IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Inre: 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) Objection Deadline: July 20, 2012 at 4:00 p.m. (ET)

APPLICATION OF THE DEBTOR FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF YOUNG CONAWAY STARGATT & TAYLOR, LLP AS DELAWARE BANKRUPTCY AND CONFLICTS COUNSEL FOR THE DEBTOR, NUNC PRO TUNC TO THE PETITION DATE The above captioned debtor and debtor-in-possession (the "Debtor") submits this application (the "Application") for the entry of an order, substantially in the form attached hereto as Exhibit C, authorizing the Debtor to employ and retain the law firm of Young Conaway Stargatt & Taylor, LLP ("Young Conaway" or the "Firm") as its Delaware bankruptcy and conflicts counsel, nunc pro tunc to the Petition Date (as defined below). In support of this Application, the Debtor submits the Declaration of Joseph M. Barry (the "Barry Declaration"), attached hereto as Exhibit A. In further support of the Application, the Debtor respectfully represents as follows: JURISDICTION 1. The Court has jurisdiction over this matter pursuant to 28 U.S. C. 157

and 1334 and the Amended Standing Order ofReference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2), and the Court may enter a final order consistent with Article III of the

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.

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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 section 327(a) of title 11 of the United States Code, 11 U.S.C. 101-1532 (the "Bankruptcy Code"), Rule 2014 ofthe Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), 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 Rules").

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

petition for relief under chapter 11 of the Bankruptcy Code. The Debtor has continued in possession of its properties and has continued to operate and maintain its business as a debtor in possession pursuant to sections 11 07(a) and 1108 of the Bankruptcy Code. 3. On July 6, 2012, the Office of the United States Trustee for the District of

Delaware (the "U.S. Trustee") appointed an official committee of unsecured creditors (the "Committee") [Docket No. 86]. No request has been made for the appointment of a trustee or examiner in this case. 4. A description of the Debtor's business, the reasons for commencing this

chapter 11 case, and the relief sought from the Court to allow for a smooth transition into chapter 11 are set forth in the Declaration of DanielL. Fitchett, Jr. in support of Chapter II Petitions

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

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RELIEF REQUESTED 5. By this Application, the Debtor seeks authority to employ and retain

Young Conaway as its Delaware bankruptcy and conflicts counsel with regard to the filing and prosecution of its chapter 11 case, effective nunc pro tunc to the Petition Date. BASIS FOR THE RELIEF REQUESTED
A. Young Conaway's Qualifications

6.

The Debtor seeks to retain Young Conaway as its attorneys because ofthe

Firm's extensive knowledge, expertise, and experience in the field of debtors' and creditors' rights and business reorganizations under chapter 11 of the Bankruptcy Code. Young Conaway's knowledge, expertise, and experience practicing before the Court will enable the Firm to work in an efficient and cost-effective manner on behalf of the Debtor's estate. Additionally, in preparing for this chapter 11 case, Young Conaway has become familiar with the Debtor's business and affairs and many of the potential legal issues that might arise in the context of this case. Therefore, the Debtor believes that Young Conaway is uniquely qualified to represent it as its Delaware bankruptcy and conflicts counsel in this chapter 11 case. 7. The Debtor also intends to file applications to retain Foley & Lardner LLP

("Foley"), as bankruptcy counsel, GA Keen Realty Advisors, LLC, as real estate advisor and investment banker; and PricewaterhouseCoopers, LLP, as financial advisor, and has already filed an application to retain Alfred H. Siegel as Chief Restructuring Officer and Crowe Horwath, LLC to provide restructuring management and advisory services. The Debtor may need to retain other professionals during this chapter 11 case. Each of the Debtor's professionals work under the direction of the Debtor's management and the Debtor's management is committed to minimizing duplication of services in order to reduce professional costs. To that end, Young

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Conaway will work closely with Foley and each of the other professionals retained by the Debtor in connection with this chapter 11 case to ensure that there is no unnecessary duplication of effort or cost. In addition, to the extent that it becomes necessary in the course of this chapter 11 case, Young Conaway will serve as conflicts counsel to handle any matter or issue that the Debtor may encounter which cannot or should not be handled by Foley-in the exercise of the most conservative analysis- because of an actual or potential conflict of interest or, alternatively, which can be more efficiently handled by Young Conaway.

B.

Payment of Fees and Expenses

8. Young Conaway will seek Court approval of its compensation and

reimbursement of its actual, necessary expenses and other charges incurred by the Firm in connection with this chapter 11 case upon the filing of appropriate applications for interim and final compensation and reimbursement pursuant to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. The principal attorneys and paralegal presently designated to represent the Debtor and their current standard hourly rates are:

Michael R. Nestor, Partner Joseph M. Barry, Partner Donald J. Bowman, Jr., Associate Justin P. Duda, Associate Travis T. Buchanan, Associate Melissa Romano, Paralegal

$650.00 $535.00 $400.00 $305.00 $270.00 $180.00

The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions. Other attorneys and paralegals may from time to time serve the Debtor in connection with the matters herein described. 9. The hourly rates set forth above are the Firm's standard hourly rates for

work of this nature. 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 the 4
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Firm's policy to charge its clients in all areas of practice for all other expenses incurred in connection with a client's case. The expenses charged to clients include, among other things, mail and express mail charges, special or hand delivery charges, document processing, photocopying charges, charges for mailing supplies (including, without limitation, envelopes and labels) provided by the Firm to outside copying services for use in mass mailings, travel expenses, expenses for "working meals," computerized research, transcription costs, as well as non-ordinary overhead expenses approved by the client such as secretarial and other overtime. The Firm will charge the Debtor for these expenses in a manner and at rates consistent with charges made generally to the Firm's other clients. The Firm believes that it is fairer to charge these expenses to the clients incurring them than to increase the hourly rates and spread the expenses among all clients. 10. Young Conaway was retained by the Debtor pursuant to an engagement

agreement dated June 18, 2012 (the "Engagement Agreement"). Pursuant to the Engagement Agreement, on June 22, 2012, Young Conaway received a retainer in the amount of $75,000.00 (the "Retainer") in connection with the planning and preparation of a chapter 11 filing and the post-petition representation of the Debtor. Of the Retainer, $73,226.08 was applied to outstanding balances as of the Petition Date and the remainder $1,773.92 will constitute an evergreen retainer as security for post-petition services and expenses. 2 11. In this case, the general security retainer is appropriate for several reasons.

See In re Insilco Technologies, Inc., 291 B.R. 628, 634 (Bankr. D. Del. 2003) (Carey, J.)

("Factors to be considered, include ... whether terms of an engagement agreement reflect normal business terms in the marketplace; ... the relationship between the Debtor and the

Young Conaway's statement pursuant to Bankruptcy Rule 2016 is attached hereto as Exhibit B.

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professionals, i.e., whether the parties involved are sophisticated business entities with equal bargaining power who engaged in an arms-length negotiation[] [and] ... whether the retention, as proposed, is in the best interests of the estate[] .. .");see also Statements of Bankruptcy Judge Peter J. Walsh, In re CTC Communications Group, Inc., Case No. 02-12873 (PJW) (Bankr. D. Del. May 22, 2003), transcript of hearing held May 22, 2003, at 43 ("I agree and adopt wholeheartedly Judge Carey's decision in the Insilco case."). First, these types of retainer agreements reflect normal business terms in the marketplace. See In re Insilco Technologies,

Inc., 291 B.R. at 634 ("[I]t is not disputed that the taking of [security] retainers is a practice now
common in the market place."). Second, both Young Conaway and the Debtor are sophisticated business entities that have negotiated the Retainer at arm's length. Finally, the retention of Young Conaway is in the best interests of the Debtor's estate because the retention agreement and Retainer allow the Debtor to maintain the prepetition relationship established with Young Conaway. Thus, under the standards articulated in In re Insilco Technologies, Inc., and adopted

In re CTC Communications Group, Inc., the facts and circumstances of this case support the
approval of the security retainer. 12. As set forth in the Barry Declaration, Young Conaway has not shared or

agreed to share any of its compensation from the Debtor with any other person or entity, other than as permitted by section 504 of the Bankruptcy Code.

C.

Services to Be Provided
13. The professional services that Young Conaway will render to the Debtor

include, but shall not be limited to, the following: providing legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of its business and the management of its assets, including potential sale(s) of certain assets;

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pursuit of confirmation of a plan of reorganization and approval of the corresponding solicitation procedures and disclosure statement; preparing on behalf of the Debtor necessary applications, motions, answers, orders, reports, and other legal papers; appearing in Court and otherwise protecting the interests of the Debtor before the Court; handling matters or issues that the Debtor may encounter which cannot or should not be handled by Foley because of an actual or potential conflict of interest or, alternatively, which can be more efficiently handled by Young Conaway; and performing all other legal services for the Debtor that may be necessary and proper in this chapter 11 case.

D.

Bankruptcy Rule 2014 Disclosure

14.

To the best of the Debtor's knowledge, information, and belief, and except

as disclosed herein and in the Barry Declaration, Young Conaway has not represented the Debtor, its creditors, any other parties in interest, or their respective attorneys, in any matter relating to the Debtor or its estate. Young Conaway is a "disinterested person" as that term is defined in section 101(14) ofthe Bankruptcy Code in that the Firm, its partners, counsel, and associates: a. b. are not creditors, equity security holders, or insiders of the Debtor; are not and were not, within two (2) years before the Petition Date, directors, officers, or employees of the Debtor; and do not have an interest materially adverse to the interests of the Debtor's estate or of any class of the Debtor's creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in any of the Debtor, or for any other reason.

c.

15.

For the above reasons, the Debtor submits that Young Conaway's

retention and employment in this chapter 11 case is necessary, prudent, and in the best interests of the Debtor and its estate.

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NOTICE

16.

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

States Trustee; (ii) the Office of the United States Attorney for the District of Delaware; (iii) counsel to the Official Committee ofUnsecured Creditors; (iv) counsel to prepetition secured lenders; (v) counsel to proposed post-petition secured lender; and (vi) all parties requesting notice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested herein, the Debtor submits that no other or further notice is necessary.
NO PRIOR REQUEST

17. or any other court.

No prior application for the relief requested herein has been made to this

WHEREFORE, the Debtor respectfully requests the entry of an order, substantially in the form attached hereto as Exhibit C, (a) approving the employment and retention of Young Conaway as Delaware bankruptcy and conflicts counsel for the Debtor nunc pro tunc to the Petition Date and (b) granting such other and further relief as the Court deems appropriate. Dated: Wilmington, Delaware July 10, 2012 CORDILLERA GOLF CLUB, LLC

Is/ DanielL. Fitchett Jr. Daniel L. Fitchett, Jr. ChiefExecutive Officer On Behalf of the Debtor and Debtor in Possession

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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) Objection Deadline: July 20, 2012 at 4:00 p.m. (ET)

NOTICE OF APPLICATION TO: (A) THE OFFICE OF THE UNITED STATES TRUSTEE; (B) THE OFFICE OF THE UNITED STATES ATTORNEY FOR THE DISTRICT OF DELAWARE; (C) COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS; (D) COUNSEL TO PREPETITION SECURED LENDERS; (E) COUNSEL TO PROPOSED POST-PETITION SECURED LENDER; AND (F) ALL PARTIES THAT HAVE REQUESTED NOTICE PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2002

PLEASE TAKE NOTICE that the above-captioned debtor and debtor in possession (the "Debtor") filed the attached Application of the Debtor for an Order Authorizing the Retention and Employment of Young Conaway Stargatt & Taylor, LLP as Delaware Bankruptcy and Conflicts Counsel for the Debtor, Nunc Pro Tunc to the Petition Date (the "Application"). PLEASE TAKE FURTHER NOTICE that responses, if any, to the Application must be filed with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before July 20, 2012, at 4:00 P.M. (ET) (the "Objection Deadline"). At the same time, you must serve a copy of your response upon the undersigned counsel. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE APPLICATION WILL BE HELD ON JULY 27, 2012, AT 1:00 P.M. (ET) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR, COURTROOMNO. 6, WILMINGTON, DELAWARE 19801.

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: :XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.

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PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING.

Dated: Wilmington, Delaware July 10, 2012

FOLEY & LARDNER LLP Christopher Celentino Erika Moribita Mikel Bistrow Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: (619) 234-6655 Facsimile: (619) 234-3510 -andYOUNG CONAWAY STARGATT & TAYLOR, LLP

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

Proposed Counsel for Debtor and Debtor in Possession

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EXHIBIT A
Barry Declaration

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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)

DECLARATION OF JOSEPH M. BARRY IN SUPPORT OF APPLICATION OF THE DEBTOR FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF YOUNG CONAWAY STARGATT & TAYLOR, LLP AS DELAWARE BANKRUPTCY AND CONFLICTS COUNSEL FOR THE DEBTOR, NUNC PRO TUNC TO THE PETITION DATE
I, JOSEPH M. BARRY, hereby declare that: 1. I am a partner in the law firm of Young Conaway Stargatt & Taylor, LLP

("Young Conaway" or the "Firm"), Rodney Square, 1000 North King Street, Wilmington, DE 19801, and have been duly admitted to practice in the States ofDelaware and New York, as well as the United States District Court for the District of Delaware, the United States Court of Appeals for the Third Circuit, and the United States Supreme Court. This declaration (the "Declaration") is submitted in support of the Application of the Debtor for an Order Authorizing the Retention and Employment of Young Conaway Stargatt & Taylor, LLP as Delaware Bankruptcy and Conflicts Counsel for the Debtor, Nunc Pro Tunc to the Petition Date (the "Application"). 2 2. Based on the conflicts and connections search conducted and described

herein, to the best of my knowledge, neither I, the Firm, nor any partner, counsel, or associate
The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: X:XXX:X1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. Capitalized terms used but not otherwise defmed herein shall have the meanings ascribed to such terms in the Application.
2

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thereof, insofar as I have been able to ascertain, has any connection with the Debtor, its creditors, or any other parties-in-interest (each an "Interested Party," and collectively, the "Interested Parties"), or its respective attorneys or accountants, or the United States Trustee or any person employed in the Office of the United States Trustee, except as stated below: a) The Debtor intends to retain various professionals in this chapter 11 case, including Foley & Lardner LLP, as bankruptcy counsel, GA Keen Realty Advisors, LLC, as real estate advisor, PricewaterhouseCoopers, LLP, as fmancial advisor, and Alfred H. Siegel as Chief Restructuring Officer and Crowe Horwath, LLC as restructuring advisor. In addition, various professional firms may serve as professionals to one or more parties in interest in connection with this chapter 11 case. Young Conaway currently works or has in the past worked with and/or against many of these professionals in connection with matters wholly unrelated to this chapter 11 case. b) Young Conaway currently represents Greenberg Traurig, and/or its affiliates, a service provider of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case. c) Young Conaway currently represents U.S. Bank, and/or its affiliates, the Debtor's cash management bank, in matters wholly unrelated to the Debtor or this chapter 11 case. d) Young Conaway has previously represented Acushnet Company, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case. e) Young Conaway has previously represented Airgas Intermountain, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case. f) Young Conaway has previously represented American Express, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case. g) Young Conaway has previously represented American Towers, Inc., and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case. h) Young Conaway has previously represented AT&T Mobility, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly unrelated to the Debtor or this chapter 11 case.

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i)

Young Conaway has previously represented Cigna- Great West Health, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. Young Conaway has previously represented Comcast Cable, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case.

j)

k) Young Conaway has previously represented Consolidated Mgmt. Svcs., and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. 1) Young Conaway has previously represented CSC Corporate Svc. Co., and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. m) Young Conaway has previously represented Pitney Bowes Global Fin., and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. n) Young Conaway has previously represented Suzanne Morgan, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. o) Young Conaway has previously represented Waste Management, and/or its affiliates, a service provider/vendor of the Debtor, in matters wholly umelated to the Debtor or this chapter 11 case. 3. Young Conaway is continuing to review a more complete list of the

Debtor's creditors. Based upon its review as of this date, Young Conaway has determined that it does not represent any party in these proceedings with a material adverse interest with respect to the Debtor. Young Conaway will supplement this affidavit, as necessary, with additional information or disclosures in the event that additional information is developed. 4. Young Conaway is a "disinterested person" as that term is defined in

section 101(14) of the Bankruptcy Code in that the Firm, its partners, counsel, and associates: a) b) are not creditors, equity security holders, or insiders of the Debtor; are not and were not, within two (2) years before the Petition Date, directors, officers, or employees of the Debtor; and

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c)

do not have an interest materially adverse to the interests of the Debtor's estate or of any class of the Debtor's creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, any of the Debtor, or for any other reason.

5.

Young Conaway was retained by the Debtor pursuant to an engagement

agreement dated June 18,2012 (the "Engagement Agreement"). Pursuant to the Engagement Agreement, on June 22, 2012, Young Conaway received a retainer in the amount of $75,000.00 (the "Retainer") in connection with the planning and preparation of a chapter 11 filing and the post-petition representation of the Debtor. Of the Retainer, $73,226.08 was applied to outstanding balances as ofthe Petition Date and the remainder $1,773.92 will constitute an evergreen retainer as security for post-petition services and expenses. 3 6. Young Conaway intends to seek Court approval of its compensation and

reimbursement of its actual, necessary expenses and other charges incurred by the Firm in connection with this chapter 11 case upon the filing of appropriate applications for interim and final compensation and reimbursement pursuant to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. The principal attorneys and paralegal presently designated to represent the Debtor and their current standard hourly rates are:

Michael R. Nestor, Partner Joseph M. Barry, Partner Donald J. Bowman, Jr., Associate Justin P. Duda, Associate Travis T. Buchanan, Associate Melissa Romano, Paralegal

$650.00 $535.00 $400.00 $305.00 $270.00 $180.00

The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions. Other attorneys and paralegals may from time to time serve the Debtor in connection with the matters herein described.
3

Young Conaway's statement pursuant to Bankruptcy Rule 2016 is attached to the Application as Exhibit B.

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7.

The hourly rates set forth above are the Firm's standard hourly rates for

work of this nature. 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 the Firm's policy to charge its clients in all areas of practice for all other expenses incurred in connection with a client's case. The expenses charged to clients include, among other things, mail and express mail charges, special or hand delivery charges, document processing, photocopying charges, charges for mailing supplies (including, without limitation, envelopes and labels) provided by the Firm to outside copying services for use in mass mailings, travel expenses, expenses for "working meals," computerized research, transcription costs, as well as non-ordinary overhead expenses approved by the client such as secretarial and other overtime. The Firm will charge the Debtor for these expenses in a manner and at rates consistent with charges made generally to the Firm's other clients. The Firm believes that it is fairer to charge these expenses to the clients incurring them than to increase the hourly rates and spread the expenses among all clients. 8. Due to the ordinary course and unavoidable reconciliation of fees and

submission of expenses immediately prior to, and subsequent to, the Petition Date, Young Conaway may have incurred unbilled fees and reimbursable expenses which relate to the prepetition period. Young Conaway hereby seeks this Court's approval to apply the Retainer to these amounts and any further prepetition fees and expenses Young Conaway becomes aware of during its ordinary course billing review and reconciliation. Upon the proposed applications of the Retainer, the Debtor would not owe Young Conaway any sums for pre-petition services. 9. No promises have been received by the Firm nor by any partner, counsel,

or associate thereof as to compensation in connection with this chapter 11 case other than in

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accordance with the provisions of the Bankruptcy Code. The Firm has no agreement with any other entity to share with such entity any compensation received by the Firm in connection with these proceedings. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge, information, and belief. Dated: Wilmington, Delaware July 10, 2012

Is/ Joseph M Barry Joseph M. Barry

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EXHIBITB
2016 Statement

01:12260119.5

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)

STATEMENT OF YOUNG CONAWAY STARGATT & TAYLOR, LLP UNDER RULE 2016 OF THE FEDERAL RULES OF BANKRUPTCY PROCEDURE AND SECTION 329 OF THE BANKRUPTCY CODE

1.

Young Conaway Stargatt & Taylor, LLP ("Young Conaway"), pursuant to

Rule 2016 ofthe Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), Rule 2016-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), and section 329 of title 11 of the United States Code, 11 U.S.C. 101-1532 (the "Bankruptcy Code"), states that the undersigned is bankruptcy counsel for the above-captioned debtor and debtor-in-possession (the "Debtor") in this chapter 11 case. 2. The services to be rendered by Young Conaway in connection with this

chapter 11 case include all those services set forth in the Application of the Debtor for an Order

Authorizing the Retention and Employment of Young Conaway Stargatt & Taylor, LLP as Delaware Bankruptcy and Conflicts Counsel for the Debtor, Nunc Pro Tunc to the Petition Date
(the "Application"). 2

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. Capitalized terms used but not otherwise defmed herein shall have the meanings ascribed to such terms in the Application.
2

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3.

Compensation agreed to be paid by the Debtor to Young Conaway is to be

for legal services rendered in connection with this chapter 11 case. The Debtor has agreed to pay Young Conaway for the legal services rendered or to be rendered on the Debtor's behalf in connection with this case by Young Conaway's various attorneys and paralegals. The Debtor has also agreed to reimburse Young Conaway for its actual, necessary expenses and other charges incurred by the Firm in connection with this chapter 11 proceeding. 4. Young Conaway was retained by the Debtor pursuant to an engagement

agreement dated June 18, 2012 (the "Engagement Agreement"). Pursuant to the Engagement Agreement, on June 22,2012, Young Conaway received a retainer in the amount of$75,000.00 (the "Retainer") in connection with the planning and preparation of a chapter 11 filing and the post-petition representation of the Debtor. Of the Retainer, $73,226.08 was applied to

outstanding balances as of the Petition Date and the remainder $1,773.92 will constitute an evergreen retainer as security for post-petition services and expenses. 5. Within the year prior to the Petition Date, Young Conaway has received

no other payments or promises of payment from the Debtor on account of services rendered or to be rendered in contemplation of, or in connection with, this chapter 11 case. At all times, the Retainer exceeded the amounts due to Young Conaway on account of its prepetition fees and expenses. 6. Young Conaway intends to seek Court approval of its compensation and

reimbursement of its actual, necessary expenses and other charges incurred by the Firm in connection with this chapter 11 case upon the filing of appropriate applications for interim and final compensation and reimbursement pursuant to sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules.

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7. 8.

The filing fees in this chapter 11 case have been paid in full. Young Conaway further states that it has not shared, or agreed to share,

(a) any compensation it has received or may receive with another party or person, other than with the partners, counsel, and associates ofYoung Conaway, or (b) any compensation another person or party has received or may receive.

Dated: Wilmington, Delaware July 10,2012

YOUNG CONAWAY STARGATT & TAYLOR, LLP

Is/ Joseph M Barry

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

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EXHIBITC
Proposed Order

01:12260119.5

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Inre: Cordillera Golf Club, LLC, 1 dba The Club at Cordillera, Debtor. Chapter 11 Case No. 12-11893 (CSS)
Ref Docket No.

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF YOUNG CONAWAY STARGATT & TAYLOR, LLP AS DELAWARE BANKRUPTCY AND CONFLICTS COUNSEL FOR THE DEBTOR, NUNC PRO TUNC TO THE PETITION DATE Upon consideration of the application (the "Application") 2 of the debtor and debtor-in-possession in the above-captioned case (collectively, the "Debtor") for entry of an order, pursuant to section 327(a) of title 11 of the United States Code, 11 U.S.C. 101-1532 (the "Bankruptcy Code"), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure for the United States Bankruptcy Court for the District of Delaware (the "Local Rules"), authorizing the Debtor to retain and employ the law firm of Young Conaway Stargatt & Taylor, LLP ("Young Conaway") as its Delaware bankruptcy and conflicts counsel, nunc pro tunc to the Petition Date; and upon the Barry Declaration in support thereof; and this Court being satisfied based on the representations made in the Application and the Barry Declaration that said attorneys represent no interest adverse to 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 under
1

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Application.
2

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section 101 (14) of the Bankruptcy Code, as modified by section 1107 (b) of the Bankruptcy Code, and that their employment is necessary and in the best interests of the Debtor's estate; and due and sufficient notice of the Application having been given; and it appearing that no other or further notice need be provided; and after due deliberation and sufficient cause therefor,
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. 2.

The Application is approved. In accordance with section 327(a) of the Bankruptcy Code, the Debtor, as

debtor and debtor-in-possession, is hereby authorized to retain and employ Young Conaway as its Delaware bankruptcy and conflicts counsel in this chapter 11 case on the terms set forth in the Application, the Barry Declaration, and the Engagement Agreement, effective nunc pro tunc to the Petition Date. 3. Young Conaway shall be entitled to allowance of compensation and

reimbursement of expenses upon the filing and approval of interim and final applications pursuant to the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and such other orders as this Court may direct. 4. Young Conaway shall be entitled to hold the Retainer as security for

payment until the conclusion of this case, at which point Young Conaway shall apply the Retainer against its then unpaid fees and expenses in respect of Young Conaway's fee applications filed and approved in accordance with the applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and order of this Court.

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5.

This Court shall retain jurisdiction with respect to all matters arising from

or related to the implementation or interpretation of this Order. Dated: Wilmington, Delaware July _ _, 2012 Christopher S. Sontchi United States Bankruptcy Judge

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