01:12240632.

1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re:

Cordillera Golf Club, LLC,
1

dba The Club at Cordillera,

Debtor

Chapter 11

Case No. 12-11893 (CSS)

Hearing Date: July 27, 2012 at 1:00 p.m. (ET)
Obj. Deadline: July 13, 2012 at 4:00 p.m. (ET)

Docket Ref. Nos. 7 and 43
NOTICE OF ENTRY OF INTERIM ORDER AND FINAL HEARING ON
DEBTORS MOTION FOR AN ORDER PURSUANT TO SECTION 366 OF
THE BANKRUPTCY CODE (I) PROHIBITING UTILITY COMPANIES
FROM ALTERING, REFUSING, OR DISCONTINUING UTILITY
SERVICES, (II) DEEMING UTILITY COMPANIES ADEQUATELY
ASSURED OF FUTURE PERFORMANCE, (III) ESTABLISHING
PROCEDURES FOR DETERMINING ADEQUATE ASSURANCE OF
PAYMENT; AND (IV) SETTING A FINAL HEARING RELATED THERETO
TO: (A) THE OFFICE OF THE UNITED STATES TRUSTEE; (B) THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION; (C) THE OFFICE FO THE UNITED
STATES ATTORNEY FOR THE DISTRICT OF DELAWARE; (D) THE INTERNAL
REVENUE SERVICE; (E) THE DEBTORS TWENTY (20) LARGEST UNSECURED
CREDITORS; (F) THE DEBTORS CASH MANAGEMENT BANKS; (G) COUNSEL
TO PREPETITION SECURED LENDERS; (H) COUNSEL TO PROPOSED POST-
PETITION SECURED LENDER; AND (I) ALL PARTIES THAT HAVE REQUESTED
NOTICE PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2002
PLEASE TAKE NOTICE that on June 26, 2012, the above-captioned debtor and
debtor in possession (the Debtor) filed the Debtors Motion for an Order Pursuant to Section
366 of the Bankruptcy Code (i) Prohibiting Utility Companies from Altering, Refusing, or
Discontinuing Utility Services, (ii) Deeming Utility Companies Adequately Assured of Future
Performance; (iii) Establishing Procedures for Determining Adequate Assurance of Payment;
and (iv) Setting a Final Hearing Related Thereto [Docket No. 7] (the Utility Motion), a copy
of which is annexed hereto as Exhibit A.

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

2
01:12240632.1
PLEASE TAKE FURTHER NOTICE that on June 27, 2012, the United States
Bankruptcy Court for the District of Delaware (the Court) entered an interim order [Docket
No. 43] (the Interim Order) granting the relief requested in the Utility Motion on an interim
basis. A copy of the Interim Order is annexed hereto as Exhibit B.
PLEASE TAKE FURTHER NOTICE that objections to the entry of the proposed
final order, substantially in the form attached hereto as Exhibit C, approving the Utility Motion
must be filed on or before July 13, 2012 at 4:00 p.m. (ET) (the Objection Deadline) with the
United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 Market Street,
Wilmington, Delaware 19801. At the same time, you must serve a copy of the response(s) upon
the undersigned proposed counsel to the Debtor so as to be received on or before the Objection
Deadline.
PLEASE TAKE FURTHER NOTICE THAT A FINAL HEARING ON THE
UTILITY MOTION WILL BE HELD ON JULY 27, 2012 AT 1:00 P.M. (ET) BEFORE THE
HONORABLE CHRISTOPHER S. SONTCHI AT THE UNITED STATES BANKRUPTCY
COURT FOR THE DISTRICT OF DELAWARE, 824 MARKET STREET, 5TH FLOOR,
COURTROOM NO. 6, WILMINGTON, DELAWARE 19801.
PLEASE TAKE FURTHER NOTICE THAT UNTIL SUCH TIME AS A FINAL
ORDER ON THE UTILITY MOTION IS ENTERED BY THE COURT, THE DEBTORS
UTILITY COMPANIES ARE PROHIBITED FROM DISCONTINUING, ALTERING, OR
REFUSING SERVICE TO THE DEBTOR ON ACCOUNT OF ANY UNPAID PRE-PETITION
CHARGES, OR DISCRIMINATING AGAINST THE DEBTOR, OR REQUIRING PAYMENT
OF A DEPOSIT OR RECEIPT OF ANY OTHER SECURITY FOR CONTINUED SERVICE

3
01:12240632.1
AS A RESULT OF THE DEBTORS CHAPTER 11 FILINGS OR ANY OUTSTANDING
PRE-PETITION INVOICES.
PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTIONS TO THE
UTILITY MOTION ARE TIMELY FILED, SERVED, AND RECEIVED IN ACCORDANCE
WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN
CONNECTION WITH THE UTILITY MOTION, ON A FINAL BASIS, WITHOUT
FURTHER NOTICE OR HEARING.
Dated: Wilmington, Delaware
June 28, 2012

FOLEY & LARDNER LLP
Christopher Celentino
Erika Moribita
Mikel Bistrow
402 West Broadway, Suite 2100
San Diego, California 92101
Telephone: (619) 234-6655
Facsimile: (619) 234-3510

-and-

YOUNG CONAWAY STARGATT & TAYLOR, LLP


/s/ Donald J. Bowman, Jr. ,
Michael R. Nestor (No. 3526)
Joseph M. Barry (No. 4221)
Donald J. Bowman, Jr. (No. 4383)
Kenneth J. Enos (No. 4544)
1000 N. King Street
Rodney Square
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253

Proposed Counsel for Debtor and Debtor in Possession


01:12240632.1
EXHIBIT A
Utility Motion
Inre:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
Cordillera Golf Club, LLC,
1
dba The Club at Cordillera,
Case No. 12-11893 ( ~ __ )
Debtor.
DEBTOR'S MOTION FOR AN ORDER PURSUANT TO SECTION 366 OF THE
BANKRUPTCY CODE (I) PROHIBITING UTILITY COMPANIES FROM
ALTERING, REFUSING, OR DISCONTINUING UTILITY SERVICES,
(II) DEEMING UTILITY COMPANIES ADEQUATELY ASSURED OF FUTURE
PERFORMANCE, (III) ESTABLISHING PROCEDURES FOR
DETERMINING ADEQUATE ASSURANCE OF PAYMENT; AND
(IV) SETTING A FINAL HEARING RELATED THERETO
Cordillera Golf Club, LLC, the debtor and debtor in possession in the above-
captioned case (the "Debtor"), by and through its proposed undersigned counsel, hereby moves
this Court (the "Motion") for entry of an interim and final order substantially in the forms of
Exhibits Band C attached hereto (the "Interim Order" and "Final Order" respectively, and
together, the "Orders") pursuant to section 366(b) of title 11 of the United States Code (the
"Bankruptcy Code"), (a) prohibiting the Debtor's utility service providers from altering, refusing,
or discontinuing utility services on account of pre-petition invoices; (b) deeming the Debtor's
utility service providers adequately assured of future performance, (c) establishing procedures
for determining additional adequate assurance of future payment and authorizing the Debtor to
provide adequate assurance of future payment to the Debtor's utility service providers, and (d)
setting a final hearing related thereto. The facts and circumstances supporting this Motion are set
forth in the concurrently filed Declaration of DanielL. Fitchett in support of Chapter 11
1
The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
X:X:Xl317. The cmporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
01:12210281.8
Petitions and First Day Relief(the "First Day Declaration"). In further support of this Motion,
the Debtor respectfully states as follows:
JURISDICTION
1. The Court has jurisdiction over this matter pursuant to 28 U.S. C. 157
and 1334 and the Amended Standing Order of Reference from the United States District Court
for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant
to 28 U.S.C. 157(b)(2), and the Court may enter a final order consistent with Article III of the
United States Constitution. Venue is proper in this Court pursuant to 28 U.S.C. 1408 and
1409. The statutory and legal predicates for the relief requested herein are sections 105(a) and
366(b) ofthe Bankruptcy Code.
BACKGROUND
2. On the date hereof (the "Petition Date"), the Debtor filed a voluntary
petition for relief under chapter 11 of the Bankruptcy Code. Concurrently with this Motion, the
Debtor has also filed motions or applications seeking certain "first day" relief.
3. The Debtor has continued in possession of its properties and has
continued to operate and maintain its business as a debtor in possession pursuant to sections
1107(a) and 1108 of the Bankruptcy Code.
4. No request has been made for the appointment of a trustee or examiner
and no official committee has been established in this case.
5. Additional information about the Debtor's business and the events
leading up to the Petition Date can be found in the First Day Declaration, which is incorporated
herein by reference.
2
01:122!0281.8
RELEVANT BACKGROUND
6. In connection with the operation of its business, the Debtor has
approximately fifteen accounts with various utility companies (the "Utility Companies") to
obtain electricity, natural gas, fuel, water, sewer, telephone, television, internet connectivity,
waste management and/or other similar services (collectively, the "Utility Services"). Annexed
hereto as Exhibit k is a list of Utility Companies providing services to the Debtor as of the
Petition Date.
7. In general, the Debtor has established a good payment history with
virtually all of its Utility Companies, consistently making payments on a regular and timely
basis. The Debtor pays on average approximately $64,000 per month on account of the Utility
Services. To the best ofthe Debtor's knowledge, there are no defaults or arrearages of any
significance with respect to the Debtor's undisputed Utility Services invoices, other than the
payment interruptions that may be caused by the commencement of this chapter 11 case.
RELIEF REQUESTED
8. The Debtor requests that the Court enter the Interim Order, annexed
hereto as Exhibit B, and the Final Order, annexed hereto as Exhibit C, (a) prohibiting the Utility
Companies from altering, refusing or discontinuing Utility Services on account of pre-petition
invoices, including the making of demands for security deposits or accelerated payment terms;
(b) determining that the Debtor has provided each of the Utility Companies with "adequate
assurance of payment" within the meaning of section 366 of the Bankruptcy Code ("Adequate
2
The Debtor has endeavored to identify all of the Utility Companies and list them on Exhibit A hereto. However,
inadvertent omissions may have occurred, and the omission from Exhibit A hereto of any entity providing utility
services to the Debtor shall not be construed as an admission, waiver, acknowledgement or consent that section 366
of the Bankruptcy Code does not apply to such entity. If the Debtor identifies any entity that was inadvertently
excluded from Exhibit A hereto, it will promptly provide that entity with a copy of either (i) the Interim Order and
Motion, or (ii) if entered, the Final Order.
3
01:12210281.8
Assurance"), based, inter alia, on the Debtor's establishment of a segregated account containing
an amount equal to 50% of the Debtor's estimated monthly cost of the Utility Services, which
may be adjusted by the Debtor to account for the termination of certain Utility Services by the
Debtor on account of any closed business locations or by agreement between the Debtor and the
affected Utility Company; (c) upon entry of the Final Order, establishing procedures for
determining additional Adequate Assurance of future payment, if any, and authorizing the
Debtor to provide Adequate Assurance of future payment to the Utility Companies (the
"Assurance Procedures"); and (d) setting a final hearing (the "Final Hearing") on the proposed
Adequate Assurance and Assurance Procedures.
9. As more fully set forth in the Motion, the Debtor will establish a
segregated account containing an amount equal to 50% of the Debtor's estimated monthly cost of
the Utility Services in order to provide Adequate Assurance of the Debtor's future payment of its
utility bills.
10. Uninterrupted utility service is vital to the continued operation of the
Debtor's businesses and, consequently, to the success of its chapter 11 case. Termination of
utility services provided to the Debtor (even temporarily) could result in the disruption of the
Debtor's business, and affect the ability of the Debtor to preserve and maximize the value of its
estate. Thus, the relief requested herein is necessary and in the best interests of the Debtor's
estate and its creditors.
BASIS FOR RELIEF
11. If the Utility Companies are permitted to terminate Utility Services, the
Debtor could be forced to cease operations at their golf clubs. Thus, termination of any Utility
Service will result in substantial (and potentially irreparable) disruption to the Debtor's business,
4
01:12210281.8
as well as loss of revenue and profits. Any interruption of Utility Services would substantially
diminish or impair the Debtor's efforts to preserve and maximize the value of its estate. It is
therefore critical that Utility Services continue uninterrupted.
12. Section 366 of the Bankruptcy Code provides that, in a chapter 11 case,
during the initial thirty days after the commencement of a bankruptcy case, utilities may not
alter, refuse or discontinue service to, or discriminate against, a debtor solely on the basis of the
commencement of its case or the existence of pre-petition debts owed by the debtor. In a
chapter 11 case, following the thirty-day period under section 366(c) of the Bankruptcy Code,
utilities may discontinue service to the debtor if the debtor does not provide adequate assurance
of future performance of its post-petition obligations in a form that is satisfactory to the utility,
subject to the Court's ability to modify the amount of adequate assurance.
13. The Debtor intends to pay all undisputed post-petition charges for Utility
Services when due. Nonetheless, to provide adequate assurance of payment for future services to
the Utility Companies, the Debtor proposes to deposit a sum of $32,000, which represents 50%
of the Debtor's estimated monthly cost of the Utility Services into a newly created segregated
bank account within twenty (20) days of the Petition Date (the "Utility Deposit"). Such bank
account to be either interest-bearing or non-interest-bearing at the Debtor's election.
14. While the form of adequate assurance of payment may be limited to the
types of security enumerated in subsection 366(c)(l)(A)/ the determination of the amount of the
adequate assurance is within the discretion of the Court. It is well established that the
requirement that a utility receive adequate assurance of payment does not require a guarantee of
3
Section 366(c)(l)(A) provides that "assurance of payment" may be in the form of a cash deposit, letter of credit,
certificate of deposit, surety bond, prepayment of utility consumption, or another form of security that is mutually
agreed on between the utility and the debtor. 11 U.S.C. 366(c)(l)(A).
5
01:12210281.8
payment. Instead, the protection granted to a utility is intended to avoid exposing the utility to
an unreasonable risk of nonpayment.
15. The Debtor submits that the Utility Deposit constitutes sufficient
adequate assurance to the Utility Companies. However, the Debtor proposes to establish the
Assurance Procedures under which a Utility Company may request additional adequate
assurance of payment. If any Utility Company believes additional assurance is required, it may
request such additional assurance pursuant to the procedures set forth herein. The Assurance
Procedures provide the following:
01:12210281.8
(a) If a Utility Company is not satisfied with the assurance of
future payment provided by the Debtor, the Utility
Company must serve a written request (a "Request") upon
co-counsel to the Debtor, Foley & Lardner LLP, 402 West
Broadway, Suite 21 00, San Diego, California 92101
(Attention: Christopher Celentino, Esq.) and Young
Conaway Stargatt & Taylor, LLP, Rodney Square, 100 N.
King Street, Wilmington, Delaware 19801 (Attention:
Travis G. Buchanan, Esq.) setting forth the location(s) for
which Utility Services are provided, the account number(s)
for such location(s), the outstanding balance for each
account, providing a report on and certifying the Debtor's
payment history on each account for the previous twelve
months, disclosing any existing security deposit and an
explanation of why the Utility Deposit is not adequate
assurance of payment.
(b) Without further order of the Court, the Debtor, in its sole
discretion, may enter into agreements granting additional
adequate assurance to a Utility Company and/or extend the
Debtor's time to file a Determination Motion (as defined
below).
(c) If the Debtor believes a Request is unreasonable, then it
shall, within thirty (30) days after receipt of a Request (or
such later date agreed to by the Debtor and the requesting
party), file a motion (the "Determination Motion") pursuant
to section 366(c)(3) of the Bankruptcy Code seeking a
determination from the Court that the Utility Deposit, plus
any additional consideration offered by the Debtor,
6
constitutes adequate assurance of payment. Pending notice
and a hearing on the Determination Motion, the Utility
Company that is the subject of the unresolved Request may
not alter, refuse, or discontinue services to the Debtor.
(d) The Utility Deposit shall be deemed adequate assurance of
payment for any Utility Company that fails to make a
Request.
16. The Debtor requests a fmal hearing on this Motion to be held within
twenty-five (25) days of the Petition Date to ensure that, if a Utility Company argues it can
unilaterally refuse service to the Debtor on the 31st day after the Petition Date, the Debtor will
have the opportunity, to the extent necessary, to request that the Court make such modifications
to the Assurance Procedures in time to avoid any potential termination of the Utility Services.
THE UTILITY COMPANIES WILL NOT BE
PREJUDICED BY THE REQUESTED RELIEF
17. On a monthly basis, the Debtor receives dozens of individual invoices for
Utility Services from its Utility Companies, with whom the Debtor may have multiple utility
accounts. To the best of the Debtor's knowledge, there are no material defaults or arrearages
with respect to undisputed Utility Service invoices, other than payment interruptions that may be
caused by commencement of this chapter 11 case.
18. The Debtor's proposed method of :furnishing adequate assurance of
payment for post-petition Utility Service is not prejudicial to the rights of any Utility Company,
and is in the best interest of the Debtor's estate. This Court has granted similar relief to that
requested herein following the enactment of the Bankruptcy Abuse Prevention and Consumer
Protection Act of2005. S e e , ~ ' Inre Solar Trust of America, LLC, Case No. 12-11136 (KG)
(Bankr. D. Del. Apr. 30, 2012); In re Pemco World Air Services, Inc., Case No. 12-10799
(MFW) (Bankr. D. Del. Apr. 4, 2012); In re SP Newsprint Holdings LLC, Case No. 11-13649
7
01:12210281.8
(CSS) (Bankr. D. Del. Dec. 7, 2011); In re Filene's Basement, LLC, Case No. 11-13511 (KJC)
(Bankr. D. Del. Nov. 20, 2011); In re Real Mex Restaurants, Inc., Case No. 11-13122 (BLS)
(Bankr. D. Del. Nov. 4, 2011); In re Graceway Pharmceuticals, LLC, Case No. 11-13036 (PJW)
(Bankr. D. Del. Oct. 17, 2011).
19. Because uninterrupted utility service is vital to the continued operation of
the Debtor's business and, consequently, to the success of its chapter 11 case, the relief requested
herein is necessary and in the best interests of the Debtor's estate and its creditors. Such relief
ensures that the Debtor's business operations will not be disrupted, as well as providing Utility
Companies and the Debtor with an orderly, fair procedure for determining "adequate assurance."
20. For the foregoing reasons, the Debtor believes that granting the relief
requested herein is appropriate and in the best interests of its estate and creditors.
NOTICE
21. Notice ofthis Motion has been provided to: (i) the Office ofthe United
States Trustee; (ii) the United States Securities and Exchange Commission; (iii) the Office of the
United States Attorney for the District of Delaware; (iv) the Internal Revenue Service; (v) the
Debtor's twenty (20) largest unsecured creditors; (vi) the Debtor's cash management banks, (vii)
counsel to prepetition secured lenders, and (viii) counsel to proposed post-petition secured
lender. Notice of this Motion and any order entered hereon will be served in accordance with
Local Rule 9013-l(m). In light of the nature of the relief requested herein, the Debtor submits
that no other or further notice is necessary.
NO PRIOR REQUEST
22. The Debtor has not previously sought the relief requested herein from
this or any other Court.
8
01:12210281.8
WHEREFORE, the Debtor respectfully seeks entry of the Interim Order,
substantially in the form attached hereto as Exhibit B, and the Final Order, substantially in the
form attached hereto as Exhibit C, authorizing the requested relief and such other and further
relief as it deems just and proper.
Dated: Wilmington, Delaware
June 26, 2012
01:12210281.8
FOLEY & LARDNER LLP
Christopher Celentino
Erika Moribita
Mikel Bistrow
Pro Hac Vice Motions Pending
402 West Broadway, Suite 2100
San Diego, California 92101
Telephone: (619) 234-6655
Facsimile: (619) 234-3510
-and-
YOUNG CONAWAY STARGATT & TAYLOR, LLP

Joseph M. Barry (No. 4221)
Donald J. Bowman, Jr. (No. 4383)
Kenneth J. Enos (No. 4544)
1 000 N. King Street
Rodney Square
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Proposed Counsel for Debtor and Debtor in Possession
9
01:12210281.8
EXIDBITA
Utilities List
AT&T Mobility
PO Box 6463
287015178755 Cell phone service
Carol Stream, IL 60197-6463
Centurylink, Inc.
PO Box 4300
Several Telephone
Carol Stream, IL 60197-4300
Collett Enterprises, Inc.
PO Box439
No Acct.# Assigned Fuel
Gypsum, CO 8163 7
Colorado River Water
Conservation District
cw 99-12 Water - 10 acre feet
PO Box 1120
Glenwood Springs, CO 81602-1120
Comcast Cable
PO Box 34744
8497505180120561 Cable service
Seattle, W A 98124-17 44
8497505180002157
8497505180000904
Direct TV
PO Box 60036
037761648 Cable service
Los Angeles, CA 90060-0036
Eagle River Water & Sanitation
846 Forest Road
Several Water
Vail, CO 81657
Ferrell Gas, Inc.
PO Box 173940
6478826 Propane
Denver, CO 80217-3940
Holy Cross Electric Association, Inc.
PO Drawer 2150
Several Utilities
Glenwood Springs, CO 81602-2150
Level 3 Communications, LLC
PO Box 910182
1008154027 Telephone
Denver, CO 80291-0182
01:12210281.8
Source gas
PO Box 6604 7 4
Several Utilities
Dallas, TX 75226-0474
U.S. Department of the Interior
Bureau of Reclamation
6 R5589 Water
Great Plains PO Box 301506
6 R9215
Los Angeles, CA 90030-1506
Vail Honeywagon Ltd., Inc.
PO Box4330
12015 Utilities
Edwards, CO 81632
Waste Management of Colorado, Inc.
PO Box 78251
009000505125245 Utilities
Phoenix, AZ 85062-8251
009000532225240
Western Slope Supplies Inc.
PO Box3779
50010700 Drinking water
Eagle, CO 81631-3779
2
01:12210281.8
01:12210281.8
EXHIBITB
Interim Order
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
Cordillera Golf Club, LLC,
1
dba The Club at Cordillera,
Case No. 12-11893 ( ' - - _ ~ )
Ref. Docket No.
Debtor.
INTERIM ORDER PURSUANT TO SECTION 366 OF THE BANKRUPTCY
CODE (I) PROIDBITING UTILITY COMPANIES FROM ALTERING,
REFUSING, OR DISCONTINUING UTILITY SERVICES, (II) DEEMING
UTILITY COMPANIES ADEQUATELY ASSURED OF FUTURE
PERFORMANCE, AND (Ill) SETTING A FINAL HEARING RELATED THERETO
Upon the Motion
2
of the debtor and debtor in possession in the above-captioned
case (the "Debtor") for entry of interim and final orders pursuant to section 3 66 of the
Bankruptcy Code, (i) prohibiting Utility Companies from altering, refusing, or discontinuing
Utility Services, (ii) deeming Utility Companies adequately assured of future performance, (iii)
establishing procedures for determining adequate assurance of payment, and (iv) setting a final
hearing related thereto, all as described more fully in the Motion; and upon consideration of the
Motion and all pleadings related thereto, including the First Day Declaration; and due and proper
notice of this Motion having been given; and it appearing that no other or further notice is
required; and it appearing that the Court has jurisdiction to consider the Motion in accordance
with 28 U.S.C. 157 and 1334; and it appearing that this is a core proceeding pursuant to 28
U.S.C. 157(b)(2); and it appearing that venue of this proceeding and this Motion is proper
pursuant to 28 U.S.C. 1408 and 1409; and it appearing that the relief requested is in the best
1
The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
2
All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Motion.
01:12210281.8
interest of the Debtor, its estate, and creditors and after due deliberation, and sufficient cause
appearing therefor,
IT IS HEREBY ORDERED THAT:
1. The Motion is granted on an interim basis.
2. The Debtor is authorized, but not directed, to pay on a timely basis and in
accordance with its prepetition practices all undisputed invoices for postpetition Utility Services
provided by the Utility Companies to the Debtor.
3. The Debtor shall, on or before twenty (20) days after the Petition Date,
deposit a sum of$32,000, which represents 50% ofthe Debtor's estimated monthly cost of the
Utility Services (the "Utilitv Deposit") into a newly created segregated bank account (the
"Utilitv Deposit Account"), with such Utility Deposit to be held in escrow, pending further order
of the Court, which shall constitute adequate assurance of payment for each Utility Company for
postpetition Utility Services provided to the Debtor. The Utility Deposit Account may be either
interest-bearing or non-interest-bearing at the Debtor's election.
4. The Utility Deposit Account shall be maintained with a minimum balance
equal to 50% ofthe Debtor's estimated monthly cost of Utility Service, which may be adjusted
by the Debtor (i) to account for the termination of Utility Services by the Debtor regardless of
any Requests (as defined in the Motion) and/or agreements with Utility Companies, and (ii) in
accordance with the terms of any agreement between the Debtor and the affected Utility
Company.
5. Pending entry of the Final Order, the Utility Companies are prohibited
from altering, refusing or discontinuing Utility Services on the basis of the commencement of the
Debtor's chapter 11 case or on account of any unpaid invoice for Utility Services provided
2
01:12210281.8
before the Petition Date and from requiring the Debtor to furnish any additional deposit or other
security to the Utility Companies for the continued provision of Utility Services.
6. Nothing in this Interim Order or the Motion shall be deemed to constitute
postpetition assumption or adoption of any agreement pursuant to section 365 of the Bankruptcy
Code.
7. The deadline by which objections to the Motion and the Final Order must
be filed is _________ , 2012 at 4:00p.m. (ET). A final hearing, if required, on the
Motion will be held on ______ , 2012 at _______ .m. (ET). If no objections
are filed to the Motion, the Court may enter the Final Order without further notice or hearing.
8. This Court shall retain jurisdiction with respect to all matters arising from
or related to the implementation and/or interpretation of this Interim Order.
Dated: Wilmington, Delaware
June __ , 2012
01:12210281.8
United States Bankruptcy Judge
3
01:12210281.8
EXIITBITC
Final Order
Inre:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
Cordillera Golf Club, LLC,
1
dba The Club at Cordillera,
Case No. 12-11893 ('-_ _))
Ref. Docket No.
Debtor.
FINAL ORDER PURSUANT TO SECTION 366 OF THE BANKRUPTCY
CODE (I) PROIDBITING UTILITY COMPANIES FROM ALTERING, REFUSING,
OR DISCONTINUING UTILITY SERVICES, (IT) DEEMING UTILITY COMPANIES
ADEQUATELY ASSURED OF FUTURE PERFORMANCE, AND (III) ESTABLISHING
PROCEDURES FOR DETERMINING ADEQUATE ASSURANCE OF PAYMENT
Upon the Motion
2
of the debtor and debtor in possession in the above-captioned
case (the "Debtor") for entry of interim and final orders pursuant to section 366 of the
Bankruptcy Code, (i) prohibiting Utility Companies from altering, refusing, or discontinuing
Utility Services, (ii) deeming Utility Companies adequately assured of :future performance, (iii)
establishing procedures for determining adequate assurance of payment, and (iv) setting a fmal
hearing related thereto, all as described more fully in the Motion; and upon consideration of the
Motion and all pleadings related thereto, including the First Day Declaration; and due and proper
notice of this Motion having been given; and it appearing that no other or further notice is
required; and it appearing that the Court has jurisdiction to consider the Motion in accordance
with 28 U.S.C. 157 and 1334; and it appearing that this is a core proceeding pursuant to 28
U.S.C. 157(b)(2); and it appearing that venue of this proceeding and this Motion is proper
pursuant to 28 U.S.C. 1408 and 1409; and it appearing that the relief requested is in the best
1
The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
2
All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Motion.
01:12210281.8
interest of the Debtor, its estate, and creditors and after due deliberation, and sufficient cause
appearing therefor,
IT IS HEREBY ORDERED THAT:
L The Motion is granted on a final basis.
2. The Debtor is authorized, but not directed, to pay on a timely basis and in
accordance with its prepetition practices all undisputed invoices for postpetition Utility Services
provided by the Utility Companies to the Debtor.
3. To the extent not already deposited, the Debtor shall, on or before the date
which is twenty (20) days after the Petition Date, deposit a sum of $32,000, which represents
50% of the Debtor's estimated monthly cost of the Utility Services (the "Utility Deposit") into a
newly created segregated bank account (the "Utility Deposit Account"), with such Utility
Deposit to be held in escrow, pending further order of the Court, which shall constitute adequate
assurance of payment for each Utility Company for postpetition Utility Services provided to the
Debtor. The Utility Deposit Account may be either interest-bearing or non-interest-bearing at
the Debtor's election.
4. The Utility Deposit Account shall be maintained with a minimum balance
equal to 50% of the Debtor's estimated monthly cost of Utility Service, which may be adjusted
by the Debtor (i) to account for the termination of Utility Services by the Debtor regardless of
any Requests (as defined in the Motion) and/or agreements with Utility Companies, and (ii) in
accordance with the terms of any agreement between the Debtor and the affected Utility
Company.
5. Absent further order of the Court, the Utility Companies are prohibited
from altering, refusing or discontinuing Utility Services on the basis of the commencement of the
2
01:12210281.8
Debtor's chapter 11 case or on account of any unpaid invoice for Utility Services provided
before the Petition Date and from requiring the Debtor to furnish any additional deposit or other
security to the Utility Companies for the continued provision of Utility Services.
6. If a Utility Company is not satisfied with the assurance of future payment
provided by the Debtor, the Utility Company must serve a written request (a "Request") upon co-
counsel to the Debtor, Foley & Lardner LLP, 402 West Broadway, Suite 2100, San Diego,
California 92101 (Attention: Christopher Celentino, Esq.) and Young Conaway Stargatt &
Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801 (Attention:
Travis G. Buchanan, Esq.) setting forth the location(s) for which Utility Services are provided,
the account number(s) for such location(s), the outstanding balance for each account, providing a
report on and certifying the Debtor's payment history on each account for the previous twelve
months, disclosing any existing security deposit and an explanation of why the Utility Deposit is
not adequate assurance of payment.
7. Without further order of the Court, the Debtor, in its sole discretion, may
enter into agreements granting additional adequate assurance to a Utility Company and/or extend
the Debtor's time to file a Determination Motion (as defined below).
8. If the Debtor believes a Request is unreasonable, then it shall, within thirty
(30) days after receipt of a Request (or such later date agreed to by the Debtor and the requesting
party), file a motion (the "Determination Motion") pursuant to section 366(c)(3) of the
Bankruptcy Code seeking a determination from the Court that the Utility Deposit, plus any
additional consideration offered by the Debtor, constitutes adequate assurance of payment.
3
01:12210281.8
9. Pending notice and a hearing on the Determination Motion, the Utility
Company that is the subject of the unresolved Request may not alter, refuse or discontinue
services to the Debtor.
10. The Utility Deposit shall be deemed adequate assurance of payment for
any Utility Company that fails to make a Request.
11. Nothing in this Final Order or the Motion shall be deemed to constitute
postpetition assumption or adoption of any agreement pursuant to section 365 of the Bankruptcy
Code.
12. This Court shall retain jurisdiction with respect to all matters arising from
or related to the implementation and/or interpretation of this Final Order.
Dated: Wilmington, Delaware
June __ , 2012
01:1221028!.8
United States Bankruptcy Judge
4
EXHIBITB
Interim Order
0 I: 12240632.1
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
Cordillera Golf Club, LLC,
1
dba The Club at Cordillera,
Case No. 12-11893 (CSS)
Ref. Docket No. 7
Debtor.
INTERIM ORDER PURSUANT TO SECTION 366 OF THE BANKRUPTCY
CODE (I) PROHIBITING UTILITY COMPANIES FROM ALTERING,
REFUSING, OR DISCONTINUING UTILITY SERVICES, (II) DEEMING
UTILITY COMPANIES ADEQUATELY ASSURED OF FUTURE
PERFORMANCE, AND (III) SETTING A FINAL HEARING RELATED THERETO
Upon the Motion
2
of the debtor and debtor in possession in the above-captioned
case (the "Debtor") for entry of interim and final orders pursuant to section 366 of the
Bankruptcy Code, (i) prohibiting Utility Companies from altering, refusing, or discontinuing
Utility Services, (ii) deeming Utility Companies adequately assured of future performance, (iii)
establishing procedures for determining adequate assurance of payment, and (iv) setting a final
hearing related thereto, all as described more fully in the Motion; and upon consideration of the
Motion and all pleadings related thereto, including the First Day Declaration; and due and proper
notice of this Motion having been given; and it appearing that no other or further notice is
required; and it appearing that the Court has jurisdiction to consider the Motion in accordance
with 28 U.S.C. 157 and 1334; and it appearing that this is a core proceeding pursuant to 28
U.S.C. 157(b)(2); and it appearing that venue of this proceeding and this Motion is proper
pursuant to 28 U.S.C. 1408 and 1409; and it appearing that the relief requested is in the best
1
The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
XXX:l317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
2
All capitalized terms used and not defmed herein shall have the meanings ascribed to them in the Motion.
01:12210281.8
interest of the Debtor, its estate, and creditors and after due deliberation, and sufficient cause
appearing therefor,
IT IS HEREBY ORDERED THAT:
1. The Motion is granted on an interim basis.
2. The Debtor is authorized, but not directed, to pay on a timely basis and in
accordance with its prepetition practices all undisputed invoices for postpetition Utility Services
provided by the Utility Companies to the Debtor.
3. The Debtor shall, on or before twenty (20) days after the Petition Date,
deposit a sum of$32,000, which represents 50% ofthe Debtor's estimated monthly cost of the
Utility Services (the "Utility Deposit") into a newly created segregated bank account (the
"Utility Deposit Account"), with such Utility Deposit to be held in escrow, pending further order
of the Court, which shall constitute adequate assurance of payment for each Utility Company for
postpetition Utility Services provided to the Debtor. The Utility Deposit Account may be either
interest-bearing or non-interest-bearing at the Debtor's election.
4. The Utility Deposit Account shall be maintained with a minimum balance
equal to 50% of the Debtor's estimated monthly cost of Utility Service, which may be adjusted
by the Debtor (i) to account for the termination of Utility Services by the Debtor regardless of
any Requests (as defined in the Motion) and/or agreements with Utility Companies, and (ii) in
accordance with the terms of any agreement between the Debtor and the affected Utility
Company.
5. Pending entry of the Final Order, the Utility Companies are prohibited
from altering, refusing or discontinuing Utility Services on the basis of the commencement of the
Debtor's chapter 11 case or on account of any unpaid invoice for Utility Services provided
2
01:12210281.8
before the Petition Date and from requiring the Debtor to furnish any additional deposit or other
security to the Utility Companies for the continued provision of Utility Services.
6. Nothing in this Interim Order or the Motion shall be deemed to constitute
postpetition assumption or adoption of any agreement pursuant to section 365 of the Bankruptcy
Code.
7. The deadline by which objections to the Motion and the Final Order must
be filed is Tw /}/ /3 , 2012 at 4:00p.m. (ET). A final hearing, if required, on the
Motion will be held on ~ j / Z 7 , 2012 at );-DD=f.k.CET). Ifno objections are
filed to the Motion, the Court may enter the Final Order without further notice or hearing.
8. This Court shall retain jurisdiction with respect to all matters arising from
or related to the implementation and/or interpretation of this Interim Order.
Dated: Wilmington, Delaware
June 2. "1, 2012
01:12210281.8
3
EXHIBITC
Final Order
01:12240632.1
In re:
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
Cordillera Golf Club, LLC,
1
dba The Club at Cordillera,
Case No. 12-11893 (CSS)
Ref. Docket No.
Debtor.
FINAL ORDER PURSUANT TO SECTION 366 OF THE BANKRUPTCY
CODE (I) PROHIBITING UTILITY COMPANIES FROM ALTERING, REFUSING,
OR DISCONTINUING UTILITY SERVICES, (II) DEEMING UTILITY COMPANIES
ADEQUATELY ASSURED OF FUTURE PERFORMANCE, AND (Ill) ESTABLISHING
PROCEDURES FOR DETERMINING ADEQUATE ASSURANCE OF PAYMENT
Upon the Motion
2
of the debtor and debtor in possession in the above-captioned
case (the "Debtor") for entry of interim and final orders pursuant to section 366 of the
Bankruptcy Code, (i) prohibiting Utility Companies from altering, refusing, or discontinuing
Utility Services, (ii) deeming Utility Companies adequately assured of future performance, (iii)
establishing procedures for determining adequate assurance of payment, and (iv) setting a final
hearing related thereto, all as described more fully in the Motion; and upon consideration of the
Motion and all pleadings related thereto, including the First Day Declaration; and due and proper
notice of this Motion having been given; and it appearing that no other or further notice is
required; and it appearing that the Court has jurisdiction to consider the Motion in accordance
with 28 U.S.C. 157 and 1334; and it appearing that this is a core proceeding pursuant to 28
U.S.C. 157(b)(2); and it appearing that venue of this proceeding and this Motion is proper
pursuant to 28 U.S.C. 1408 and 1409; and it appearing that the relief requested is in the best
1
The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
2
All capitalized terms used and not defmed herein shall have the meanings ascribed to them in the Motion.
interest of the Debtor, its estate, and creditors and after due deliberation, and sufficient cause
appearing therefor,
IT IS HEREBY ORDERED THAT:
1. The Motion is granted on a final basis.
2. The Debtor is authorized, but not directed, to pay on a timely basis and in
accordance with its prepetition practices all undisputed invoices for postpetition Utility Services
provided by the Utility Companies to the Debtor.
3. To the extent not already deposited, the Debtor shall, on or before the date
which is twenty (20) days after the Petition Date, deposit a sum of $32,000, which represents
50% of the Debtor's estimated monthly cost of the Utility Services (the "Utility Deposit") into a
newly created segregated bank account (the "Utility Deposit Account"), with such Utility
Deposit to be held in escrow, pending further order of the Court, which shall constitute adequate
assurance of payment for each Utility Company for postpetition Utility Services provided to the
Debtor. The Utility Deposit Account may be either interest-bearing or non-interest-bearing at
the Debtor's election.
4. The Utility Deposit Account shall be maintained with a minimum balance
equal to 50% of the Debtor's estimated monthly cost of Utility Service, which may be adjusted
by the Debtor (i) to account for the termination of Utility Services by the Debtor regardless of
any Requests (as defined in the Motion) and/or agreements with Utility Companies, and (ii) in
accordance with the terms of any agreement between the Debtor and the affected Utility
Company.
5. Absent further order of the Court, the Utility Companies are prohibited
from altering, refusing or discontinuing Utility Services on the basis of the commencement of the
Debtor's chapter 11 case or on account of any unpaid invoice for Utility Services provided
before the Petition Date and from requiring the Debtor to furnish any additional deposit or other
security to the Utility Companies for the continued provision of Utility Services.
6. If a Utility Company is not satisfied with the assurance of future payment
provided by the Debtor, the Utility Company must serve a written request (a "Request") upon co-
counsel to the Debtor, Foley & Lardner LLP, 402 West Broadway, Suite 2100, San Diego,
California 92101 (Attention: Christopher Celentino, Esq.) and Young Conaway Stargatt &
Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801 (Attention:
Travis G. Buchanan, Esq.) setting forth the location(s) for which Utility Services are provided,
the account number(s) for such location(s), the outstanding balance for each account, providing a
report on and certifying the Debtor's payment history on each account for the previous twelve
months, disclosing any existing security deposit and an explanation of why the Utility Deposit is
not adequate assurance of payment.
7. Without further order of the Court, the Debtor, in its sole discretion, may
enter into agreements granting additional adequate assurance to a Utility Company and/or extend
the Debtor's time to file a Determination Motion (as defined below).
8. If the Debtor believes a Request is umeasonable, then it shall, within thirty
(30) days after receipt of a Request (or such later date agreed to by the Debtor and the requesting
party), file a motion (the "Determination Motion") pursuant to section 366(c)(3) of the
Bankruptcy Code seeking a determination from the Court that the Utility Deposit, plus any
additional consideration offered by the Debtor, constitutes adequate assurance of payment.
9. Pending notice and a hearing on the Determination Motion, the Utility
Company that is the subject of the unresolved Request may not alter, refuse or discontinue
services to the Debtor.
10. The Utility Deposit shall be deemed adequate assurance of payment for
any Utility Company that fails to make a Request.
11. Nothing in this Final Order or the Motion shall be deemed to constitute
postpetition assumption or adoption of any agreement pursuant to section 365 ofthe Bankruptcy
Code.
12. This Court shall retain jurisdiction with respect to all matters arising from
or related to the implementation and/or interpretation of this Final Order.
Dated: Wilmington, Delaware
June __ , 2012
United States Bankruptcy Judge
EXHIBIT A
Utilities List
VENDOR NAME ACCOUNT NUMBER UTILITY TYPE
AT&T Mobility
PO Box 6463
287015178755 Cell phone service
Carol Stream, IL 60197-6463
Centurylink, Inc.
PO Box 4300
Several Telephone
Carol Stream, IL 60197-4300
Collett Enterprises, Inc.
PO Box 439
No Acct.# Assigned Fuel
Gypsum, CO 81637
Colorado River Water
Conservation District
cw 99-12 Water - 1 0 acre feet
PO Box 1120
Glenwood Springs, CO 81602-1120
Comcast Cable
PO Box 34744
8497505180120561 Cable service
Seattle, WA 98124-1744
8497505180002157
8497505180000904
Direct TV
PO Box 60036
037761648 Cable service
Los Angeles, CA 90060-0036
Eagle River Water & Sanitation
846 Forest Road
Several Water
Vail, CO 81657
Ferrell Gas, Inc.
PO Box 173940
6478826 Propane
Denver, CO 80217-3940
Holy Cross Electric Association, Inc.
PO Drawer 2150
Several Utilities
Glenwood Springs, CO 81602-2150
Level 3 Communications, LLC
PO Box 910182
1008154027 Telephone
Denver, CO 80291-0182
Source gas
PO Box 6604 7 4
Several Utilities
Dallas, TX 75226-0474
U.S. Department of the Interior
Bureau of Reclamation
6 R5589 Water
Great Plains PO Box 301506
6 R9215
Los Angeles, CA 90030-1506
Vail Honeywagon Ltd., Inc.
PO Box 4330
12015 Utilities
Edwards, CO 81632
Waste Management of Colorado, Inc.
PO Box 78251
009000505125245 Utilities
Phoenix, AZ 85062-8251
009000532225240
Western Slope Supplies Inc.
PO Box 3779
50010700 Drinking water
Eagle, CO 81631-3779