UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:
CORDILLERA GOLF CLUB, LLC/ Debtor.

Chapter 11 Case No. 12-11893 (CSS)

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 20141 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Ru1es"). Committee respectfully represents as follows: BACKGROUND
1.
In support of its Application, the

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.

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

(b)

(c)

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(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; 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; 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; assist and advise the Committee as to its communications to unsecured creditors regarding significant matters in this chapter 11 case; assist as needed as conflicts counsel and handle any matters that may present a potential conflict for Munsch Hardt; represent the Committee at hearings and other proceedings; review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Committee as to their propriety; assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; 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 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.

(e)

(f)

(g)

(h)

(i)

G)

(k)

(1)

(m)

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

7.

These hourly rates are subject to periodic adjustments (typically in January or July Saul Ewing will maintain detailed

of each year) to reflect economic and other conditions.

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

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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.

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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

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: CORDILLERA GOLF CLUB, LLC/ Debtor.

Chapter 11 Case No. 12-11893 (CSS)

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.

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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 -andMUNSCH 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

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Exhibit A
' Declaration of Mark Minuti

EXHIBIT A
UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CORDILLERA GOLF CLUB, LLC/ Debtor. DECLARATION OF MARK MINUTI Chapter 11

Case No. 12-11893 (CSS)

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.

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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) (b)

Are not creditors, equity security holders, or insiders of the Debtor; Are not and were not investment bankers for any outstanding security of the Debtor;

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(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 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.

(d)

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

9.

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

economic and other conditions.

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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.

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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

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EXHIBIT 1 ENTITIES SUBJECT TO SAUL EWING'S CONFLICT SEARCH

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

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Level 3 Communications Longroad Asset Management McMaster-Carr Supply Co. Mizuno Golf Co. Nike USA, Inc. Northlight Financial Office Depot Card Plan Office Depot, Inc. Officemax Contract, Inc. Orix Corporate Capital, Inc. Orrison Distributing Ltd. Pepsi Bottling Group Perot Investments Philadelphia Insurance Co. Ping, Inc. Pitney Bowes Global Fin. Plumbing Systems, Inc. Polo Ralph Lauren Precision Small Engine Co., Inc. Principal Financial Group Purchase Power, Inc. Republic National Distributing Sage Software, Inc. Sherman & Sterling Signature Capital Southern Wine & Spirit, Inc. Staples Advantage Sun Life Financial Supreme International (Ping) Sysco Food Services of Denver Taylor Made, Inc.

TCF Equipment Finance Textron Financial Corp. The Cawley Company, Inc. The Professional Golfers Association The Rossignol Group Titleist Tmax Gear Toyota Financial Services United Parcel Service US Foodservice Inc. US Bank US Dept. ofthe Interior US Golf Association, Inc. USDA-Forest Service USPS Village Market Vision Service Plan W.W. Grainger Waste Management Waste Management of Co., Inc. Wells Fargo Financial Leasing West Coast Trends, Inc. Zee Medical Inc. ZEP Manufacturing Co. Zurich American Duane Morris LLP PriceWaterhouse a/k/a PWC Siegel, AI Womble Carlyle Sandridge & Rice, LLP Young Conaway Stargatt & Taylor, LLP

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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) to the Debtor.
ii)

Saul Ewing currently represents Centurylink in matters wholly unrelated

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 (-

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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) to the Debtor. ix) Saul Ewing currently represents Zurich American Insurance Company in Saul Ewing currently represents Centurylink in matters wholly unrelated

matters wholly unrelated to the Debtor. b)

Former Representationsi) Saul Ewing formerly represented American Express Financial in matters

unrelated to the Debtor. ii) iii) the Debtor. iv) Debtor. v) to the Debtor. vi) the Debtor. vii) Debtor. Saul Ewing formerly represented Office Depot in matters unrelated to the Saul Ewing formerly represented John Deer Credit in matters unrelated to Saul Ewing formerly represented Ford Motor Credit in matters unrelated Saul Ewing formerly represented Ecolabs m matters unrelated to the Saul Ewing formerly represented AON in matters unrelated to the Debtor. Saul Ewing formerly represented Comcast Cable in matters unrelated to

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viii) the Debtor. ix)

Saul Ewing formerly represented Textron Financial in matters unrelated to

Saul Ewing formerly represented US Bank National Association in

matters unrelated to the Debtor. x) to the Debtor. xi) Saul Ewing formerly represented Zee Medical Services m matters Saul Ewing formerly represented W.W. Grainger, Inc. in matters unrelated

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.

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:
CORDILLERA GOLF CLUB, LLC/ Debtor.

Chapter 11 Case No. 12-11893 (CSS) 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.

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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

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: CORDILLERA GOLF CLUB, LLC, Debtor. CERTIFICATE OF SERVICE
I, Mark Minuti, hereby certifY that on July 11, 2012, I caused a copy of the Application

Chapter 11 Case No. 12-11893 (CSS)

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.

Dated: July 11, 2012

2659)

222 Delaware Avenue, Suite 1200 P. 0. Box 1266 Wilmington, DE 19899 (302) 421-6898

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CORDILLERA GOLF CLUB, LLC Service List Via Hand Delivery: Michael R. Nestor, Esquire Joseph M. Barry, Esquire Donald J. Bowman, Esquire Young Conaway Stargatt & Taylor LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Mark Kenney, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Wilmington, DE 19801 Mark D. Collins, Esquire Zachary I. Shapiro, Esquire Richards, Layton & Finger, P.A. One Rodney Square 920 N. King Street Wilmington, DE 19801 Tobey M. Daluz, Esquire Joshua E. Zugarman, Esquire Ballard Spahr LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 Damien Tancredi, Esquire Cozen O'Connor, PC 1201 N. Market Street, Suite 1400 Wilmington, DE 19801 William P. Bowden, Esquire Ricardo Palacio, Esquire Ashby & Geddes, P.A. 500 Delaware avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 Matthew P. Ward, Esquire Ericka F. Johnson, Esquire Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Richard W. Riley, Esquire Duane Morris LLP 222 Delaware Avenue, Suite 1600 Wihnington, DE 19801-1659 Ellen W. Slights, Esquire United States Attorney's Office District of Delaware 1007 N. Orange Street, Suite 700 P.O. Box 2046 Wilmington, DE 19899-2046

Via Overnight Delivery: Erika L. Morabito, Esquire Brittney J. Nelson, Esquire Foley Lardner LLP 3000 K Street, N.W., Suite 600 Washington, DC 20007 Christopher Celentino, Esquire Mikel Bistrow, Esquire Dawn Messick, Esquire Foley Lardner LLP 402 W. Broadway, Suite 2100 San Diego, CA 92101 Carl A. Eklund, Esquire Ballard Spahr, LLP 1225 17th Street, Suite 2300 Denver, CO 80202

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Vincent J. Marriott, III, Esquire Sara Schindler-Williams, Esquire Ballard Spahr, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103 James J. Holman, Esquire Duane Morris LLP 30 South 17th Street Philadelphia, PA 19103 Arthur J. Abramowitz, Esquire Cozen O'Connor, PC Libertyview, Suite 300 457 Haddonfield Road Cherry Hill, NJ 08002 Brad W. Breslau, Esquire Cozen O'Connor, PC 707 17th Street, Suite 3100 Denver, CO 80202 Melissa Maxman, Esquire Ronald Wick, Esquire Cozen O'Connor, PC 1627 I Street, NW, Suite 1100 Washington, DC 20006 Harland W. Robins, Esquire Dickinson Wright PLLC 15 N. 4th Street Columbus, OH 43215 Kristi A. Katsma, Esquire Dickinson Wright PLLC 500 Woodward Avenue, Suite 4000 Detroit, MI 48226 Garry R. Appel, Esquire Appel & Lucas, P.C. 1660 17th Street, Suite 200 Denver, CO 80202

Peter A. Cal, Esquire Mark L. Fulford, Esquire Sherman & Howard L.L.C. 633 17th Street, Suite 3000 Denver, CO 80202 Michael S. Kogan, Esquire Kogan Law Firm, APC 1901 Avenue ofthe Stars, Suite 1050 Los Angeles, CA 90067 Dan White Cordillera Golf Club, LLC 97 Main Street, Suite E202 Edwards, CO 81632 Securities & Exchange Commission Central Regional Office Attn: Office of General Counsel (Bankruptcy) 1801 California Street, Suite 1500 Denver, CO 80202 Colorado Department of Revenue Attn: Bankruptcy Unit 1375 Sherman Street, Room 1375 Denver, CO 80261 Secretary of State Division of Corporations Franchise Tax John G. Townsend Building 401 Federal Street- Suite 4 P.O. Box 898 Dover, DE 19903 Secretary of Treasury 820 Silver Lake Boulevard, Suite 100 P.O. Box 7040 Dover, DE 19903

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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

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