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UNITED STATES BANKRUPTCY COURT
                                FOR THE DISTRICT OF DELAWARE

In re:                                                                   Chapter 11

CORDILLERA GOLF CLUB, LLC/                                               Case No. 12-11893 (CSS)

                                     Debtor.                             Obj. Deadline: July 20, 2012 at 4:00p.m.
                                                                         Hearing Date: July 27,2012 at 1:00 p.m.


    APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS
      FOR AUTHORITY TO RETAIN SAUL EWING LLP AS ITS CO-COUNSEL,
                     NUNC PRO TUNC TO JULY 10, 2012

           The Official Committee of Unsecured Creditors (the "Committee") appointed in the

chapter 11 case of Cordillera Golf Club, LLC (the "Debtor"), hereby submits this application

(the "Application") for the entry of an order authorizing the retention of the law firm of Saul

Ewing LLP ("Saul Ewing") as co-counsel to the Committee nunc pro tunc to July 10, 2012,

pursuant to section 11 03(a) of title 11 of the United States Code (the "Bankruptcy Code"), Rule

2014(a) of the Federal Ru1es of Bankruptcy Procedure (the "Bankruptcy Ru1es"), and Rule 2014-

1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy

Court for the District of Delaware (the "Local Ru1es").                    In support of its Application, the

Committee respectfully represents as follows:

                                                BACKGROUND

          1.       On June 26, 2012, the Debtor filed a voluntary petition for relief with this Court

under chapter 11 of the Bankruptcy Code. The Debtor operates its business and manages its

property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy

Code.



          The Debtor in this chapter II 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.

615239.1 7/11/12
2.      On or about July 6, 2012, the Committee was appointed in this case by the Office

of the United States Trustee consisting of the following seven members: (i) John D. O'Brien;

(ii) Cheryl M. Foley; (iii) Ken Ulickey; (iv) Kevin B. Allen; (v) Dennis S. Meir; (vi) John S.

Lemak; and (vii) Ceres Design & Arborscape, LLC. On July 9, 2012, the Committee chose

Munsch Hardt Kopf & Harr, P.C. ("Munsch Hardt") as its lead counsel, and on July 10, 2012 the

Committee chose Saul Ewing as its co-counsel.

          3.       This Court has jurisdiction over the Application pursuant to 28 U.S. C.§§ 157 and

1334. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core

proceeding pursuant to 28 U.S.C. § 157(b)(2). The statutory bases for the relief requested herein

are sections 328(a) and 1103 of the Bankruptcy Code, Bankruptcy Ru1e 2014, and Local Rule

2014-1.

                                  RETENTION OF SAUL EWING

          4.       By this Application, the Committee seeks authority to retain Sau1 Ewing as its co-

counsel to work with Munsch Hardt to represent the Committee's interests regarding all matters

related to the Debtor's chapter 11 case.          Saul Ewing and Munsch Hardt will avoid any

unnecessary duplication of services. Specifically, the Committee respectfully submits that it is

necessary and appropriate for it to employ and retain Sau1 Ewing to provide, among other things,

the following services:

                   (a)    advise the Committee with respect to its rights, duties, and
                          powers in this chapter 11 case;

                   (b)    assist and advise the Committee in its consultations with
                          the Debtor relative to the administration of this chapter 11
                          case;

                   (c)    assist the Committee in analyzing the claims of the
                          Debtor's creditors and the Debtor's capital structure and in
                          negotiating with holders of claims and equity interests;



615239.1 7/11/12                                   2
(d)   assist the Committee in its investigation of the acts,
                         conduct, assets, liabilities, and financial condition of the
                         Debtor and of the operation of the Debtor's business;

                   (e)   assist the Committee in its investigation of the liens and
                         claims of the Debtor's pre-petition lenders and the
                         prosecution of any claims or causes of action revealed by
                         such investigation;

                   (f)   assist the Committee in its analysis of, and negotiations
                         with, the Debtor or any third party concerning matters
                         related to, among other things, the assumption or rejection
                         of certain leases of nomesidential real property and
                         executory contracts, asset dispositions, financing of other
                         transactions and the terms of any plan of reorganization for
                         the Debtor and accompanying disclosure statement and
                         related plan documents;

                   (g)   assist and advise the Committee as to its communications
                         to unsecured creditors regarding significant matters in this
                         chapter 11 case;

                   (h)   assist as needed as conflicts counsel and handle any matters
                         that may present a potential conflict for Munsch Hardt;

                   (i)   represent the Committee at hearings and other proceedings;

                   G)    review and analyze applications, orders, statements of
                         operations, and schedules filed with the Court and advise
                         the Committee as to their propriety;

                   (k)   assist the Committee in preparing pleadings and
                         applications as may be necessary in furtherance of the
                         Committee's interests and objectives;

                   (1)   prepare, on behalf of the Committee, any pleadings,
                         including without limitation, motions, memoranda,
                         complaints, adversary complaints, objections, or comments
                         in connection with any of the foregoing; and

                   (m)   perform such other legal services as may be required or are
                         otherwise deemed to be in the interests of the Committee in
                         accordance with the Committee's powers and duties as set
                         forth in the Bankruptcy Code, Bankruptcy Rules, or other
                         applicable law.




615239.1 7/11/12
                                                  3
5.      The Committee has selected Saul Ewing because the partners and associates of

 Saul Ewing possess extensive knowledge and considerable expertise in the fields of bankruptcy,

 insolvency, debtors' and creditors' rights, debt restructuring, and corporate reorganization,

 among others.       Accordingly, the Committee believes that Saul Ewing is well qualified to

represent it in these Chapter 11 cases.

           6.      The Committee requests that all legal fees and related costs and expenses incurred

by the Committee on account of services rendered by Saul Ewing in these cases be paid as

administrative expenses of the estates pursuant to sections 328, 330(a), 331, 503(b), and

507(a)(l) of the Bankruptcy Code. Subject to the Court's approval, Saul Ewing will charge for

its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in

effect on the date such services are rendered, subject to sections 328(a) and 330 of the

Bankruptcy Code as well as Orders of the Court entered in this case. The following are Saul

Ewing's currently hourly rates for work of this nature:

                               Billing_Catee!lrv        Range
                               Partners                 $350-$750
                               Special Counsel          $300-$495
                               Associates               $245-$425
                               Paraprofessionals        $160-$275

          7.       These hourly rates are subject to periodic adjustments (typically in January or July

of each year) to reflect economic and other conditions.           Saul Ewing will maintain detailed

records of actual and necessary costs and expenses incurred in connection with the legal services

described above. These rates are set at a level designed to fairly compensate the firm for the

work of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is Saul

Ewing's policy to charge its clients for all other expenses incurred in connection with the client's

case. The expenses charged to clients include, among other things, telephone and telecopier toll




615239.1 7/11112                                    4
and other charges, mail and express mail charges, special or hand delivery charges, photocopying

 charges at the rate of $.10 per page, travel expenses, expenses for "working meals,"

 computerized research, transcription costs, as well as non-ordinary overhead expenses such as

 secretarial and other overtime. The firm will charge the Committee for these expenses in a

manner and at rates consistent with charges made generally to the firm's other clients, subject to

the Local Rules.

           8.      Upon information and belief, Saul Ewing does not represent and does not hold

any interest materially adverse to the interests of the Debtor's estate or creditors or equity

security holders in the matters upon which Saul Ewing is to be engaged, except to the extent set

forth in the declaration of Mark Minuti attached hereto as Exhibit A.

           9.      Because of the extensive legal services that may be necessary in this chapter 11

case, and the fact that the full nature and extent of such services are not known at this time, the

Committee believes that the employment of Saul Ewing to provide the services described above

is appropriate and in the best interests of the Debtor's estate and its creditors.

          10.      No prior application for the relief requested herein has been presented to this

Court or any other court.




615239.1 7/ll/12                                  5
                                                                                                      ,
                                                                                                      1-
WHEREFORE, the Committee requests that an Order be entered authorizing it to retain

 Saul Ewing as its co-counsel in this case, nunc pro tunc to July 10, 2012, and providing the

 Committee such other and further relief as the Court may deem just and proper.

 Dated: July 11, 2012

                                                    Respectfully submitted,

                                                    THE OFFICIAL COMMITTEE OF
                                                    UNSECURED CREDITORS OF
                                                    CORDILLERA GOLF CLUB, LLC


                                             By:    Is/ Dennis S. Meir (with permission)
                                                    Dennis S. Meir, Chairperson




615239.1 7/11112                               6
UNITED STATES BANKRUPTCY COURT
                                FOR THE DISTRICT OF DELAWARE


In re:                                                                   Chapter 11

CORDILLERA GOLF CLUB, LLC/                                               Case No. 12-11893 (CSS)

                                     Debtor.                             Obj. Deadline: July 20,2012 at4:00 p.m.
                                                                         Hearing Date: July 27,2012 at 1:00pm.

                                        NOTICE OF APPLICATION

       PLEASE TAKE NOTICE that on July 11, 2012, the Official Committee of Unsecured
Creditors (the "Committee") appointed in the chapter II case of Cordillera Golf Club, LLC, filed
the Application of the Official Committee of Unsecured Creditors for Authority to Retain
Saul Ewing LLP as Its Co-Counsel, Nunc Pro Tunc to July 10, 2012 (the "Application") with
the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").

       PLEASE TAKE FURTHER NOTICE that objections, if any, to the entry of an order
approving the Application must be (a) in writing and served on or before July 20, 2012 at 4:00
p.m. (prevailing Eastern Standard Time) (the "Objection Deadline"); (b) filed with the Clerk of
the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3'd Floor,
Wilmington, Delaware 19801; and (c) served as to be received on or before the Objection
Deadline by the undersigned proposed attorneys for the Committee.

       PLEASE TAKE FURTHER NOTICE THAT only objections made in writing and timely
filed and received, in accordance with the procedures above, will be considered by the
Bankruptcy Court at such hearing.

     PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL
BE HELD ON July 27, 2012 AT 1:00 P.M. (PREVAILING EASTERN TIME) BEFORE
THE HONORABLE CHRISTOPHER S. SONTCHI, AT THE UNITED STATES
BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5th
FLOOR, COURTROOM 6, WILMINGTON, DELAWARE 19801.




                                                                                                                        I
          The Debtor in this chapter II 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, Snite E202, Edwards,
          co 81632.

615239.1 7/11112
IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT
MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER
NOTICE OR HEARING.

Dated: July 11, 2012           SAUL EWING LLP


                             By:~
                               Mark Minuti (No. 2659)
                               222 Delaware Avenue, Suite 1200
                               P.O. Box 1266
                               Wilmington, DE 19899
                               Telephone: (302) 421-6840
                               Facsimile: (302) 421-5873
                               E-mail: mminuti@saul.com

                                      -and-

                               MUNSCH HARDT KOPF & HARR, P.C.
                               Russell L. Munsch
                               Texas Bar No. 14671500
                               Joseph J. Wielebinski
                               Texas Bar No. 21432400
                               Jay H. Ong
                               Texas Bar No. 24028756
                               Zachery Z. Annable
                               Texas Bar No. 24053075
                               3 800 Lincoln Plaza
                               500 N. Akard Street
                               Dallas, TX 75201-6659
                               Telephone: (214) 855-7500
                               Facsimile: (214) 978-4335
                               E-mail: rmunsch@munsch.com
                               E-mail: jwielebinski@munsch.com
                               E-mail: jong@munsch.com
                               Email: zannable@munsch.com

                                Proposed Counsel for the Official Committee of
                                Unsecured Creditors




615239.1 7/11112                  2
Exhibit A
' Declaration of Mark Minuti




                               I
                               I
EXHIBIT A
                               UNITED STATES BANKRUPTCY COURT
                                FOR THE DISTRICT OF DELAWARE

 In re:                                                                  Chapter 11

 CORDILLERA GOLF CLUB, LLC/                                              Case No. 12-11893 (CSS)

                                     Debtor.

                                   DECLARATION OF MARK MINUTI

          MARK MINUTI hereby declares:

           1.      I am a partner in the law firm of Saul Ewing LLP ("Saul Ewing"), which

maintains offices for the practice oflaw at 222 Delaware Avenue, Wilmington, Delaware 19801,

as well as in Philadelphia, Harrisburg, Chesterbrook, and Pittsburgh, Pennsylvania; Newark and

Princeton, New Jersey; Baltimore, Maryland; Boston, Massachusetts; and Washington, D.C.

This Declaration is submitted pursuant to section 11 03(b) of title 11 of the United States Code

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

"Bankruptcy Rules"), and in support of the Application of the Official Committee of Unsecured

Creditors for Authority to Retain Saul Ewing LLP as its Co-Counsel, Nunc Pro Tunc to July 10,

2012 (the "Application").

          2.       I am familiar with the matters set forth herein and make this declaration in support

of the Application.

          3.       On June 26, 2012, the Debtor filed a voluntary petition for relief with this Court

under chapter 11 of the Bankruptcy Code. The Debtor operates its business and manages its



          The Debtor in this chapter II case, and the last four digits of its employer tax identification number, is:
          XX-XXXI317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards,
          co 81632.

615239.1 7/11112
property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy

 Code.

           4.      On or about July 6, 2012, the Official Committee of Unsecured Creditors (the

"Committee") was appointed in this case by the Office of the United States Trustee consisting of

the following seven members: (i) John D. O'Brien; (ii) Cheryl M. Foley; (iii) Ken Ulickey;

 (iv) Kevin B. Allen; (v) Dennis S. Meir; (vi) John S. Lemak; and (vii) Ceres Design &

Arborscape, LLC. On July 9, 2012, the Committee chose Munsch Hardt Kopf & Harr, P.C.

 ("Munsch Hardt") as its lead counsel, and on July 10, 2012 the Committee chose Saul Ewing as

its co-counsel.

           5.      On July 10, 2012, I reviewed the docket in the Debtor's case to identify parties

that may have an interest in the Debtor's case and compiled a schedule of those parties

identified. This schedule is reproduced and attached hereto as Exhibit 1. All of the entities on

Exhibit 1 were searched through Saul Ewing's computer system and circulated to all attorneys at

Saul Ewing to determine whether Saul Ewing has any relationship therewith. Saul Ewing will

continue to supplement this Declaration as appropriate upon completion of its additional search

and as additional creditors, equity holders or parties-in-interest are identified in this case.

          6.       To the extent that such a search indicated that Saul Ewing has, or had, a

relationship with any such entity listed on Exhibit 1, the identities of such entities are set forth

on Exhibit 2 annexed hereto and incorporated herein. Saul Ewing and its partners, counsel, and

associates:

                   (a)   Are not creditors, equity security holders, or insiders of the Debtor;

                   (b)   Are not and were not investment bankers for any outstanding security of the
                         Debtor;




615239.1 7/ll/12                                    2


                                                                                                       I
(c)    Have not been, within three (3) years before the date of the filing of the
                          Debtor's chapter 11 petition, (i) investment bankers for a security of the
                          Debtor, or (ii) an attorney for such an investment banker in connection with
                          the offer, sale, or issuance of a security of the Debtor; and

                   (d)    Are not and were not, within two (2) years before the date of the filing of
                          the Debtor's chapter 11 petition, a director, officer, or employee of the
                          Debtor or of any investment banker as specified in subparagraph (b) or (c)
                          of this paragraph.

           7.      Except as otherwise set forth herein and specifically in Exhibit 2, insofar as I

have been able to ascertain, the partners, counsel, and associates of Saul Ewing do not have any

connection with the Debtor, the Debtor's officers and directors, the Debtor's creditors, the

Debtor's equity security holders and other known parties in interests or their respective attorneys

and accountants, or the members of the Committee.

           8.      Saul Ewing intends to apply for compensation for professional services rendered

in connection with this chapter 11 case subject to the approval of this Court and compliance with

applicable provisions of the Bankruptcy Code, Bankruptcy Rules, the Court's local rules, and

Orders of the Court entered in this case concerning compensation of professionals, on an hourly

basis, plus reimbursement of actual, necessary expenses and other charges incurred by the firm.

The following are Saul Ewing's currently hourly rates for work of this nature:

                              Billin2Cate20IT          Ran2e
                              Partners                 $350-$750
                              Special Counsel          $300-$495
                              Associates               $245- $425
                              Paraprofessionals        $160- $275

          9.       The hourly rates set forth above are subject to periodic adjustments to reflect

economic and other conditions.




615239.1 7/11112
                                                   3
10.     No promises have been received by Saul Ewing nor any partner, counsel or

associate thereof as to compensation in connection with these cases other than in accordance

with the provisions of the Bankruptcy Code.

          11.     Neither I, Saul Ewing, nor any partner, counsel or associate thereof, insofar as I

have been able to ascertain, represents any interest adverse to the Committee or the Debtor in the

matters upon which Saul Ewing is to be engaged.

          12.     Saul Ewing does not hold an interest materially adverse to the interest of the

estates or of any class of creditors or equity security holders, by reason of any direct or indirect

relationship to, connection with, or interest in, the Debtor or an investment banker as specified in

subparagraph (B) or (C) of 11 U.S.C. § 101(14), or for any other reason.

          13.     Saul Ewing does not currently represent the Debtor or any of its affiliates,

partners or subsidiaries, and Saul Ewing will not undertake the representation of the Debtor or

related entities during this engagement. Moreover, except as set forth herein, Saul Ewing will

not undertake the representation of any party other than the Committee in connection with the

Debtor's chapter 11 proceeding.

          14.     Based upon information available to me, I believe that Saul Ewing is a

"disinterested person" within the meaning of the Bankruptcy Code with respect to the matters

upon which Saul Ewing is to be engaged in this chapter 11 case.

          15.     In preparing this Declaration, Saul Ewing submitted to its computer conflict

database the names of the parties listed on Exhibit 1. Additionally, I caused e-mails to be

circulated to all persons at Saul Ewing to determine whether and to what extent Saul Ewing has

connections with any ofthese entities or individuals.




615239.17/11112                                   4
                                                                                                       I
                                                                                                       I
                                                                                                       I
                                                                                                       1-·
16.     Saul Ewing may have in the past represented and/or currently represent and may

 in the future represent (in matters wholly unrelated to the Debtor's chapter 11 case) other entities

 not currently known to Saul Ewing who may be creditors or parties in interest in the Debtor's

 chapter 11 case. To the extent that Saul Ewing discovers any such information, Saul Ewing will

promptly disclose such information to the Court, the Committee, the Debtor and the United

 States Trustee by filing a supplemental declaration on the electronic docket.

           17.     Saul Ewing is willing to be retained by the Committee as its co-counsel and will

 make appropriate application to this Court for compensation and reimbursement of out-of-pocket

 expenses, all in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules,

the Local Rules for the United States Bankruptcy Court for the District of Delaware and any

orders of this Court.

           18.     No agreement exists, nor will any be made, to share any compensation received

by Saul Ewing for its services with any other person or firm.

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

           Executed on July 11, 2012




615239.1 7/11/12
                                                   5
EXHIBIT 1

  ENTITIES SUBJECT TO SAUL EWING'S CONFLICT SEARCH
Cordillera Golf Club, LLC                 AON risk Services Central, Inc.
Cordillera Golf Holdings, LLC             AT&T Mobility
Acushnet Co.                              Atalaya Capital Management
Alpine Bank                               Bankserv
Arapahoe Pumping Systems                  Beaver Creek Golf Club
Callaway Golf, Inc.                       Beverage Distributors
CGH Manager, LLC                          Big 0 Tires
Centurylink, Inc.                         BMI Broadcast Music, Inc.
Ceres Design & Arborscape LLC            Bushnell Outdoor Products
Charles and Megan Jackson                 Charles Reeves
Cheryl Foley                              Colorado Dept. of Revenue
Colorado Motor Parts                      Comcast Cable
Collett Enterprises, Inc.                Country Club of the Rockies
Cox Castle & Nicholson, LLP              Cox, Castle and Nicholson LLP
CVC Property Owners Assoc.               CSC Corporate Services Co.
David Wilhelm                            Delaware Secretary of State
Dennis S. Meir                           Dell Commercial Credit
Dickinson, Prud'homme, Adams & Ingram,   Delta Dental
LLP                                      Colorado Dept. of Human Resources
Eagle County Treasurer                   Direct TV
Greenberg Traurig                        Dish Network, Inc.
John O'Brien                             ECCO USA, Inc.
Ken Ulickey                              Ecolab, Inc.
Kevin B. Allen                           EKS&H
JohnS. Lemak                             Federal Express, Inc.
Holy Cross Electric Assoc, Inc.          Ferrellgas, Inc.
LL Johnson Distribution Co.              Footjoy
River Centre Development LLC             Ford Motor Credit
Taylor Made, Inc.                        Fortress Investment Group, LLC
Thomas and Jane Milner
The Rush Family Trust
                                         Gear for Sports
                                         Holy Cross Electric                 I
Thomas Genshaft
US Dept. of Interior
                                         Home Depot Credit
                                         In the Swim
                                                                             I
Winfield Solutions, LLC                  Integrated Technology
                                         John Deere Credit, Inc.
Acushnet Company                         Johnstone Supply
ADP Total Source                         K2 Corporation
ADP, Inc.                                Kassbohrer All Terrain Vehicle
Airgas Intermountain                     Laser Link Golf
American Express                         Lawson Products, Inc.
American Towers Inc.                     Lazard Capital Markets, Inc.



615239.1 7/11112
Level 3 Communications                 TCF Equipment Finance
Longroad Asset Management              Textron Financial Corp.
McMaster-Carr Supply Co.               The Cawley Company, Inc.
Mizuno Golf Co.                        The Professional Golfers Association
Nike USA, Inc.                         The Rossignol Group
Northlight Financial                   Titleist
Office Depot Card Plan                 Tmax Gear
Office Depot, Inc.                     Toyota Financial Services
Officemax Contract, Inc.               United Parcel Service
Orix Corporate Capital, Inc.           US Foodservice Inc.
Orrison Distributing Ltd.              US Bank
Pepsi Bottling Group                   US Dept. ofthe Interior
Perot Investments                      US Golf Association, Inc.
Philadelphia Insurance Co.             USDA-Forest Service
Ping, Inc.                             USPS
Pitney Bowes Global Fin.               Village Market
Plumbing Systems, Inc.                 Vision Service Plan
Polo Ralph Lauren                      W.W. Grainger
Precision Small Engine Co., Inc.       Waste Management
Principal Financial Group              Waste Management of Co., Inc.
Purchase Power, Inc.                   Wells Fargo Financial Leasing
Republic National Distributing         West Coast Trends, Inc.
Sage Software, Inc.                    Zee Medical Inc.
Sherman & Sterling                     ZEP Manufacturing Co.
Signature Capital                      Zurich American
Southern Wine & Spirit, Inc.           Duane Morris LLP
Staples Advantage                      PriceWaterhouse a/k/a PWC
Sun Life Financial                     Siegel, AI
Supreme International (Ping)           Womble Carlyle Sandridge & Rice, LLP
Sysco Food Services of Denver          Young Conaway Stargatt & Taylor, LLP
Taylor Made, Inc.




615239.1 7/11112                   2
EXHIBIT2

                          DISCLOSURE OF SAUL EWING LLP
           Saul Ewing LLP ("Saul Ewing") with offices in Philadelphia, Harrisburg, Chesterbrook,

 and Pittsburgh, Pennsylvania; Newark and Princeton, New Jersey; Baltimore, Maryland;

 Washington, D.C.; Boston, Massachusetts; and Wilmington, Delaware, employs approximately

 250 attorneys and has a large and diversified legal practice which encompasses the

representation of many businesses, financial institutions, individuals, and other creditors. As part

of its diverse practice, Saul Ewing appears in numerous cases, proceedings, and transactions

involving many different professionals, including other attorneys, accountants, financial

consultants, and investment bankers.          Based on Saul Ewing's current knowledge of the

professionals, lenders, noteholders, creditors, equity holders, and other significant parties in

interest involved in these cases, Saul Ewing makes the following disclosures:

           a)      Current Representations-

                   i)      Saul Ewing currently represents Centurylink in matters wholly unrelated

          to the Debtor.

                   ii)     Saul Ewing currently represents ADP, Inc. in matters wholly unrelated to

          the Debtor.

                   iii)    Saul Ewing currently represents AT&T Mobility, Inc. in matters wholly

          unrelated to the Debtor.

                   iv)     Saul Ewing currently represents Level 3 Communications m matters

          wholly unrelated to the Debtor.

                   v)      Saul Ewing currently represents an affiliate of Pepsi Bottling Group in

          matters wholly unrelated to the Debtor.                                                       I
                                                                                                       (-

615239.1 7/ll/12
vi)      Saul Ewing currently represents U.S. Foodservice, Inc. in matters wholly

           unrelated to the Debtor.

                   vii)     Saul Ewing currently represents Waste Management, Inc. and its affiliates

           in matters wholly unrelated to the Debtor.

                   viii)    Saul Ewing currently represents Centurylink in matters wholly unrelated

           to the Debtor.

                   ix)      Saul Ewing currently represents Zurich American Insurance Company in

          matters wholly unrelated to the Debtor.

          b)       Former Representations-

                   i)       Saul Ewing formerly represented American Express Financial in matters

unrelated to the Debtor.

                   ii)      Saul Ewing formerly represented AON in matters unrelated to the Debtor.

                   iii)     Saul Ewing formerly represented Comcast Cable in matters unrelated to

the Debtor.

                   iv)      Saul Ewing formerly represented Ecolabs m matters unrelated to the

Debtor.



to the Debtor.
                   v)       Saul Ewing formerly represented Ford Motor Credit in matters unrelated
                                                                                                        I
                   vi)      Saul Ewing formerly represented John Deer Credit in matters unrelated to
                                                                                                        I
the Debtor.

                   vii)     Saul Ewing formerly represented Office Depot in matters unrelated to the    I
Debtor.




                                                                                                        I
615239.1 7/Il/12                                    2
                                                                                                        I
                                                                                                        t
                                                                                                        I
viii)   Saul Ewing formerly represented Textron Financial in matters unrelated to

 the Debtor.

                   ix)     Saul Ewing formerly represented US Bank National Association in

 matters unrelated to the Debtor.

                   x)      Saul Ewing formerly represented W.W. Grainger, Inc. in matters unrelated

to the Debtor.

                   xi)     Saul Ewing formerly represented Zee Medical Services m matters

unrelated to the Debtor.

           c)      Professionals - As part of its diverse practice, Saul Ewing appears in numerous

cases, proceedings, and transactions involving many different professionals, including other

attorneys, accountants, financial consultants, and investment bankers, some of who represent

other parties-in-interest in these cases. Saul Ewing does not, and will not, represent any such

professionals in this bankruptcy case.




615239.1 7/11112                                   3
UNITED STATES BANKRUPTCY COURT
                                FOR THE DISTRICT OF DELAWARE

 In re:                                                                  Chapter 11

 CORDILLERA GOLF CLUB, LLC/                                              Case No. 12-11893 (CSS)

                                     Debtor.                             Re: Docket No.

           ORDER APPROVING APPLICATION OF THE OFFICIAL COMMITTEE
             OF UNSECURED CREDITORS TO RETAIN SAUL EWING LLP AS
                 ITS CO-COUNSEL, NUNC PRO TUNC TO JULY 10 2012

           Upon the Application (the "Application") dated July 11, 2012 of the Official Committee

of Unsecured Creditors (the "Committee") of Cordillera Golf Club, LLC (the "Debtor") for the

entry of an order, pursuant to sections 1103(a) and 328(a) of title 11 of the United States Code

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

"Bankruptcy Rules"), authorizing the Committee to retain and employ the law firm of Saul

Ewing LLP ("Saul Ewing"), nunc pro tunc to July 10, 2012, and upon the Declaration of Mark

Minuti, a partner at the firm of Saul Ewing, dated July 11, 2012 (the "Minuti Declaration"); and

it appearing that the partners, special counsel, and associates of Saul Ewing who will be engaged

in this chapter 11 case are duly qualified to practice before this Court; and the Court being

satisfied, based on the representations made in the Application and the Minuti Declaration, that

said attorneys represent no interest adverse to the Committee and/or the Debtor's estate with

respect to the matters upon which they are to be engaged, that they are "disinterested persons," as

that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b)

of the Bankruptcy Code, that employment of Saul Ewing is necessary and would be in the best

interests of the Committee and the Debtor's estate; and finding that adequate notice of the


          The Debtor in this chapter II 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.

615239.1 7/ll/12
Application having been given; and it appearing that no other notice need be given; and after due

 deliberation and sufficient cause appearing therefore, it is

           ORDERED that the Application is approved; and it is further

           ORDERED that, in accordance with sections 1103(a) and, with respect to Saul Ewing's

hourly rates, 328(a) of the Bankruptcy Code and Bankruptcy Rule 2014(a), the Committee is

hereby authorized and empowered to employ and retain the firm of Saul Ewing as its co-counsel,

nunc pro tunc to July 10, 2012, to represent the Committee in this case under chapter 11 of the

Bankruptcy Code, and such retention is hereby approved; and it is further

           ORDERED that upon the Application and the Minuti Declaration, the Court finds that

Saul Ewing does not hold or represent any interest adverse to the estate or represent any other

entity having an adverse interest in connection with this chapter 11 case, and that Saul Ewing is a

disinterested person, and it is further

          ORDERED that Saul Ewing shall be compensated in accordance with the procedures set

forth in sections 330 and 331 of the Bankruptcy Code, such Bankruptcy Rules and local rules as

may then be applicable from time to time, and such procedures as may be fixed by order of this

Court.




                                               The Honorable Christopher S. Sontchi
                                               United States Bankruptcy Judge

Dated: _ _ _ _ _ _ _, 2012




615239.1 7/11/12                                  2
UNITED STATES BANKRUPTCY COURT
                             FOR THE DISTRICT OF DELAWARE

 In re:                                                       Chapter 11

 CORDILLERA GOLF CLUB, LLC,                                   Case No. 12-11893 (CSS)

                                 Debtor.

                                   CERTIFICATE OF SERVICE

           I, Mark Minuti, hereby certifY that on July 11, 2012, I caused a copy of the Application

of the Official Committee of Unsecured Creditors for Authority to Retain Saul Ewing LLP

as Its Co-Counsel, Nunc Pro Tunc to July 10, 2012 to be served on the parties on the attached

service list in the manner indicated therein.

                                                SAUL EWING LLP


                                           By:~
                                            Mark Minuti (No.     2659)
                                                222 Delaware Avenue, Suite 1200
                                                P. 0. Box 1266                                        I
                                                Wilmington, DE 19899
                                                (302) 421-6898                                        I
                                                                                                      I
Dated: July 11, 2012




615239.1 7/11/12
CORDILLERA GOLF CLUB, LLC
                                     Service List

Via Hand Delivery:                         Matthew P. Ward, Esquire
Michael R. Nestor, Esquire                 Ericka F. Johnson, Esquire
Joseph M. Barry, Esquire                   Womble Carlyle Sandridge & Rice, LLP
Donald J. Bowman, Esquire                  222 Delaware Avenue, Suite 1501
Young Conaway Stargatt & Taylor LLP        Wilmington, DE 19801
Rodney Square
1000 North King Street                     Richard W. Riley, Esquire
Wilmington, DE 19801                       Duane Morris LLP
                                           222 Delaware Avenue, Suite 1600
Mark Kenney, Esquire                       Wihnington, DE 19801-1659
Office of the United States Trustee
J. Caleb Boggs Federal Building            Ellen W. Slights, Esquire
844 King Street, Suite 2207                United States Attorney's Office
Wilmington, DE 19801                       District of Delaware
                                           1007 N. Orange Street, Suite 700
Mark D. Collins, Esquire                   P.O. Box 2046
Zachary I. Shapiro, Esquire                Wilmington, DE 19899-2046
Richards, Layton & Finger, P.A.
One Rodney Square
920 N. King Street                         Via Overnight Delivery:
Wilmington, DE 19801                       Erika L. Morabito, Esquire
                                           Brittney J. Nelson, Esquire
Tobey M. Daluz, Esquire                    Foley Lardner LLP
Joshua E. Zugarman, Esquire                3000 K Street, N.W., Suite 600
Ballard Spahr LLP                          Washington, DC 20007
919 N. Market Street, 11th Floor
Wilmington, DE 19801                       Christopher Celentino, Esquire
                                           Mikel Bistrow, Esquire
Damien Tancredi, Esquire                   Dawn Messick, Esquire
Cozen O'Connor, PC                         Foley Lardner LLP
1201 N. Market Street, Suite 1400          402 W. Broadway, Suite 2100
Wilmington, DE 19801                       San Diego, CA 92101

William P. Bowden, Esquire                 Carl A. Eklund, Esquire                I
Ricardo Palacio, Esquire                   Ballard Spahr, LLP
Ashby & Geddes, P.A.                       1225 17th Street, Suite 2300           I
500 Delaware avenue, 8th Floor             Denver, CO 80202
P.O. Box 1150
Wilmington, DE 19899




                                                                                  i
                                                                                  I·
615239.1 7/11/12
                                                                                  I.
                                                                                  I
                                                                                  I
                                                                                  I
Peter A. Cal, Esquire
Vincent J. Marriott, III, Esquire       Mark L. Fulford, Esquire
Sara Schindler-Williams, Esquire        Sherman & Howard L.L.C.
Ballard Spahr, LLP                      633 17th Street, Suite 3000
1735 Market Street, 51st Floor          Denver, CO 80202
Philadelphia, PA 19103
                                        Michael S. Kogan, Esquire
James J. Holman, Esquire                Kogan Law Firm, APC
Duane Morris LLP                        1901 Avenue ofthe Stars, Suite 1050
30 South 17th Street                    Los Angeles, CA 90067
Philadelphia, PA 19103
                                        Dan White
Arthur J. Abramowitz, Esquire           Cordillera Golf Club, LLC
Cozen O'Connor, PC                      97 Main Street, Suite E202
Libertyview, Suite 300                  Edwards, CO 81632
457 Haddonfield Road
Cherry Hill, NJ 08002                   Securities & Exchange Commission
                                        Central Regional Office
Brad W. Breslau, Esquire                Attn:       Office of General Counsel
Cozen O'Connor, PC                      (Bankruptcy)
707 17th Street, Suite 3100             1801 California Street, Suite 1500
Denver, CO 80202                        Denver, CO 80202

Melissa Maxman, Esquire                 Colorado Department of Revenue
Ronald Wick, Esquire                    Attn: Bankruptcy Unit
Cozen O'Connor, PC                      1375 Sherman Street, Room 1375
1627 I Street, NW, Suite 1100           Denver, CO 80261
Washington, DC 20006
                                        Secretary of State
Harland W. Robins, Esquire              Division of Corporations
Dickinson Wright PLLC                   Franchise Tax
15 N. 4th Street                        John G. Townsend Building
Columbus, OH 43215                      401 Federal Street- Suite 4
                                        P.O. Box 898
Kristi A. Katsma, Esquire               Dover, DE 19903
Dickinson Wright PLLC
500 Woodward Avenue, Suite 4000         Secretary of Treasury
Detroit, MI 48226                       820 Silver Lake Boulevard, Suite 100
                                        P.O. Box 7040
Garry R. Appel, Esquire                 Dover, DE 19903
Appel & Lucas, P.C.
1660 17th Street, Suite 200
Denver, CO 80202




615239.1 7/11/12                    2

                                                                                I
                                                                                r·
George S. Canellos, Regional Director
Securities & Exchange Commission
New York Office
3 World Financial Center, Suite 400
New York, NY 10281-1022

Internal Revenue Service
Department of Treasury
Ogden, UT 84201-0030

Internal Revenue Service
Centralized Insolvency Section
2970 Market Street
Philadelphia, PA 19104

Internal Revenue Service
Centralized Insolvency Section
P.O. Box 7346
Philadelphia, PA 19101-7346



                                            I




615239.1 7/11/12                        3

                                            I
                                            i

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10000001243

  • 1. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. Obj. Deadline: July 20, 2012 at 4:00p.m. Hearing Date: July 27,2012 at 1:00 p.m. APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AUTHORITY TO RETAIN SAUL EWING LLP AS ITS CO-COUNSEL, NUNC PRO TUNC TO JULY 10, 2012 The Official Committee of Unsecured Creditors (the "Committee") appointed in the chapter 11 case of Cordillera Golf Club, LLC (the "Debtor"), hereby submits this application (the "Application") for the entry of an order authorizing the retention of the law firm of Saul Ewing LLP ("Saul Ewing") as co-counsel to the Committee nunc pro tunc to July 10, 2012, pursuant to section 11 03(a) of title 11 of the United States Code (the "Bankruptcy Code"), Rule 2014(a) of the Federal Ru1es of Bankruptcy Procedure (the "Bankruptcy Ru1es"), and Rule 2014- 1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Ru1es"). In support of its Application, the Committee respectfully represents as follows: BACKGROUND 1. On June 26, 2012, the Debtor filed a voluntary petition for relief with this Court under chapter 11 of the Bankruptcy Code. The Debtor operates its business and manages its property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. The Debtor in this chapter II 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. 615239.1 7/11/12
  • 2. 2. On or about July 6, 2012, the Committee was appointed in this case by the Office of the United States Trustee consisting of the following seven members: (i) John D. O'Brien; (ii) Cheryl M. Foley; (iii) Ken Ulickey; (iv) Kevin B. Allen; (v) Dennis S. Meir; (vi) John S. Lemak; and (vii) Ceres Design & Arborscape, LLC. On July 9, 2012, the Committee chose Munsch Hardt Kopf & Harr, P.C. ("Munsch Hardt") as its lead counsel, and on July 10, 2012 the Committee chose Saul Ewing as its co-counsel. 3. This Court has jurisdiction over the Application pursuant to 28 U.S. C.§§ 157 and 1334. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). The statutory bases for the relief requested herein are sections 328(a) and 1103 of the Bankruptcy Code, Bankruptcy Ru1e 2014, and Local Rule 2014-1. RETENTION OF SAUL EWING 4. By this Application, the Committee seeks authority to retain Sau1 Ewing as its co- counsel to work with Munsch Hardt to represent the Committee's interests regarding all matters related to the Debtor's chapter 11 case. Saul Ewing and Munsch Hardt will avoid any unnecessary duplication of services. Specifically, the Committee respectfully submits that it is necessary and appropriate for it to employ and retain Sau1 Ewing to provide, among other things, the following services: (a) advise the Committee with respect to its rights, duties, and powers in this chapter 11 case; (b) assist and advise the Committee in its consultations with the Debtor relative to the administration of this chapter 11 case; (c) assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with holders of claims and equity interests; 615239.1 7/11/12 2
  • 3. (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor and of the operation of the Debtor's business; (e) assist the Committee in its investigation of the liens and claims of the Debtor's pre-petition lenders and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of certain leases of nomesidential real property and executory contracts, asset dispositions, financing of other transactions and the terms of any plan of reorganization for the Debtor and accompanying disclosure statement and related plan documents; (g) assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in this chapter 11 case; (h) assist as needed as conflicts counsel and handle any matters that may present a potential conflict for Munsch Hardt; (i) represent the Committee at hearings and other proceedings; G) review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; (k) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; (1) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections, or comments in connection with any of the foregoing; and (m) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules, or other applicable law. 615239.1 7/11/12 3
  • 4. 5. The Committee has selected Saul Ewing because the partners and associates of Saul Ewing possess extensive knowledge and considerable expertise in the fields of bankruptcy, insolvency, debtors' and creditors' rights, debt restructuring, and corporate reorganization, among others. Accordingly, the Committee believes that Saul Ewing is well qualified to represent it in these Chapter 11 cases. 6. The Committee requests that all legal fees and related costs and expenses incurred by the Committee on account of services rendered by Saul Ewing in these cases be paid as administrative expenses of the estates pursuant to sections 328, 330(a), 331, 503(b), and 507(a)(l) of the Bankruptcy Code. Subject to the Court's approval, Saul Ewing will charge for its legal services on an hourly basis in accordance with its ordinary and customary hourly rates in effect on the date such services are rendered, subject to sections 328(a) and 330 of the Bankruptcy Code as well as Orders of the Court entered in this case. The following are Saul Ewing's currently hourly rates for work of this nature: Billing_Catee!lrv Range Partners $350-$750 Special Counsel $300-$495 Associates $245-$425 Paraprofessionals $160-$275 7. These hourly rates are subject to periodic adjustments (typically in January or July of each year) to reflect economic and other conditions. Saul Ewing will maintain detailed records of actual and necessary costs and expenses incurred in connection with the legal services described above. These rates are set at a level designed to fairly compensate the firm for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is Saul Ewing's policy to charge its clients for all other expenses incurred in connection with the client's case. The expenses charged to clients include, among other things, telephone and telecopier toll 615239.1 7/11112 4
  • 5. and other charges, mail and express mail charges, special or hand delivery charges, photocopying charges at the rate of $.10 per page, travel expenses, expenses for "working meals," computerized research, transcription costs, as well as non-ordinary overhead expenses such as secretarial and other overtime. The firm will charge the Committee for these expenses in a manner and at rates consistent with charges made generally to the firm's other clients, subject to the Local Rules. 8. Upon information and belief, Saul Ewing does not represent and does not hold any interest materially adverse to the interests of the Debtor's estate or creditors or equity security holders in the matters upon which Saul Ewing is to be engaged, except to the extent set forth in the declaration of Mark Minuti attached hereto as Exhibit A. 9. Because of the extensive legal services that may be necessary in this chapter 11 case, and the fact that the full nature and extent of such services are not known at this time, the Committee believes that the employment of Saul Ewing to provide the services described above is appropriate and in the best interests of the Debtor's estate and its creditors. 10. No prior application for the relief requested herein has been presented to this Court or any other court. 615239.1 7/ll/12 5 , 1-
  • 6. WHEREFORE, the Committee requests that an Order be entered authorizing it to retain Saul Ewing as its co-counsel in this case, nunc pro tunc to July 10, 2012, and providing the Committee such other and further relief as the Court may deem just and proper. Dated: July 11, 2012 Respectfully submitted, THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CORDILLERA GOLF CLUB, LLC By: Is/ Dennis S. Meir (with permission) Dennis S. Meir, Chairperson 615239.1 7/11112 6
  • 7. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. Obj. Deadline: July 20,2012 at4:00 p.m. Hearing Date: July 27,2012 at 1:00pm. NOTICE OF APPLICATION PLEASE TAKE NOTICE that on July 11, 2012, the Official Committee of Unsecured Creditors (the "Committee") appointed in the chapter II case of Cordillera Golf Club, LLC, filed the Application of the Official Committee of Unsecured Creditors for Authority to Retain Saul Ewing LLP as Its Co-Counsel, Nunc Pro Tunc to July 10, 2012 (the "Application") with the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). PLEASE TAKE FURTHER NOTICE that objections, if any, to the entry of an order approving the Application must be (a) in writing and served on or before July 20, 2012 at 4:00 p.m. (prevailing Eastern Standard Time) (the "Objection Deadline"); (b) filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3'd Floor, Wilmington, Delaware 19801; and (c) served as to be received on or before the Objection Deadline by the undersigned proposed attorneys for the Committee. PLEASE TAKE FURTHER NOTICE THAT only objections made in writing and timely filed and received, in accordance with the procedures above, will be considered by the Bankruptcy Court at such hearing. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL BE HELD ON July 27, 2012 AT 1:00 P.M. (PREVAILING EASTERN TIME) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, AT THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5th FLOOR, COURTROOM 6, WILMINGTON, DELAWARE 19801. I The Debtor in this chapter II 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, Snite E202, Edwards, co 81632. 615239.1 7/11112
  • 8. IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: July 11, 2012 SAUL EWING LLP By:~ Mark Minuti (No. 2659) 222 Delaware Avenue, Suite 1200 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6840 Facsimile: (302) 421-5873 E-mail: mminuti@saul.com -and- MUNSCH HARDT KOPF & HARR, P.C. Russell L. Munsch Texas Bar No. 14671500 Joseph J. Wielebinski Texas Bar No. 21432400 Jay H. Ong Texas Bar No. 24028756 Zachery Z. Annable Texas Bar No. 24053075 3 800 Lincoln Plaza 500 N. Akard Street Dallas, TX 75201-6659 Telephone: (214) 855-7500 Facsimile: (214) 978-4335 E-mail: rmunsch@munsch.com E-mail: jwielebinski@munsch.com E-mail: jong@munsch.com Email: zannable@munsch.com Proposed Counsel for the Official Committee of Unsecured Creditors 615239.1 7/11112 2
  • 9. Exhibit A ' Declaration of Mark Minuti I I
  • 10. EXHIBIT A UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. DECLARATION OF MARK MINUTI MARK MINUTI hereby declares: 1. I am a partner in the law firm of Saul Ewing LLP ("Saul Ewing"), which maintains offices for the practice oflaw at 222 Delaware Avenue, Wilmington, Delaware 19801, as well as in Philadelphia, Harrisburg, Chesterbrook, and Pittsburgh, Pennsylvania; Newark and Princeton, New Jersey; Baltimore, Maryland; Boston, Massachusetts; and Washington, D.C. This Declaration is submitted pursuant to section 11 03(b) of title 11 of the United States Code (the "Bankruptcy Code") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and in support of the Application of the Official Committee of Unsecured Creditors for Authority to Retain Saul Ewing LLP as its Co-Counsel, Nunc Pro Tunc to July 10, 2012 (the "Application"). 2. I am familiar with the matters set forth herein and make this declaration in support of the Application. 3. On June 26, 2012, the Debtor filed a voluntary petition for relief with this Court under chapter 11 of the Bankruptcy Code. The Debtor operates its business and manages its The Debtor in this chapter II case, and the last four digits of its employer tax identification number, is: XX-XXXI317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, co 81632. 615239.1 7/11112
  • 11. property as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. On or about July 6, 2012, the Official Committee of Unsecured Creditors (the "Committee") was appointed in this case by the Office of the United States Trustee consisting of the following seven members: (i) John D. O'Brien; (ii) Cheryl M. Foley; (iii) Ken Ulickey; (iv) Kevin B. Allen; (v) Dennis S. Meir; (vi) John S. Lemak; and (vii) Ceres Design & Arborscape, LLC. On July 9, 2012, the Committee chose Munsch Hardt Kopf & Harr, P.C. ("Munsch Hardt") as its lead counsel, and on July 10, 2012 the Committee chose Saul Ewing as its co-counsel. 5. On July 10, 2012, I reviewed the docket in the Debtor's case to identify parties that may have an interest in the Debtor's case and compiled a schedule of those parties identified. This schedule is reproduced and attached hereto as Exhibit 1. All of the entities on Exhibit 1 were searched through Saul Ewing's computer system and circulated to all attorneys at Saul Ewing to determine whether Saul Ewing has any relationship therewith. Saul Ewing will continue to supplement this Declaration as appropriate upon completion of its additional search and as additional creditors, equity holders or parties-in-interest are identified in this case. 6. To the extent that such a search indicated that Saul Ewing has, or had, a relationship with any such entity listed on Exhibit 1, the identities of such entities are set forth on Exhibit 2 annexed hereto and incorporated herein. Saul Ewing and its partners, counsel, and associates: (a) Are not creditors, equity security holders, or insiders of the Debtor; (b) Are not and were not investment bankers for any outstanding security of the Debtor; 615239.1 7/ll/12 2 I
  • 12. (c) Have not been, within three (3) years before the date of the filing of the Debtor's chapter 11 petition, (i) investment bankers for a security of the Debtor, or (ii) an attorney for such an investment banker in connection with the offer, sale, or issuance of a security of the Debtor; and (d) Are not and were not, within two (2) years before the date of the filing of the Debtor's chapter 11 petition, a director, officer, or employee of the Debtor or of any investment banker as specified in subparagraph (b) or (c) of this paragraph. 7. Except as otherwise set forth herein and specifically in Exhibit 2, insofar as I have been able to ascertain, the partners, counsel, and associates of Saul Ewing do not have any connection with the Debtor, the Debtor's officers and directors, the Debtor's creditors, the Debtor's equity security holders and other known parties in interests or their respective attorneys and accountants, or the members of the Committee. 8. Saul Ewing intends to apply for compensation for professional services rendered in connection with this chapter 11 case subject to the approval of this Court and compliance with applicable provisions of the Bankruptcy Code, Bankruptcy Rules, the Court's local rules, and Orders of the Court entered in this case concerning compensation of professionals, on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by the firm. The following are Saul Ewing's currently hourly rates for work of this nature: Billin2Cate20IT Ran2e Partners $350-$750 Special Counsel $300-$495 Associates $245- $425 Paraprofessionals $160- $275 9. The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions. 615239.1 7/11112 3
  • 13. 10. No promises have been received by Saul Ewing nor any partner, counsel or associate thereof as to compensation in connection with these cases other than in accordance with the provisions of the Bankruptcy Code. 11. Neither I, Saul Ewing, nor any partner, counsel or associate thereof, insofar as I have been able to ascertain, represents any interest adverse to the Committee or the Debtor in the matters upon which Saul Ewing is to be engaged. 12. Saul Ewing does not hold an interest materially adverse to the interest of the estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor or an investment banker as specified in subparagraph (B) or (C) of 11 U.S.C. § 101(14), or for any other reason. 13. Saul Ewing does not currently represent the Debtor or any of its affiliates, partners or subsidiaries, and Saul Ewing will not undertake the representation of the Debtor or related entities during this engagement. Moreover, except as set forth herein, Saul Ewing will not undertake the representation of any party other than the Committee in connection with the Debtor's chapter 11 proceeding. 14. Based upon information available to me, I believe that Saul Ewing is a "disinterested person" within the meaning of the Bankruptcy Code with respect to the matters upon which Saul Ewing is to be engaged in this chapter 11 case. 15. In preparing this Declaration, Saul Ewing submitted to its computer conflict database the names of the parties listed on Exhibit 1. Additionally, I caused e-mails to be circulated to all persons at Saul Ewing to determine whether and to what extent Saul Ewing has connections with any ofthese entities or individuals. 615239.17/11112 4 I I I 1-·
  • 14. 16. Saul Ewing may have in the past represented and/or currently represent and may in the future represent (in matters wholly unrelated to the Debtor's chapter 11 case) other entities not currently known to Saul Ewing who may be creditors or parties in interest in the Debtor's chapter 11 case. To the extent that Saul Ewing discovers any such information, Saul Ewing will promptly disclose such information to the Court, the Committee, the Debtor and the United States Trustee by filing a supplemental declaration on the electronic docket. 17. Saul Ewing is willing to be retained by the Committee as its co-counsel and will make appropriate application to this Court for compensation and reimbursement of out-of-pocket expenses, all in accordance with the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules for the United States Bankruptcy Court for the District of Delaware and any orders of this Court. 18. No agreement exists, nor will any be made, to share any compensation received by Saul Ewing for its services with any other person or firm. I hereby declare under the penalty of perjury that the foregoing is true and correct. Executed on July 11, 2012 615239.1 7/11/12 5
  • 15. EXHIBIT 1 ENTITIES SUBJECT TO SAUL EWING'S CONFLICT SEARCH Cordillera Golf Club, LLC AON risk Services Central, Inc. Cordillera Golf Holdings, LLC AT&T Mobility Acushnet Co. Atalaya Capital Management Alpine Bank Bankserv Arapahoe Pumping Systems Beaver Creek Golf Club Callaway Golf, Inc. Beverage Distributors CGH Manager, LLC Big 0 Tires Centurylink, Inc. BMI Broadcast Music, Inc. Ceres Design & Arborscape LLC Bushnell Outdoor Products Charles and Megan Jackson Charles Reeves Cheryl Foley Colorado Dept. of Revenue Colorado Motor Parts Comcast Cable Collett Enterprises, Inc. Country Club of the Rockies Cox Castle & Nicholson, LLP Cox, Castle and Nicholson LLP CVC Property Owners Assoc. CSC Corporate Services Co. David Wilhelm Delaware Secretary of State Dennis S. Meir Dell Commercial Credit Dickinson, Prud'homme, Adams & Ingram, Delta Dental LLP Colorado Dept. of Human Resources Eagle County Treasurer Direct TV Greenberg Traurig Dish Network, Inc. John O'Brien ECCO USA, Inc. Ken Ulickey Ecolab, Inc. Kevin B. Allen EKS&H JohnS. Lemak Federal Express, Inc. Holy Cross Electric Assoc, Inc. Ferrellgas, Inc. LL Johnson Distribution Co. Footjoy River Centre Development LLC Ford Motor Credit Taylor Made, Inc. Fortress Investment Group, LLC Thomas and Jane Milner The Rush Family Trust Gear for Sports Holy Cross Electric I Thomas Genshaft US Dept. of Interior Home Depot Credit In the Swim I Winfield Solutions, LLC Integrated Technology John Deere Credit, Inc. Acushnet Company Johnstone Supply ADP Total Source K2 Corporation ADP, Inc. Kassbohrer All Terrain Vehicle Airgas Intermountain Laser Link Golf American Express Lawson Products, Inc. American Towers Inc. Lazard Capital Markets, Inc. 615239.1 7/11112
  • 16. Level 3 Communications TCF Equipment Finance Longroad Asset Management Textron Financial Corp. McMaster-Carr Supply Co. The Cawley Company, Inc. Mizuno Golf Co. The Professional Golfers Association Nike USA, Inc. The Rossignol Group Northlight Financial Titleist Office Depot Card Plan Tmax Gear Office Depot, Inc. Toyota Financial Services Officemax Contract, Inc. United Parcel Service Orix Corporate Capital, Inc. US Foodservice Inc. Orrison Distributing Ltd. US Bank Pepsi Bottling Group US Dept. ofthe Interior Perot Investments US Golf Association, Inc. Philadelphia Insurance Co. USDA-Forest Service Ping, Inc. USPS Pitney Bowes Global Fin. Village Market Plumbing Systems, Inc. Vision Service Plan Polo Ralph Lauren W.W. Grainger Precision Small Engine Co., Inc. Waste Management Principal Financial Group Waste Management of Co., Inc. Purchase Power, Inc. Wells Fargo Financial Leasing Republic National Distributing West Coast Trends, Inc. Sage Software, Inc. Zee Medical Inc. Sherman & Sterling ZEP Manufacturing Co. Signature Capital Zurich American Southern Wine & Spirit, Inc. Duane Morris LLP Staples Advantage PriceWaterhouse a/k/a PWC Sun Life Financial Siegel, AI Supreme International (Ping) Womble Carlyle Sandridge & Rice, LLP Sysco Food Services of Denver Young Conaway Stargatt & Taylor, LLP Taylor Made, Inc. 615239.1 7/11112 2
  • 17. EXHIBIT2 DISCLOSURE OF SAUL EWING LLP Saul Ewing LLP ("Saul Ewing") with offices in Philadelphia, Harrisburg, Chesterbrook, and Pittsburgh, Pennsylvania; Newark and Princeton, New Jersey; Baltimore, Maryland; Washington, D.C.; Boston, Massachusetts; and Wilmington, Delaware, employs approximately 250 attorneys and has a large and diversified legal practice which encompasses the representation of many businesses, financial institutions, individuals, and other creditors. As part of its diverse practice, Saul Ewing appears in numerous cases, proceedings, and transactions involving many different professionals, including other attorneys, accountants, financial consultants, and investment bankers. Based on Saul Ewing's current knowledge of the professionals, lenders, noteholders, creditors, equity holders, and other significant parties in interest involved in these cases, Saul Ewing makes the following disclosures: a) Current Representations- i) Saul Ewing currently represents Centurylink in matters wholly unrelated to the Debtor. ii) Saul Ewing currently represents ADP, Inc. in matters wholly unrelated to the Debtor. iii) Saul Ewing currently represents AT&T Mobility, Inc. in matters wholly unrelated to the Debtor. iv) Saul Ewing currently represents Level 3 Communications m matters wholly unrelated to the Debtor. v) Saul Ewing currently represents an affiliate of Pepsi Bottling Group in matters wholly unrelated to the Debtor. I (- 615239.1 7/ll/12
  • 18. vi) Saul Ewing currently represents U.S. Foodservice, Inc. in matters wholly unrelated to the Debtor. vii) Saul Ewing currently represents Waste Management, Inc. and its affiliates in matters wholly unrelated to the Debtor. viii) Saul Ewing currently represents Centurylink in matters wholly unrelated to the Debtor. ix) Saul Ewing currently represents Zurich American Insurance Company in matters wholly unrelated to the Debtor. b) Former Representations- i) Saul Ewing formerly represented American Express Financial in matters unrelated to the Debtor. ii) Saul Ewing formerly represented AON in matters unrelated to the Debtor. iii) Saul Ewing formerly represented Comcast Cable in matters unrelated to the Debtor. iv) Saul Ewing formerly represented Ecolabs m matters unrelated to the Debtor. to the Debtor. v) Saul Ewing formerly represented Ford Motor Credit in matters unrelated I vi) Saul Ewing formerly represented John Deer Credit in matters unrelated to I the Debtor. vii) Saul Ewing formerly represented Office Depot in matters unrelated to the I Debtor. I 615239.1 7/Il/12 2 I t I
  • 19. viii) Saul Ewing formerly represented Textron Financial in matters unrelated to the Debtor. ix) Saul Ewing formerly represented US Bank National Association in matters unrelated to the Debtor. x) Saul Ewing formerly represented W.W. Grainger, Inc. in matters unrelated to the Debtor. xi) Saul Ewing formerly represented Zee Medical Services m matters unrelated to the Debtor. c) Professionals - As part of its diverse practice, Saul Ewing appears in numerous cases, proceedings, and transactions involving many different professionals, including other attorneys, accountants, financial consultants, and investment bankers, some of who represent other parties-in-interest in these cases. Saul Ewing does not, and will not, represent any such professionals in this bankruptcy case. 615239.1 7/11112 3
  • 20. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS) Debtor. Re: Docket No. ORDER APPROVING APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN SAUL EWING LLP AS ITS CO-COUNSEL, NUNC PRO TUNC TO JULY 10 2012 Upon the Application (the "Application") dated July 11, 2012 of the Official Committee of Unsecured Creditors (the "Committee") of Cordillera Golf Club, LLC (the "Debtor") for the entry of an order, pursuant to sections 1103(a) and 328(a) of title 11 of the United States Code (the "Bankruptcy Code") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), authorizing the Committee to retain and employ the law firm of Saul Ewing LLP ("Saul Ewing"), nunc pro tunc to July 10, 2012, and upon the Declaration of Mark Minuti, a partner at the firm of Saul Ewing, dated July 11, 2012 (the "Minuti Declaration"); and it appearing that the partners, special counsel, and associates of Saul Ewing who will be engaged in this chapter 11 case are duly qualified to practice before this Court; and the Court being satisfied, based on the representations made in the Application and the Minuti Declaration, that said attorneys represent no interest adverse to the Committee and/or the Debtor's estate with respect to the matters upon which they are to be engaged, that they are "disinterested persons," as that term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, that employment of Saul Ewing is necessary and would be in the best interests of the Committee and the Debtor's estate; and finding that adequate notice of the The Debtor in this chapter II 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. 615239.1 7/ll/12
  • 21. Application having been given; and it appearing that no other notice need be given; and after due deliberation and sufficient cause appearing therefore, it is ORDERED that the Application is approved; and it is further ORDERED that, in accordance with sections 1103(a) and, with respect to Saul Ewing's hourly rates, 328(a) of the Bankruptcy Code and Bankruptcy Rule 2014(a), the Committee is hereby authorized and empowered to employ and retain the firm of Saul Ewing as its co-counsel, nunc pro tunc to July 10, 2012, to represent the Committee in this case under chapter 11 of the Bankruptcy Code, and such retention is hereby approved; and it is further ORDERED that upon the Application and the Minuti Declaration, the Court finds that Saul Ewing does not hold or represent any interest adverse to the estate or represent any other entity having an adverse interest in connection with this chapter 11 case, and that Saul Ewing is a disinterested person, and it is further ORDERED that Saul Ewing shall be compensated in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy Code, such Bankruptcy Rules and local rules as may then be applicable from time to time, and such procedures as may be fixed by order of this Court. The Honorable Christopher S. Sontchi United States Bankruptcy Judge Dated: _ _ _ _ _ _ _, 2012 615239.1 7/11/12 2
  • 22. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 CORDILLERA GOLF CLUB, LLC, Case No. 12-11893 (CSS) Debtor. CERTIFICATE OF SERVICE I, Mark Minuti, hereby certifY that on July 11, 2012, I caused a copy of the Application of the Official Committee of Unsecured Creditors for Authority to Retain Saul Ewing LLP as Its Co-Counsel, Nunc Pro Tunc to July 10, 2012 to be served on the parties on the attached service list in the manner indicated therein. SAUL EWING LLP By:~ Mark Minuti (No. 2659) 222 Delaware Avenue, Suite 1200 P. 0. Box 1266 I Wilmington, DE 19899 (302) 421-6898 I I Dated: July 11, 2012 615239.1 7/11/12
  • 23. CORDILLERA GOLF CLUB, LLC Service List Via Hand Delivery: Matthew P. Ward, Esquire Michael R. Nestor, Esquire Ericka F. Johnson, Esquire Joseph M. Barry, Esquire Womble Carlyle Sandridge & Rice, LLP Donald J. Bowman, Esquire 222 Delaware Avenue, Suite 1501 Young Conaway Stargatt & Taylor LLP Wilmington, DE 19801 Rodney Square 1000 North King Street Richard W. Riley, Esquire Wilmington, DE 19801 Duane Morris LLP 222 Delaware Avenue, Suite 1600 Mark Kenney, Esquire Wihnington, DE 19801-1659 Office of the United States Trustee J. Caleb Boggs Federal Building Ellen W. Slights, Esquire 844 King Street, Suite 2207 United States Attorney's Office Wilmington, DE 19801 District of Delaware 1007 N. Orange Street, Suite 700 Mark D. Collins, Esquire P.O. Box 2046 Zachary I. Shapiro, Esquire Wilmington, DE 19899-2046 Richards, Layton & Finger, P.A. One Rodney Square 920 N. King Street Via Overnight Delivery: Wilmington, DE 19801 Erika L. Morabito, Esquire Brittney J. Nelson, Esquire Tobey M. Daluz, Esquire Foley Lardner LLP Joshua E. Zugarman, Esquire 3000 K Street, N.W., Suite 600 Ballard Spahr LLP Washington, DC 20007 919 N. Market Street, 11th Floor Wilmington, DE 19801 Christopher Celentino, Esquire Mikel Bistrow, Esquire Damien Tancredi, Esquire Dawn Messick, Esquire Cozen O'Connor, PC Foley Lardner LLP 1201 N. Market Street, Suite 1400 402 W. Broadway, Suite 2100 Wilmington, DE 19801 San Diego, CA 92101 William P. Bowden, Esquire Carl A. Eklund, Esquire I Ricardo Palacio, Esquire Ballard Spahr, LLP Ashby & Geddes, P.A. 1225 17th Street, Suite 2300 I 500 Delaware avenue, 8th Floor Denver, CO 80202 P.O. Box 1150 Wilmington, DE 19899 i I· 615239.1 7/11/12 I. I I I
  • 24. Peter A. Cal, Esquire Vincent J. Marriott, III, Esquire Mark L. Fulford, Esquire Sara Schindler-Williams, Esquire Sherman & Howard L.L.C. Ballard Spahr, LLP 633 17th Street, Suite 3000 1735 Market Street, 51st Floor Denver, CO 80202 Philadelphia, PA 19103 Michael S. Kogan, Esquire James J. Holman, Esquire Kogan Law Firm, APC Duane Morris LLP 1901 Avenue ofthe Stars, Suite 1050 30 South 17th Street Los Angeles, CA 90067 Philadelphia, PA 19103 Dan White Arthur J. Abramowitz, Esquire Cordillera Golf Club, LLC Cozen O'Connor, PC 97 Main Street, Suite E202 Libertyview, Suite 300 Edwards, CO 81632 457 Haddonfield Road Cherry Hill, NJ 08002 Securities & Exchange Commission Central Regional Office Brad W. Breslau, Esquire Attn: Office of General Counsel Cozen O'Connor, PC (Bankruptcy) 707 17th Street, Suite 3100 1801 California Street, Suite 1500 Denver, CO 80202 Denver, CO 80202 Melissa Maxman, Esquire Colorado Department of Revenue Ronald Wick, Esquire Attn: Bankruptcy Unit Cozen O'Connor, PC 1375 Sherman Street, Room 1375 1627 I Street, NW, Suite 1100 Denver, CO 80261 Washington, DC 20006 Secretary of State Harland W. Robins, Esquire Division of Corporations Dickinson Wright PLLC Franchise Tax 15 N. 4th Street John G. Townsend Building Columbus, OH 43215 401 Federal Street- Suite 4 P.O. Box 898 Kristi A. Katsma, Esquire Dover, DE 19903 Dickinson Wright PLLC 500 Woodward Avenue, Suite 4000 Secretary of Treasury Detroit, MI 48226 820 Silver Lake Boulevard, Suite 100 P.O. Box 7040 Garry R. Appel, Esquire Dover, DE 19903 Appel & Lucas, P.C. 1660 17th Street, Suite 200 Denver, CO 80202 615239.1 7/11/12 2 I r·
  • 25. George S. Canellos, Regional Director Securities & Exchange Commission New York Office 3 World Financial Center, Suite 400 New York, NY 10281-1022 Internal Revenue Service Department of Treasury Ogden, UT 84201-0030 Internal Revenue Service Centralized Insolvency Section 2970 Market Street Philadelphia, PA 19104 Internal Revenue Service Centralized Insolvency Section P.O. Box 7346 Philadelphia, PA 19101-7346 I 615239.1 7/11/12 3 I i