Committee Seeks Approval to Retain Saul Ewing as Co-Counsel

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

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

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

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

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

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

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

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

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

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

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

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

Committee respectfully represents as follows:

BACKGROUND

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

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

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

Code.

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

615239.1 7/11/12

2. On or about July 6, 2012, the Committee was appointed in this case by the Office

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

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

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

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

Committee chose Saul Ewing as its co-counsel.

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

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

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

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

2014-1.

RETENTION OF SAUL EWING

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

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

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

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

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

the following services:

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

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

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

615239.1 7/11/12 2

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

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

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

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

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

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

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

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

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

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

615239.1 7/11/12
3

5. The Committee has selected Saul Ewing because the partners and associates of

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

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

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

represent it in these Chapter 11 cases.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

615239.1 7/11112 4

and other charges, mail and express mail charges, special or hand delivery charges, photocopying

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

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

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

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

the Local Rules.

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

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

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

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

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

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

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

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

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

Court or any other court.

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

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

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

Dated: July 11, 2012

Respectfully submitted,

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

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

615239.1 7/11112 6


In re: Chapter 11


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

NOTICE OF APPLICATION

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

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

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

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

I
XX-XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Snite E202, Edwards,
co 81632.

615239.1 7/11112

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

Dated: July 11, 2012 SAUL EWING LLP

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

-and-

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

Proposed Counsel for the Official Committee of
Unsecured Creditors

615239.1 7/11112 2

Exhibit A
' Declaration of Mark Minuti

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I

EXHIBIT A

In re: Chapter 11


Debtor.

DECLARATION OF MARK MINUTI

MARK MINUTI hereby declares:

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

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

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

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

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

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

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

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

2012 (the "Application").

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

of the Application.

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

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

XX-XXXI317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards,
co 81632.

615239.1 7/11112

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

Code.

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

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

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

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

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

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

its co-counsel.

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

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

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

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

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

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

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

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

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

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

associates:

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

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

615239.1 7/ll/12 2

I

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

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

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

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

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

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

and accountants, or the members of the Committee.

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

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

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

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

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

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

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

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

economic and other conditions.

615239.1 7/11112
3

10. No promises have been received by Saul Ewing nor any partner, counsel or

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

with the provisions of the Bankruptcy Code.

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

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

matters upon which Saul Ewing is to be engaged.

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

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

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

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

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

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

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

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

Debtor's chapter 11 proceeding.

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

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

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

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

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

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

connections with any ofthese entities or individuals.

615239.17/11112 4
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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

615239.1 7/11/12
5

EXHIBIT 1

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

615239.1 7/11112

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

615239.1 7/11112 2

EXHIBIT2

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

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

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

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

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

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

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

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

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

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

a) Current Representations-

i) Saul Ewing currently represents Centurylink in matters wholly unrelated

to the Debtor.

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

the Debtor.

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

unrelated to the Debtor.

iv) Saul Ewing currently represents Level 3 Communications m matters

wholly unrelated to the Debtor.

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

matters wholly unrelated to the Debtor. I
(-

615239.1 7/ll/12

vi) Saul Ewing currently represents U.S. Foodservice, Inc. in matters wholly


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

in matters wholly unrelated to the Debtor.

viii) Saul Ewing currently represents Centurylink in matters wholly unrelated

to the Debtor.

ix) Saul Ewing currently represents Zurich American Insurance Company in

matters wholly unrelated to the Debtor.

b) Former Representations-

i) Saul Ewing formerly represented American Express Financial in matters


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

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

the Debtor.

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

Debtor.

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

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

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

the Debtor.

ix) Saul Ewing formerly represented US Bank National Association in

matters unrelated to the Debtor.

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

to the Debtor.

xi) Saul Ewing formerly represented Zee Medical Services m matters


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

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

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

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

professionals in this bankruptcy case.

615239.1 7/11112 3


In re: Chapter 11


Debtor. Re: Docket No.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

XX-XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards,
co 81632.

615239.1 7/ll/12

Application having been given; and it appearing that no other notice need be given; and after due

deliberation and sufficient cause appearing therefore, it is

ORDERED that the Application is approved; and it is further

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

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

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

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

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

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

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

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

disinterested person, and it is further

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

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

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

Court.

The Honorable Christopher S. Sontchi
United States Bankruptcy Judge

Dated: _ _ _ _ _ _ _, 2012

615239.1 7/11/12 2


In re: Chapter 11

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

Debtor.

CERTIFICATE OF SERVICE

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

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

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

service list in the manner indicated therein.

SAUL EWING LLP

By:~
Mark Minuti (No. 2659)
P. 0. Box 1266 I
(302) 421-6898 I
I
Dated: July 11, 2012

615239.1 7/11/12

CORDILLERA GOLF CLUB, LLC
Service List

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

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

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

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

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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

Centralized Insolvency Section
2970 Market Street

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

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Committee Seeks Approval to Retain Saul Ewing as Co-Counsel

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