter into any kind of work-out or extension agreement with the Debtor. 7. During a meeting while visiting the Debtor's premises, it was clearly expressed to me that the dissension and acrimony being expressed by a small but vocal minority of club 4818-0096-1040 1
  • 3. members vas having a devastating impact on the Club and the real estate values in the surrounding area. 8. It was equally made clear that the perception was that the members not directly invohed in the dispute felt pressure to support the more vocal members, including withholding their membership clues while they wt1ited to see whether sufficient pressure could result in a power play to Ioree the current ownership to sell the Club to them. 9. During rny visit at the Club, Dan Fitchett. David Wilhelm and I had a confidential dinner meeting ith ~cvera! !oczd Vail-area bankers to discuss, at a high level, a possible go- forward banking relationship with the Club. 10. Although there was strong interest in a future banking relationship with David Wilhelm and strong support for the Club, I left the meeting with the impression that the stigma associated with the member dispute would affect any local relationship until the member dispute as resoled. lhis sentiment was expressed by other business contacts l have in the Cordillera area. 11. Based upon that feedback from these confidential meetings, I quickly developed concerns about being able to source capital from the Rocky Mountain region for the Club. 12. In connection ith the Club's retention of GA Keen, we reached out to several sophisticctted capital sources throughout the Country in an effort to locate DIP financing and to lx·gin the process or identif) ing u .IV partner Cor the Debtor's reorganization. ln a very short time. c hac! se era interested parties. almost exclusively located in the metro New York market. I !eel the Company in meetings and negotiations with se'eral potential !'unding sources. 3 4818-0096-1 040.1
  • 4. l) In the current em ironment with the cloud of litigation 0er the Colorado market. it became clear that the best possible restructuring for the Club would likely come !'rom financial sources located in the Northeast financial markets and possibly other markets outside of the Rocky Mountain region. 1~. Furthermore. !'rom the confidential comersations that I had it was clear from the capital sources that the) ere most comfortable Vith funding some imestment so long as the Debtor's chapter II was filed either in Delaware or the SONY. !5. Among se ernl alternntives that were presented to the Debtor, the Debtor has entered into a DIP lending commitment with New York-based Northlight Financial in an amount that appe~m> not on!) suf!'icient to proide stabilization of the Debtor's business, but on its face e idcnce~ the likelihood of a rehabilitation. and not a liquidation. of the Debtor. 16. 'hnteer the Dcbtor"s past. its future financial 8ffairs appear most likely to be gmunded in the financial markets ofthe Northeast. Because the capital sources-- particularly those with Chapter 1 1 experience~- ure so heavily concentrated in the Northeast and because those capital :-,ourccs arc ~o comtortable ith the Delcmnre and SONY courts, I believe that the likelihood o!' a successful rchabilitntion and capital restructuring for the Debtor is greatly enh~mccd ith its chnpter II case pending in a NY or DE bnnkruptcy court. 17. I am confident we can effectuate a capital restructuring for this Debtor among the players in the NY and Northeast-based financial markets. [declare under pcn8lty of perjury under the lrms of the United States of America that the foregoing is true and correct e:-;ccpt tor those matters stated on information and belief and as to those. I belice them to be true. becutecl this 4('.~1ay or July. 2012, at LL!l~.rt ;L?t1JJ, n/t 4B 18-0096-1040 1
  • 5. Dated: Jul; / j. 2012 5 481 8-0096·1 040 1