10000001209

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE

In re
Chapter 11
CORDILLERA GOLF CLUB, LLC1
dba The Club at Cordillera, Case No. 12-11893 (CSS)

Debtor. 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 AND DEBTOR IN POSSESSION FOR
AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT
OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL
TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE
The above-captioned debtor and debtor-in-possession (the "Debtor") hereby applies to

this Court (this "Application") for entry of an order ("Order"), in substantially the form attached

hereto as Exhibit "A", authorizing and approving the retention and employment of Foley &

Lardner LLP (the "Firm" or "Foley & Lardner") as general bankruptcy counsel to the Debtor in

this Chapter 11 Case, nunc pro tunc to the Petition Date (as defined below), pursuant to Section

327(a) of title 11 of the United States Code, 11 U.S.C. §§101-1532 as amended (the "Bankruptcy

Code") and 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 of the United States

Bankruptcy Court for the District of Delaware (the "Local Rules"). In support of this

Application, the Debtor relies upon the Declaration of Christopher Celentino (the "Celentino
Declaration") attached hereto as Exhibit "B". In further support of this Application, the Debtor

respectfully states:

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

4852-5095-2719.3

JURISDICTION

1. This Court has jurisdiction over this Application under 28 U.S.C. §§157 and 1334

and the Amended Standing Order of Reference from the United States District Court for the

District of Delaware, dated as of February 29, 2012. This matter is a core proceeding within the

meaning of 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with Article

III of the United States Constitution. Venue of this proceeding and this Application in this

District is proper under 28 U.S.C. §§1408 and 1409.

2. The statutory bases for the relief requested herein are Bankruptcy Code Section

327(a) and Rule 2014 of the Bankruptcy Rules and Rule 2014-1 of the Local Rules.

BACKGROUND

3. On June 26, 2012 (the "Petition Date"), the Debtor filed its voluntary petition for

relief under chapter 11 of the Bankruptcy Code (the "Chapter 11 Case"). The Debtor is operating

its business and managing its properties as a debtor-in-possession pursuant to §§ 1107(a) and

1108 of the Bankruptcy Code. No trustee or examiner has been appointed in this Chapter 11

Case.

4. A description of the Debtor's business and 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 Affidavit of Daniel L. Fitchett, Jr. in Support of Chapter 11

Petition and First Day Relief, filed on the Petition Date [Docket No. 2] (the "First Day
Affidavit").

5. The Firm was retained by the Debtor specifically for this Chapter 11 proceeding

pursuant to an engagement agreement dated June 21, 2012 (the "Engagement Agreement").

RELIEF REQUESTED

6. By this Application, the Debtor seeks entry of an order by this Court authorizing

(a) the Debtor to employ and retain the Firm as its general bankruptcy counsel with regard to the

filing and prosecution of this Chapter 11 Case effective nunc pro tunc to the Petition Date; and

(b) the Firm's continued representation, in some instances as special and/or advisory counsel in

2
4852-5095-2719.3

related matters, and other completely unrelated matters, of the Debtor, David Wilhelm, WFP

Investments, LLC and certain of their respective affiliates and/or related entities as further set

forth in the Celentino Declaration; provided, however, that the Firm will only represent the

Debtor, and not David Wilhelm or WFP Investments, LLC or any of their affiliates and/or

related entities, in this Chapter 11 Case.

BASIS FOR RELIEF REQUESTED

A. Foley & Lardner's Qualifications as General Bankruptcy Counsel

7. The Debtor seeks to retain the Firm as its general bankruptcy counsel because of

the Firm's extensive experience and knowledge in the field of debtors' and creditors' rights and

business reorganizations under chapter 11 of the Bankruptcy Code, and the extensive and top-tier

national reputation of its Resort, Hospitality and Golf Industry Team. The Club owned and

operated by the Debtor has been represented by the Foley firm for many years. Moreover, in

preparing for this Chapter 11 Case, the Firm has become even more familiar with the Debtor's

business and affairs and many of the potential legal issues which may arise in the context of this

Chapter 11 Case. Accordingly, the Debtor believes that the Firm is both well qualified and

uniquely able to represent them as bankruptcy counsel in this Chapter 11 Case in a most efficient

and timely manner. The Debtor is also seeking to retain the firm of Young Conaway Stargatt &

Taylor LLP ("Young Conaway") as local bankruptcy counsel and conflicts counsel as further set
forth in the Celentino Declaration. The Firm and Young Conaway have discussed a division of

responsibilities and will make every effort to avoid duplication of effort in these cases.

B. Payment of Fees and Expenses
8. The Firm will seek Court approval of its compensation and reimbursement of its

actual, necessary expenses and other charges incurred by the Firm 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 paraprofessionals presently designated to represent the Debtor and their current standard

hourly rates are:

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4852-5095-2719.3

a) Christopher Celentino, Partner $675

b) Mikel R. Bistrow, Partner $710

d) Erika Morabito, Partner $680

e) Kathryn M.S. Catherwood, Partner $615

f) Dawn A. Messick, Associate $440

g) Brittany Nelson, Associate $470

h) Matthew Riopelle, Associate $380

i) Caron C. Burke, Paraprofessional $225

j) Vicki L. Goldsmith, Paraprofessional $175

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. 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, photocopy and facsimile, messenger and delivery service, online research,

travel, work processing, court costs, and search and filing fees, certain telephone charges and

overnight delivery charges. 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's current

cost schedule is attached to the Celentino Declaration as Exhibit "D".

10. As set forth in the Celentino Declaration, the Firm has not shared or agreed to

share any of its compensation from the Debtor with any other person, other than as permitted by

Section 504 of the Bankruptcy Code.

C. Services to Be Provided
11. The professional services that the Firm will render to the Debtor include, but shall

not be limited to, the following:

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4852-5095-2719.3

a) to provide legal advice with respect to the Debtor's powers and duties as

Debtor-in-Possession in the continued operation of their business (utilizing

the specialty expertise of the Firm's Resort, Hospitality and Golf Industry

Team), management of their properties and sale of their assets;

b) to prepare and pursue confirmation of a plan and approval of a disclosure

statement;

c) to prepare on behalf of the Debtor necessary applications, motions,

answers, orders, reports and other legal papers;

d) to appear in Court and to protect the interests of the Debtor before this

Court;

e) to prosecute for the Debtor and defend the Debtor in litigated matters that

may arise during the case;

f) to commence and conduct any and all litigation or other action necessary

or appropriate to assert rights held by the Debtor; and

g) to perform all other legal services for the Debtor which may be necessary

and proper in this proceeding.

D. Bankruptcy Rule 2014 Disclosure

12. To the best of the Debtor's knowledge, and except as disclosed herein and in the

Celentino Declaration, the Firm has not represented the Debtor's creditors, or any other parties-

in-interest, or their respective attorneys, in any matter relating to the Debtor or the estate.

Subject to the connections disclosures set forth in the Celentino Declaration, the Firm 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) are not creditors, equity security holders, or insiders of the Debtor;

b) are not and were not, within two (2) years before the Petition Date,

directors, officers, or employees of the Debtor; and

5
4852-5095-2719.3

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, the Debtor, or for any other reason.

13. For the above reasons, the Debtor submits that the Firm's employment is

necessary and in the best interests of the Debtor and the estate.

E. The Firm's Continued Representation of the Debtor, David Wilhelm, WFP

Investments, LLC and Certain of Their Affiliates.

14. As set forth in detail in the Celentino Declaration, the Firm has in the past and is

currently representing the Debtor, David Wilhelm, WFP Investments, LLC and certain of their

respective affiliates and/or related entities in matters related to the Debtor and its golf course and

other properties, and has also represented one or more of these entities in completely unrelated

matters. The Debtor respectfully requests herein that the Court authorize the continued

representation, in some instances as special and/or advisory counsel in related matters, and other

completely unrelated matters, of the Debtor, David Wilhelm, WFP Investments, LLC and certain

of their respective affiliates and/or related entities as set forth more fully below and in the

Celentino Declaration, as the interests of those entities are aligned with Debtor related to those

representations; provided, however, that the Firm will only represent the Debtor, and not David
Wilhelm or WFP Investments, LLC or any of their affiliates and/or related entities, in this

Chapter 11 Case; and further, provided, that such persons and entities shall secure separate and

independent counsel to represent their interests in this Chapter 11 Case. Indeed, the Firm is

aware that David Wilhelm has retained James Holman of Duane Morris LLP to represent his

interests in this Chapter 11 Case.

15. The Debtor does not believe that the Firm's past, present and future representation

of the entities set forth in the Celentino Declaration will be detrimental to the concurrent

representation of certain of the same and do not believe that such representation or involvement

poses any conflict of interest or "disinterestedness" issues. Out of an abundance of caution,

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4852-5095-2719.3

however, the Firm sought and secured a waiver of any past, present and/or future conflicts of

interest from the Debtor, David Wilhelm, WFPI, the WFP Cordillera, Cordillera Golf Holdings,

CGH, Cordillera Development, LLC, Mayacama Lot 24, LLC and Patrick Wilhelm (the "Waiver

Entities") so that the Firm can represent the Debtor in this Bankruptcy Case. Pursuant to the

terms of the waiver, the Firm will not represent any of the Waiver Entities in connection with

any controversy or dispute involving the Debtor nor will the Firm represent any of the Waiver

Entities in connection with any controversy or dispute should one arise between any one or more

of the Waiver Entities in any matter. The Firm does not, nor will it, represent any of the Waiver

Entities, other than the Debtor, in the Debtor's Bankruptcy Case.

16. The bankruptcy attorneys working on this Chapter 11 Case have not worked on

any of the matters involving the Debtor (except as it may relate to the Bankruptcy Case), David

Wilhelm, WFP Investments, LLC and any of the Waiver Entities or certain of their respective

affiliates and/or related entities.

17. Mr. Wilhelm is an alleged secured creditor, with a scheduled claim of

$7,260,629.41 against the Debtor. The Firm does not represent Mr. Wilhelm in this Chapter 11

Case. Mr. Wilhelm is represented by James J. Holman at Duane Morris LLP, who is likewise

competent and highly ethical, and can and will assist Mr. Wilhelm in dealing with any creditor or

the Debtor.

18. The Debtor has reviewed and have approved of the Firm's representation

arrangements.

NOTICE
19. The Debtor will provide a copy of this Application to: (a) the Office of the United

States Trustee; (b) the United States Securities and Exchange Commission; (c) the Office of the

United States Attorney for the District of Delaware; (d) the Internal Revenue Service; (e) the

Debtor's twenty (20) largest unsecured creditors; (f) the Debtor's cash management banks, (g)

counsel to prepetition secured lenders, (h) counsel to proposed post-petition secured lender; (i)

any statutory committee appointed in these proceedings and/or any counsel so selected to

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4852-5095-2719.3

represent said committee; and G) all parties requesting notice pursuant to Bankruptcy Rule 2002.

In light of the nature ofthe reliefrequested, the Debtor submits that no further notice is required

or needed under the circumstances. A copy of the Application is available on the Court's website

(www.deb.uscourts.gov) and the website established by the Claims Agent for the Debtor's

Chapter 11 Case (www.omnimgt.com/cordilleragolfclub). Additional copies ofthe Application are

available by contacting:

Michael R. Nestor
Josenh M. Barry

l 000 N. King Street
Rodney Square
Wilmington, Delaware 1980 1
Telephone; p02) 571-6600
Facsimile: (302) 571-1253

NO PRIOR REQUEST

20. No prior application for the relief requested herein has been made to this or any

other Court.

WHEREFORE, the Debtor respectfully requests that this Court enter the Order,

substantially in the form attached hereto as Exhibit A, authorizing and approving the retention of

Foley & Lardner LLP as general bankruptcy counsel to the Debtor in this Chapter 11 Case, nunc

pro tunc to the Petition Date, pursuant to Section 327(a) the Bankruptcy Code and Rule 2014 of
the Bankruptcy Rules.

Dated: June 10,2012
Wilmington, Delaware

Daniel L. Fitchett, Jr.
Chief Executive Officer ofDebtor and
Debtor in Possession

8
4852-5095-2719.3

IN THE UNITED STATES BANKRUPTCY COURT

In re: Chapter 11

Cordillera Golf Club, LLC,1 Case No. 12-11893 (CSS)
dba The Club at Cordillera,
Hearing Date: July 27, 2012 at 1:00 p.m. (ET)
Objection Deadline: July 20, 2012 at 4:00 p.m. (ET)
Debtor.

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”) has filed the attached Application of the Debtor for an Order
Authorizing the Retention and Employment of Foley & Lardner LLP as General
Bankruptcy 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,
COURTROOM NO. 6, WILMINGTON, DELAWARE 19801.

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

01:12274699.1

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 FOLEY & LARDNER LLP
July 10, 2012 Christopher Celentino (CA No. 131688)
Mikel Bistrow (CA No. 102978)
Erika Morabito (VA No. 44369)
Admitted Pro Hac Vice
402 West Broadway, Suite 2100
San Diego, California 92101
Telephone: (619) 234-6655
Facsimile: (619) 234-3510

-and-

YOUNG CONAWAY STARGATT & TAYLOR, LLP

/s/ Donald J. Bowman, Jr. .
Michael R. Nestor (No. 3526)
Joseph M. Barry (No. 4221)
Donald J. Bowman, Jr. (No. 4383)
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

01:12274699.1
2

EXHIBIT "A"
Proposed Order

4852-5095-2719.3


In re
Chapter 11

Debtor. Ref. Docket No. ___

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF
FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE
DEBTOR NUNC PRO TUNC TO THE PETITION DATE

Upon consideration of the Application2 of the Debtor for entry of an order authorizing the

Debtor to retain and employ the law firm of Foley & Lardner LLP (the "Firm") as its general

bankruptcy counsel, pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of the

Bankruptcy Rules and Rule 2014-1 of the Local Rules; and it appearing that the relief requested

is in the best interests of the Debtor's estates, its creditors, and other parties in interest; and it

appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334;

and it appearing that this Application is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and

upon the Celentino Declaration in support thereof; and this Court being satisfied based on the

representations made in the Application and the Celentino 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 section

101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and

1
2
Capitalized terms used but not defined herein shall have the meanings ascribed to them
in the Application.

4838-4566-5551.1

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 therefore,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. The Application is GRANTED.

2. 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 the firm of Foley & Lardner

LLP as its general bankruptcy counsel on the terms set forth in the Application, the Celentino

Declaration and the Engagement Agreement, effective nunc pro tunc to the Petition Date.

3. The Firm 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 of this Court and such other orders as

this Court may direct.

4. The Debtor is authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application, the Celentino Declaration and

the Engagement Agreement.

5. The Firm's continued representation, including as special and/or advisory counsel

in the CTC Litigation and the Member Lawsuit (as defined in the Celentino Declaration) and

other unrelated matters, of the Debtor, David Wilhelm, WFP Investments, LLC and certain of

their respective affiliates and/or related entities as further set forth in the Celentino Declaration is

hereby authorized; provided, however, that the Firm will only represent the Debtor in this
Chapter 11 Case.

6. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

Dated: July
Wilmington, Delaware

CHRISTOPHER S. SONTCHI
UNITED STATES BANKRUPTCY JUDGE

2
4838-4566-5551.1

EXHIBIT "B"

Celentino Declaration

4852-5095-2719.3


In re
Chapter 11

Debtor.

DECLARATION OF CHRISTOPHER CELENTINO IN SUPPORT OF
APPLICATION OF THE DEBTOR AND DEBTOR IN POSSESSION FOR AN
ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF FOLEY
& LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE
DEBTOR NUNC PRO TUNC TO THE PETITION DATE
PURSUANT TO BANKRUPTCY CODE SECTION 329, RULES 2014 AND
2016(B) OF THE BANKRUPTCY RULES AND LOCAL RULE 2016-1
I, Christopher Celentino, declare as follows:

1. I am an attorney duly admitted to practice before this Court. See Order Granting

Motion Pro Hac Vice [Dkt. No. 27]. I am a partner of the law firm Foley & Lardner LLP

("Firm" or "FL"), proposed counsel for Debtor and Debtor-in-Possession Cordillera Golf Club,

LLC dba The Club at Cordillera (hereinafter "Applicant" or "Debtor") in the above-captioned

matter.

2. The facts stated below are personally known to me, except for those matters based
upon information and belief and as to those, I believe them to be true. If called as a witness, I

could and would competently testify to the truth of such facts.

3. The Firm was retained by the Debtor specifically for this Chapter 11 proceeding

pursuant to an engagement agreement dated June 21, 2012.

1

4852-1241-7551.5

4. The Firm is a large, prestigious international firm which has been serving United

States communities since 1842. As is common in a large firm, the Firm has represented clients

who have some connection to parties involved in the above captioned case (the "Bankruptcy

Case"). At my direction, the Firm has performed a search in its computerized conflict resolution

system for the Debtor, its creditors and other parties in interest in the Bankruptcy Case provided

to the Firm.

5. To the best of my knowledge, information and belief, neither the Firm, nor any of

its partners has any interest in the estate of this Debtor, except as otherwise set forth herein.

Similarly, to the best of my knowledge, information and belief, neither the Firm, nor any of its

partners or associates represent any interest adverse to this estate with respect to the matters for

which the Firm is to be employed and appointed, except as otherwise set forth herein.

6. I believe the Firm 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) are not creditors, equity security holders, or insiders of the Debtor;

b) are not and were not, within two (2) years before the Petition Date,

directors, officers, or employees of the Debtor; and

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, the Debtor, or for any other reason.

7. Consistent with Bankruptcy Rule 2014, I have chosen to disclose each and every

"connection" the Firm may have to such creditors or parties in interest in the Bankruptcy Case,

adopting the broadest possible definition of the word "connection." I am confident that there do

not exist any conflicts, potential conflicts or other connections between the Firm and creditors or

parties in interest that would impact the retention of the Firm under the standards for

employment of general bankruptcy counsel as set forth in Section 327(a) of title 11 of the United

States Code, as amended (the "Bankruptcy Code"). Nevertheless, set forth below is a complete,

detailed discussion and disclosure of each "connection" the Firm may have with creditors or
2
4852-1241-7551.5

parties in interest. The Firm will supplement this Declaration with any necessary disclosures of

further connections identified to creditors and other parties of interest in this Bankruptcy Case

from time to time, and as appropriate under the relevant circumstances.

8. Notwithstanding the above, and out of an abundance of caution, to assist the

Debtor in analyzing matters related to any creditor or party in interest for which a waiver

agreement is sought and not granted regarding any such creditor or party in interest, the Debtor

has retained Young Conaway Stargatt & Taylor ("Young Conway") as its local counsel in this

Bankruptcy Case; and, in that connection, to the extent necessary or appropriate in the

Bankruptcy Case, Young Conaway has agreed to also serve as "conflicts" counsel to advise the

Debtor on any matter or issue that the Firm - in the exercise of the most conservative analysis -

cannot, will not or should not otherwise so advise the Debtor or, alternatively, which can be

more efficiently handled by Young Conaway. Young Conaway has a distinguished reputation, is

among the most ethical and competent attorneys in Delaware, and can and will aggressively

represent the Debtor adverse to these creditors, or any other creditor or party in interest, in this

Bankruptcy Case if needed.

A. Connection with Debtor, David Wilhelm, WFP Investments, LLC and their

Respective Affiliates.

9. The Firm has in the past represented, and is currently representing, WFP

Cordillera, LLC, a Delaware limited liability company ("WFP Cordillera") in various matters,

including those related to the Debtor and its properties. David A. Wilhelm ("Wilhelm")

currently holds all of the membership interests in WFP Cordillera. WFP Cordillera in turn is the

holder of all of the membership interests in Cordillera Golf Holdings, LLC, a Delaware limited

liability company ("Cordillera Golf Holdings"). There are certain individuals and entities

(including Wilhelm), who may hold economic interests in Cordillera Golf Holdings, but who do

not hold membership interests. Cordillera Golf Holdings in turn holds all of the membership

interests in the Debtor. WFP Cordillera is also a guarantor under the Alpine Bank Loan and the

Rush/Cordillera Loan described below and, as is customary in such multi-party transactions, the

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4852-1241-7551.5

Firm served as special counsel only to WFP Cordillera (for purposes of issuing the closing

opinion) in connection with those loan transactions.

10. The Firm has in the past represented, and in certain cases is currently

representing, Cordillera Golf Holdings in matters related to the Debtor and its properties.

Cordillera Golf Holdings is also a guarantor under the Alpine Bank Loan and the

Rush/Cordillera Loan described below and, as is customary in such multi-party transactions, the

Firm served as special counsel only to Cordillera Golf Holdings (for purposes of issuing the

closing opinion) in connection with those loan transactions.

11. Additionally, the Firm has in the past, and in some cases is currently, representing

other entities affiliated with WFP Cordillera, including, without limitation, the Debtor and CGH

Manager, LLC, a Delaware limited liability company ("CGH") in matters relating to the Debtor

and its properties as well as unrelated matters (WFP Cordillera, Cordillera Golf Holdings, CGH

and all other entities affiliated with the Debtor shall be referred to herein as the "Debtor

Affiliated Entities"). CGH is the non-member Manager of WFP Cordillera, Cordillera Golf

Holdings and the Debtor. CGH does not conduct any separate business activities.

12. The Firm has in the past represented, and is currently representing, Wilhelm and

WFP Investments, LLC ("WFPI"), and their respective affiliates (collectively, the "Wilhelm

Affiliated Entities"), in connection with various matters, both related and unrelated to the Debtor

and its properties, including matters relating to the Mayacama Golf Club, located in Sonoma,

California, Roaring Fork Club, located in Basalt, Colorado, Chileno Bay, located in Cabo San

Lucas, Mexico, and Starkdale Farms, located in Duchess, New York, as well as other projects

and matters. Neither WFPI nor any of the Wilhelm Affiliated Entities have any ownership

interest in the Debtor. However, WFPI and Wilhelm are guarantors under the Alpine Bank

Loan and the Rush/Cordillera Loan described below. At the request of the Debtor, as is

customary in such multi-party transactions, the Firm served as special counsel only to WFPI and

Wilhelm (for purposes of issuing the closing opinion), in connection with those loan

transactions.

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4852-1241-7551.5

13. The Firm has in the past represented, and is currently representing, the Debtor in

connection with the Debtor's Alpine Bank Loan, in the original principal sum of approximately

$13.7M, secured by certain of the Debtor's assets and properties (the "Alpine Bank Loan"). The

Alpine Bank Loan is guaranteed by Wilhelm, WFPI and certain of the Debtor Affiliated Entities.


connection with Wilhelm's loan to the Debtor, in the original principal sum of approximately

$7.75M, secured by certain of the Debtor’s assets and properties ("Wilhelm/Cordillera Loan").

The Firm is not representing Wilhelm in connection with the Wilhelm/Cordillera Loan. In this

regard, Wilhelm has retained separate legal counsel to represent him in connection with the

Wilhelm/Cordillera Loan.


connection with Dr. Jeffrey Rush's loan to Wilhelm, in the original principal sum of

approximately $3.75M ("Rush/Cordillera Loan"). The Debtor, certain of the Debtor Affiliated

Entities, WFPI and Wilhelm are all guarantors of the Rush/Cordillera Loan. The Debtor

Affiliated Entities, WFPI and Wilhelm have all retained separate legal counsel to represent them

in connection with the Rush/Cordillera Loan. Furthermore, Dr. Jeffrey Rush has retained

separate legal counsel to represent him in connection with the Rush/Cordillera Loan.

16. The Firm appears to have in the past, and/or appears to be currently representing

one or more other affiliated entities, including Cordillera Development, LLC; Mayacama Lot 24,

LLC; CVC GP, LLC; Valley Golf, LLC; Cordillera Valley Club Investors, LP; Cordillera F&B,

LLC; Summit Food And Beverage, LLC; Mountain F&B, LLC; and CVC Management, LLC;

CL Wind Rose Holdings, LLC; 32 Winds LLC; Roaring Fork Mountain Lodge – Aspen, LLC;

Roaring Fork Mountain Lodge – Snowmass, LLC; Wind Rose Dutchess, LLC; Wind Rose

Snowmass Building 11, LLC; Mayacama Golf Club, LLC; Maycama Investments, LLC; Roaring

Fork Club, LLC; CLA Mayacama Holdings, LLC; Mayacama Holdings, LLC; Cordillera

Mayacama Investors LLC; Cordillera Summit Golf, Inc.; Cordillera Club Properties LLC; and

Cordillera Valley Club Investors Limited in connection with various matters relating to the

matters described above and/or as well as other projects or matters. Some of these entities are
5
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now dissolved. Specifically: (a) Cordillera Development, LLC was formed to undertake certain

of the development activities at Cordillera; (b) Cordillera Development LLC has not in the past,

and is not currently, involved in any business activities; and (c) CVC GP LLC, Valley Golf,

LLC, Cordillera Valley Club Investors, LP, Cordillera F&B, LLC, Summit Food and Beverage,

LLC; Mountain F&B, LLC; and CVC Management, LLC; Cordillera Summit Golf, Inc.;

Cordillera Club Properties LLC; and Cordillera Valley Club Investors Limited, were all formed

previously in connection with the prior ownership, or in connection with the acquisition, of the

Cordillera Golf Club – none of these entities are currently active and have all been dissolved, or

will be dissolved in the near future; and (d) Mayacama Lot 24, LLC, CL Wind Rose Holdings,

LLC; 32 Winds LLC; Roaring Fork Mountain Lodge – Aspen, LLC; Roaring Fork Mountain

Lodge – Snowmass, LLC; Wind Rose Dutchess, LLC; Wind Rose Snowmass Building 11, LLC;

Mayacama Golf Club, LLC; Maycama Investments, LLC; Roaring Fork Club, LLC; CLA

Mayacama Holdings, LLC; Mayacama Holdings, LLC; Cordillera Mayacama Investors LLC, are

all entities that were formed in connection with other projects unrelated to the Debtor and have

no involvement with respect to the Debtor, other than in connection with the Premier/Charter

Membership Program described below.

17. The Debtor previously offered and sold certain Premier and Charter

Memberships. These memberships entitle the holder, and certain designated family members, to

have access to and to play golf at other private clubs owned or controlled by Wilhelm including,

Mayacama Golf Club, Sonoma, California and Roaring Fork Club, Basalt, Colorado (Wilhelm

no longer owns or controls Roaring Fork Club) ("Premier/Charter Membership Program").

18. The Firm has in the past and is currently serving as advisory counsel to WFP

Cordillera, Cordillera Golf Holdings, the Debtor and Wilhelm in connection with the prosecution

of the pending litigation against the Cordillera Transition Corporation Inc., et. al. (the "CTC

Litigation"). The Firm is serving as advisory counsel only and is not currently named as

attorneys of record in the CTC Litigation, and anticipates remaining in an advisory capacity role

as the outcome of that case may be relevant to the Chapter 11 proceeding.

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4852-1241-7551.5

19. On May 24, 2011, the Debtor filed the CTC Litigation complaint in the District

Court for Eagle County, Colorado. As set forth in further detail in the Affidavit of Daniel L.

Fitchett, Jr., in Support of Chapter 11 Petition and First Day Relief, filed on June 26, 2012

[Docket No. 2] (the "First Day Affidavit"), and incorporated herein by reference, the Debtor's

case turns upon a series of actions taken by a sub-group of Club (defined below) members in

furtherance of an apparent strategy to discredit the Debtor, incite Club member resignations,

damage the Debtor financially and reputationally, and ultimately seize ownership of the Club at a

substantially discounted valuation. See First Day Affidavit at Paragraph 35.

20. The CTC Litigation complaint asserts seven causes of action for (1) Tortious

Interference with Contract; (2) Tortious Interference with Prospective Business Advantage; (3)

Colorado Organized Crime Control Act; (4) Fraud; (5) Fraud in the Inducement; (6) Civil

Conspiracy/Collusion; and (7) Defamation. The parties presently are in midst of discovery.

Written discovery has been exchanged by all parties with approximately 145,000 pages of

documents produced in the case. The first series of depositions is scheduled to commence the

week of July 9, 2012 with additional depositions in the process of being scheduled. A three

week jury trial is set for April 1-19, 2013. Id. at Paragraph 36.

21. Later in June 2011, in response to the CTC Litigation, a class action suit was filed

against the Debtor and WFP Cordillera, Cordillera Golf Holdings, Wilhelm, WFPI, Patrick

Wilhelm, Cordillera F & B, LLC and CGH for breach of contract, alleging that management was

required to open all facilities. Foley, et. al. v. Cordillera Golf Club LLC, 2011 CV 552 filed in
Eagle County District Court, Colorado ("Member Lawsuit").2 Id. at Paragraph 37. Class

Plaintiffs seek return of all 2011 membership dues paid as well as an expedited refund of their

membership deposits. Id.

22. On May 4, 2012, the Debtor filed a motion to dismiss the securities claims that

were added by way of third amended complaint. Two other defendants filed a separate motion to

2
A named Plaintiff, Foley, has no relation to the Debtor's proposed counsel, Foley &
Lardner LLP.

7
4852-1241-7551.5

dismiss for failure to state facts upon which relief may be granted. A decision on both motions is

pending. Id. at Paragraph 38.

23. The Firm has in the past, and is currently serving as special counsel to WFP

Cordillera, Cordillera Golf Holdings, the Debtor, Wilhelm, WFPI, Patrick Wilhelm, Cordillera F

& B, LLC and CGH in connection with the defense the Member Lawsuit. Gordon & Rees is the

primary counsel in the Members Lawsuit (the insurance carrier, Zurich, designated Gordon and

Rees to handle the defense of the matter) and the Firm is only acting as special counsel. The

Firm is accepting partial payment from Zurich in partial satisfaction for services incurred on the

Defendants behalf regarding the Member Lawsuit. The Firm represents Aon Corporation against

Zurich in another matter. The Firm sought and secured an advance waiver of future conflicts

from the Defendants ("Advance Waiver"). Pursuant to the terms of the Advance Waiver, the

Firm will not represent any of the Defendants if any one of the Defendants disagree on an issue –

even if such disagreement does not rise to the level of a true conflict – and the Defendants are

not able to resolve such issue.

24. The Patrick D. Wilhelm Trust U/T/A April 5, 1996, appears to have been and

currently is affiliated with the Firm's representation of certain entities set forth above in one or

more matters. The Firm represents Patrick D. Wilhelm only as a nominal defendant in the

Member Lawsuit. The Firm does not and has not represented the foregoing trust in any matter.

25. As set forth in the Application, the Debtor seeks authorization for the Firm's

continued representation of the Debtor, David Wilhelm, WFP Investments, LLC and their

respective affiliates and/or related entities set forth above in the above matters including the CTC

Litigation and the Member Lawsuit; provided, however, that the Firm will only represent the
Debtor, and not David Wilhelm or WFP Investments, LLC or any of their affiliates and/or

related entities, in this Bankruptcy Case. Indeed, pursuant to the Advance Waiver referred to in

Paragraph 23 above, the Firm will withdraw from the representation of such entities in the

Member Lawsuit in the event of a conflict or controversy.

26. Van A. Tengberg, a partner in the Firm, is an Independent Manager of WFPI.

There are six Family Managers and three Independent Managers of WFPI. While the Firm does
8
4852-1241-7551.5

not believe this relationship has any effect on the within representation, Mr. Tengberg has

indicated a willingness to resign from such representation out of an abundance of caution should

the Court deem necessary or appropriate while the Bankruptcy Case is pending. Mr. Tengberg

does not have a membership or other economic interest in WFPI, Debtor, any of the WFPI

Affiliated Entities or any of the Debtor Affiliated Entities.

27. James Clark, a partner in the Firm, and/or his wife, is a member of the Cordillera

Golf Club, the club owned and operated by the Debtor (the "Club"). Mr. Clark has consented to

the Firm's representation of the Debtor herein.

28. The Firm is not a creditor of the Debtor and, likewise, the Debtor does not owe

any payments to the Firm for services rendered by the Firm. WFPI, Wilhelm, one or more of the

other WFPI Affiliated Entities and/or one or more of the Debtor Affiliated Entities set forth

above may owe payment for services rendered by the Firm, both prior to and after the petition

date.

29. The Firm does not believe that the Firm's past, present and future representation

of the entities set forth above will be detrimental to the concurrent representation of certain of the

same and does not believe the foregoing representation or involvement poses any conflict of

interest or "disinterestedness" issues; indeed, the Firm believes, because of its long-standing

relationship with the Debtor and its affiliates, the Firm is in a unique position to provide the most

valuable services to the Debtor. Out of an abundance of caution, however, the Firm sought and

secured a waiver of any past, present and/or future conflicts of interest from the Debtor, David

Wilhelm, WFPI, WFP Cordillera, Cordillera Golf Holdings, CGH, Cordillera Development,

LLC, Mayacama Lot 24, LLC and Patrick Wilhelm (the "Waiver Entities") so that the Firm can

represent the Debtor in this Bankruptcy Case. Pursuant to the terms of the waiver, the Firm will

not represent any of the Waiver Entities in connection with any controversy or dispute involving

the Debtor nor will the Firm represent any of the Waiver Entities in connection with any

controversy or dispute should one arise between any one or more of the Waiver Entities in any

matter. The Firm does not, nor will it, represent any of the Waiver Entities, other than the

Debtor, in the Debtor's Bankruptcy Case.
9
4852-1241-7551.5

30. The attorneys working on this Bankruptcy Case have not worked on any of the

matters involving the Debtor (except as it may relate to the Bankruptcy Case), David Wilhelm,

WFP Investments, LLC and certain of their respective affiliates and/or related entities.

B. Connections with Creditors and Parties in Interest.

(i) Connection with Current Active Client for Which a Conflict Waiver

Letter Has Been Obtained, or May be Sought.

a. David A. Wilhelm ("Wilhelm").

31. Wilhelm currently holds all of the membership interests in WFP Cordillera. WFP

Cordillera in turn is the holder of all of the membership interests in Cordillera Golf Holdings.

There are certain individuals and entities (including Wilhelm), who may hold economic interests

in Cordillera Golf Holdings, but who do not hold membership interests. Cordillera Golf

Holdings in turn holds all of the membership interests in the Debtor. Wilhelm is the sole

manager and Chief Executed Officer and President of CGH which is the sole manager of the

Debtor. Wilhelm is also Chairman of the Debtor.

32. The Firm has in the past represented, and is currently representing, Wilhelm as set

forth above. The Firm does not represent Wilhelm in this Bankruptcy Case. Wilhelm is an

alleged secured creditor with a scheduled claim of $7,260,629.41. For bankruptcy purposes, we

believe that this representation does not post any disinterested issue. Out of an abundance of

caution, however, the Firm has sought and secured waiver of any past, present and/or future

conflicts of interest from Wilhelm so that the Firm can represent the Debtor in this Bankruptcy

Case. Pursuant to the terms of the waiver, the Firm will not represent any of the Waiver Entities,

including Wilhelm, in connection with any controversy or dispute involving the Debtor nor will

the Firm represent any of the Waiver Entities, including Wilhelm, in connection with any

controversy or dispute should one arise between any one or more of the Waiver Entities in any

matter. The Firm does not, nor will it, represent Wilhelm in the Debtor's Bankruptcy Case.

33. Finally, Wilhelm, is represented by James J. Holman at Duane Morris LLP, who

is likewise competent and highly ethical, and can and will assist Wilhelm in dealing with any

creditor or the Debtor. I submit that this degree of separation of the Firm from Wilhelm is more
10
4852-1241-7551.5

than sufficient for these circumstances. The Debtor has reviewed and have approved of these

arrangements.

b. Wells Fargo Financial Leasing ("WFFL").

34. WFFL is an alleged secured creditor with an aggregate scheduled claim of

$24,891.15 against the Debtor. This amount is not material to either WFFL, and/or its affiliates,

or the Firm. The Firm does not currently represent WFFL in any matter. There is no conflict or

disinterestedness issues; nevertheless, because Rules 2014 requests "connections," this

connections is disclosed herein.

35. The Firm currently represents certain affiliates of WFFL including Wells Fargo

and Wells Fargo Bank, N.A. The Firm, however, does not represent WFFL or any of its

affiliates in any matter related to the Debtor in this Bankruptcy Case. The Firm appears to

represent an affiliate of WFFL (Wells Fargo Bank, National Association) in one or more non-

bankruptcy matters where it appears that (1) one or more affiliates of Home Depot Credit

(CitiFinancial, Inc. and Citigroup Global Capital Markets Inc.) are otherwise involved in one or

more of such matters; (2) an affiliate of US Bank (U.S. Bank, N.A.) is a co-client in one or more

of such matters; (3) an affiliate of US Bank (U.S. Bank, N.A.) is affiliated with Wells Fargo

Bank, N.A. in one or more of such matters; (4) an affiliate of US Bank (U.S. Bank, N.A.) is

otherwise involved in one or more of such matters; (5) an affiliate of US Bank (US Bank

National Association, as trustee for Citigroup Mortgage Loan Trust 2007-WFHE1, Asset-

Backed-Pass-Through Certificates, Series 2007-WFHE1) is otherwise involved in one or more of

such matters.

36. The Firm appears to represent an affiliate of WFFL (Wells Fargo Securities, LLC)

in a non-bankruptcy matter where it appears an affiliate of US Bank (US Bancorp) is affiliated

with Wells Fargo Securities, LLC in such matter.

37. For conflict of interest purposes, we believe that this representation does not pose

any conflict of interest. Out of an abundance of caution, however, the Firm may seek a waiver of

any potential conflict of interest from one or more of WFFL's affiliates, so that the Firm can

represent the Debtor in this Bankruptcy Case. It is believed that the affiliates of WFFL will
11
4852-1241-7551.5

execute the waiver as presented. At this time, it is not expected that the Firm has grounds to, or

will be asked to, object to the claim of WFFL, so any conflict is a potential conflict, at best. The

Firm will file a supplemental declaration with the Court advising that the executed waiver letter,

if necessary, has been received. Nevertheless, to assist the Debtor in analyzing matters related to

any creditor or party in interest for which a waiver agreement is sought and not granted,

including the potential issues with Wells Fargo and/or Wells Fargo Bank, N.A., the Debtor has

retained Young Conway as its conflicts counsel to advise the Debtor on any matter or issue that

Firm - in the exercise of the most conservative analysis - cannot, will not or should not otherwise

so advise the Debtor or, alternatively, which can be more efficiently handled by Young

Conaway.

c. Steven and June Smith.

38. Steven and June Smith are members of the Club operated and owned by the

Debtor. The Firm may currently represent, and may have represented, Mr. Smith and possibly

Mrs. Smith in one or more active matters. The Firm does not represent Mr. or Mrs. Smith in any

matter related to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. Smith are

alleged unsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00

against the Debtor. This amount is not material to either Mr. or Mrs. Smith or the Firm.


any conflict of interest. Out of an abundance of caution, however, the Firm will not seek a

waiver of any potential conflict of interest from Mr. and/or Mrs. Smith relative to this

Bankruptcy Case. Nevertheless, to assist the Debtor in analyzing matters related to any potential

issues with Mr. and/or Mrs. Smith, if any, the Debtor has retained Young Conaway as its

conflicts counsel to advise the Debtor on any matter or issue that Firm - in the exercise of the

most conservative analysis - cannot, will not or should not otherwise so advise the Debtor or,

alternatively, which can be more efficiently handled by Young Conaway.

d. Todd Alley.
40. Todd Alley is a member of the Club operated and owned by the Debtor. The

Firm appears to currently represent, and may have represented, Mr. Alley in one or more active
12
4852-1241-7551.5

matters. The Firm does not represent Mr. Alley in any matter related to the Debtor or other

parties in this Bankruptcy Case. Mr. Alley and Mrs. Alley are alleged unsecured creditors with

an aggregate scheduled disputed unsecured claim of $0.00. This amount is not material to either

Mr. Alley or Mrs. Alley or the Firm.



waiver of any potential conflict of interest from Mr. Alley and/or Mrs. Alley relative to this


issues with Mr. Alley and/or Mrs. Alley, if any, the Debtor has retained Young Conaway as its




e. Jack and Nancy Suarez.

42. Jack and Nancy Suarez are members of the Club operated and owned by the

Debtor. The Firm may currently represent, and may have represented, Mr. Suarez and/or Mrs.

Suarez in one or more active matters. The Firm does not represent Mr. or Mrs. Suarez in any

matter related to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. Suarez are

alleged unsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00

against the Debtor. This amount is not material to either Mr. or Mrs. Suarez or the Firm.

43. The Firm represents or represented one or more parties, in one or more non-

bankruptcy matters, that appear to be affiliated with Mr. and/or Mrs. Suarez in one or more

matters unrelated to the Debtor, this estate or other parties in this Bankruptcy Case. The Firm

represented a party that appears to be adverse to Mr. Suarez in a non-bankruptcy matter unrelated

to the Debtor, this estate or other parties in this Bankruptcy Case. The Firm represented a party

that appears to be adverse to Mrs. Suarez in a bankruptcy matter unrelated to the Debtor, this

estate or other parties in this Bankruptcy Case.


13
4852-1241-7551.5

waiver of any potential conflict of interest from Mr. and/or Mrs. Suarez relative to this


issues with Mr. and/or Mrs. Suarez, if any, the Debtor has retained Young Conaway as its




f. Mike White and Cathy White.

45. Mike and Cathy White are members of the Club operated and owned by the

Debtor. The Firm appears to currently represent, and may have represented, Mr. and Mrs. White

in one or more active matters. The Firm does not represent Mr. or Mrs. White in any matter

related to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. White are alleged

unsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00 against the

Debtor. This amount is not material to either Mr. or Mrs. White or the Firm.

46. The Firm represents a party, in a non-bankruptcy matter, that appears to be

affiliated with Mr. and Mrs. White in a matter unrelated to the Debtor, this estate or other parties

in this Bankruptcy Case. Mr. White further appears to be a other involved party in a matter

unrelated to the Debtor, this estate or other parties in this Bankruptcy Case.



waiver of any potential conflict of interest from Mr. White and/or Mrs. White relative to this


issues with Mr. White and/or Mrs. White, if any, the Debtor has retained Young Conaway as its




(ii) Connection with Current Client, No Waiver Necessary.
48. Because of its size and its tenure in this community, it is inevitable that one or

more creditors or parties in interest are clients of the Firm. No creditor in this case has retained
14
4852-1241-7551.5

the Firm, or is a Firm client, in this matter adverse to the Debtor. Each of the creditors or parties

in interest set forth below and as set forth on Exhibit "A" in the column titled "Client" attached

hereto and/or one or more of such creditors' and/or party in interest affiliates (collectively, the

"Current Clients"), as such affiliates were identified through the conflicts search described

above, appear to be clients of the Firm in one or more matters unrelated to the Debtor, this

Bankruptcy Case or any other party in interest in this case unless otherwise set forth herein. This

Firm may, from time to time, accept new cases from the Current Clients. The scheduled amount

of each claim of the Current Clients against the Debtor in this Bankruptcy Case are not material

to either the Current Client or the Firm.

49. For conflicts of interest purposes, we believe these representations do not pose

any conflict of interest. However, the Firm shall neither take any action directly adverse to the

Current Clients on behalf of the estate absent an executed written conflict waiver and subsequent

disclosure to this Court and parties in interest. If a waiver agreement is sought and not granted

from any of such Current Clients the Debtor has retained Young Conaway as its conflicts

counsel to advise the Debtor on any matter or issue that the Firm - in the exercise of the most

conservative analysis - cannot, will not or should not otherwise so advise the Debtor or,

alternatively, which can be more efficiently handled by Young Conaway. In no circumstances

will the Firm represent these Current Clients adverse to the Debtor.

a. U.S. Bank.
50. The Firm appears to represent U.S. Bank and/or one or more of its affiliates in

one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to

the disclosures on Exhibit "A" attached hereto, the Firm appears to represent an affiliate of U.S.

Bank (US Bancorp) in one or more non-bankruptcy matters where it appears that (1) American

Express is adverse in one or more of such matters; (2) an affiliate of Ford Motor Credit (Ford

Motor Company) is adverse in one or more of such matters; (3) an affiliate of Home Depot

Credit (Citibank, N.A.) is otherwise involved in one or more of such matters; and (4) an affiliate

of Toyota Financial Services (Toyota Motor Credit Corporation) is otherwise involved in one or

more of such matters.
15
4852-1241-7551.5

b. Aon Risk Services.

51. The Firm appears to represent Aon Risk Services and/or one or more of its

affiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In

addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to represent Aon

Risk Services and/or one or more of its affiliates in one or more non-bankruptcy matters where it

appears that (1) Zurich American and/or one or more of its affiliates is adverse in one or more of

such matters; (2) Zurich American and/or one or more of its affiliates is otherwise involved in

one or more of such matters; (3) an affiliate of AT&T Mobility (AT&T) is otherwise involved in

one or more such matters; and (4) Greenberg Traurig LLP is adverse in one or more of such

matters.

c. Textron Financial Corporation.

52. The Firm represents Textron Financial Corporation and/or one or more of its

affiliates in or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In

addition to the disclosures on Exhibit "A" attached hereto, the Firm represents Textron Financial

Corporation and/or one or more of its affiliates in a non-bankruptcy matter where it appears that

an affiliate of Callaway Golf (Callaway Golf Club LLC) is adverse to Textron Financial

Corporation in such matter.

d. Home Depot Credit.
53. The Firm appears to represent one or more of affiliates of Home Depot Credit in


the disclosures on Exhibit "A" attached hereto, the Firm appears to represent (1) an affiliate of

Home Depot Credit (Citigroup Global Markets, Inc.) in one or more non-bankruptcy matters

where it appears that an affiliate of US Bank (U.S. Bank National Assoc., as trustee) is adverse

in one or more of such matters; and (2) an affiliate of Home Depot Credit (Citigroup Global

Markets, Inc.) in one or more non-bankruptcy matters where it appears that an affiliate of US

Bank (U.S. Bank National Association) is adverse in one or more of such matters.

16
4852-1241-7551.5

e. CenturyLink.

54. The Firm appears to represent CenturyLink and/or one or more of its affiliates in


the disclosures on Exhibit "A" attached hereto, the Firm appears to represent an affiliate of

CenturyLink (CenturyTel, Inc.) in a non-bankruptcy matter where it appears that Level 3

Communications LLC is otherwise involved in such matter.

(iii) Connection with Former Client.

55. Each of the creditors or parties in interest set forth below and as set forth on

Exhibit "A" in the column titled "Former Client" attached hereto and/or one or more of such

creditors' or party in interest affiliates (collectively, the "Former Clients"), as such affiliates were

identified through the conflicts search described above, appear to be former clients of the Firm in

one or more matters unrelated to the Debtor, this Bankruptcy Case or any other party in interest

in this Bankruptcy Case unless otherwise set forth herein. The Firm is not currently engaged in

any active matter for the Former Clients unless otherwise set forth herein or on Exhibit "A".

The Firm does not possess any material or confidential information that prevents the Firm from

being directly adverse to the Former Clients in this Bankruptcy Case. Except as set forth herein,

the Firm has never represented, and will not represent, any of the Former Clients in any manner

related to the Debtor or the estate in this Bankruptcy Case.

56. For conflicts of interest purposes, we believe that these former representations do

not pose any conflict of interest. The Firm believes no waiver of any potential conflict of interest

from the Former Clients is required. The Firm may, from lime to time, take on new matters for

the Former Clients unrelated to the Debtor or the estate. If at any point such a waiver is

necessary, it is believed that the Former Clients would execute any waiver as presented. If a

waiver agreement is sought and not granted from any of such Current Clients the Debtor has

retained Young Conaway as its conflicts counsel to advise the Debtor on any matter or issue that

the Firm - in the exercise of the most conservative analysis - cannot, will not or should not

otherwise so advise the Debtor or, alternatively, which can be more efficiently handled by Young

Conaway. The Firm will supplement this declaration if, at any time, it appears a potential or an
17
4852-1241-7551.5

actual conflict may arise. None of these matters raise any conflict or disinterestedness issues;

nevertheless, because Rule 2014 requests "connections," these are disclosed herein.

a. Wells Fargo Financial Leasing ("WFFL").

57. The Firm currently represents certain affiliates of WFFL including Wells Fargo

and Wells Fargo Bank, N.A. The Firm, however, does not represent WFFL or any of its

affiliates in any matter related to the Debtor in this Bankruptcy Case. In addition to the

disclosures on Exhibit "A", the Firm appears to have represented an affiliate of WFFL (Wells

Fargo) in one or more non-bankruptcy matters where it appears (1) an affiliate of the

Professional Golfers Association (Professional Golf Association) is otherwise involved in one or

more of such matters; and (2) an of Dish Network Inc. (Blockbuster) is otherwise involved in

one or more of such matters.

b. OfficeMax Contract, Inc.

58. The Firm appears to have represented OfficeMax Contract, Inc. and/or one or

more of its affiliates in one or more matters unrelated to the Debtor, the estate and this

Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears

to have represented an affiliate of OfficeMax Contract, Inc. (OfficeMax, Inc.) in one or more

non-bankruptcy matters where it appears an affiliate of Dell Commercial Credit (Dell Computer

Company) was otherwise involved in one or more of such matter.

c. Toyota Financial Services.
59. The Firm appears to have represented Toyota Financial Services and/or one or



to have represented an affiliate of Toyota Financial Services (Toyota Motor Engineering &

Manufacturing North America, Inc.) in one or more non-bankruptcy matters where it appears (1)

an affiliate of Delaware, State of (University of Delaware) is adverse in one or more such

matters; and (2) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse in one or

more such matters.

18
4852-1241-7551.5

d. Airgas-Intermountain.

60. The Firm appears to have represented one or more affiliates of Airgas-

Intermountain in one or more matters unrelated to the Debtor, the estate and this Bankruptcy

Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have

represented an affiliate of Airgas-Intermountain (Airgas, Inc.) in one or more non-bankruptcy

matters where it appears (1) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse

in one or more such matters; and (2) an affiliate of John Deere Credit (John Deere Company) is

adverse in one or more such matters.

e. U.S. Bank.

61. The Firm appears to have represented U.S. Bank and/or one or more of its


addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented

an affiliate of U.S. Bank (US Bancorp) in one or more non-bankruptcy matters where it appears

that (1) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse in one or more of

such matters; (2) an affiliate of Pepsi Bottling Group (Pepsi Cola Bottling Co.) is adverse in one

or more of such matters; (3) an affiliate of Principal Financial Group (Principal Life Insurance

Company) is otherwise involved in one or more of such matters; and (4) an affiliate of Orix

Corporate Capital, Inc. (Orix Financial Services, Inc.) is otherwise involved in one or more of

such matters.

f. Ford Motor Credit.
62. The Firm represented Ford Motor Credit and/or one or more of its affiliates in one

or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the

disclosures on Exhibit "A" attached hereto, the Firm appears to have represented an affiliate of

Ford Motor Credit (Ford Motor Company) in one or more non-bankruptcy matters where an

affiliate of John Deere Credit (Deere & Company) is otherwise involved in one or more of such

matters. These matters are unrelated to the Debtor, the estate and this Bankruptcy Case.

19
4852-1241-7551.5

g. Home Depot Credit.

63. The Firm appears to have represented one or more of its affiliates of Home Depot

Credit in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In


(1) an affiliate of Home Depot Credit (Citibank, N.A.) in one or more non-bankruptcy matters

where it appears that Shearman & Sterling is otherwise involved in one or more of such matters;

(2) an affiliate of Home Depot Credit (Citicorp Services, Inc.) in one or more non-bankruptcy

matters where it appears that Shearman & Sterling is otherwise involved in one or more of such

matters; (3) an affiliate of Home Depot Credit (Citibank) in one or more non-bankruptcy matters

where it appears that Shearman & Sterling is otherwise involved in one or more of such matters;

and (4) an affiliate of Home Depot Credit (Citigroup Global Markets, Inc.) in one or more non-

bankruptcy matters where it appears that an affiliate of US Bank (U.S. Bancorp Piper Jaffray

Inc.) is a co-client and/or otherwise affiliated in the matter(s) with Citigroup Global Markets,

Inc. in one or more of such matters.

h. Orix Corporate Capital, Inc.

64. The Firm appears to have represented Orix Corporate Capital, Inc. and/or one or



to have represented an affiliate of Orix Corporate Capital, Inc. (Orix Real Estate Capital, Inc.) in

one or more non-bankruptcy matters where it appears (1) an affiliate of Federal Express, Inc.

(Kinkos) is adverse in one or more of such matters; and (2) an affiliate of Office Depot Card Plan

(Office Depot, Inc.) is adverse in one or more of such matters.

i. DirecTV.
65. The Firm appears to have represented DirecTV and/or one or more of its affiliates

in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition

to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented DirecTV

in one or more non-bankruptcy matters where it appears an affiliate of the Pepsi Bottling Group

(Pepsi) is adverse in one or more of such matters.
20
4852-1241-7551.5

j. Aon Risk Services.

66. The Firm appears to have represented Aon Risk Services and/or one or more of its



Aon Risk Services and/or one or more of its affiliates in one or more non-bankruptcy matters

where it appears Zurich American and/or one or more of its affiliates is otherwise involved in

one or more of such matters.

k. TCF Financial Corporation.

67. The Firm appears to represent TCF Equipment Finance and/or one or more of its



TCF Equipment Finance and/or one or more of its affiliates in one or more non-bankruptcy

matters where it appears Zurich American and/or one or more of its affiliates is otherwise

involved in one or more of such matters.

(iv) Connections in Other Bankruptcy Cases.

68. The Firm has a long history of representing trustees, debtors and official creditor's

committees ("OCC") in bankruptcy cases. Because of the nature of the bankruptcy business

community, it is common for the same party to appear as a creditor of more than one debtor. The

creditors or parties in interest set forth on Exhibit "A" in the column titled "Adverse in

Bankruptcy Cases" attached hereto and/or one or more of such creditors' or party in interest

affiliates, as such affiliates were identified through the conflicts search described above, appear,

at one time or another, to have surfaced as creditors (or as otherwise adverse) in one or more

matters in which the Firm represented and/or currently represents a trustee, a debtor or OCC, and

in which the Firm's representation would have been or is technically adverse to such parties. The

scheduled claim against the Debtor of such creditors or parties in interest is immaterial to such

parties and the Firm. None of these matters are related to the Debtor, the estate or other parties

in this Bankruptcy Case unless otherwise set forth herein. None of these matters raise any

21
4852-1241-7551.5

conflict or disinterestedness issues; nevertheless, because Rule 2014 requests "connections,"

these are disclosed herein.

C. Adverse Representation in Non-Bankruptcy Cases.

69. The Firm has a long history of representing clients in litigation and other matters

throughout the United States, and abroad. Because of the nature of the business, it is not

uncommon for creditors or adversaries of the Debtor to also be creditors or adversaries of

unrelated Firm clients. This Firm appears to have represented or represents one or more parties

in one or more non-bankruptcy matters where such parties are adverse to one or more of the

creditors or parties in interest set forth below and as set forth on Exhibit "A" in the column titled

"Adverse in Non-Bankruptcy Cases" attached hereto and/or one or more of such creditors' or

party in interest affiliates, as such affiliates were identified through the conflicts search described

above. These matters are unrelated to the Debtor, the estate or other parties in this Bankruptcy

Case unless otherwise set forth herein. None of these matters raise any conflict or

disinterestedness issues; nevertheless, because Rule 2014 requests "connections," these are

disclosed herein.

a. Alpine Bank.

70. Alpine Bank is an alleged secured creditor to the Debtor, with an aggregate

scheduled secured claim of $12,763,500 against the Debtor. The Firm represents a party, in a

non-bankruptcy matter, that is adverse to Alpine Bank. This matter is unrelated to the Debtor,

this estate or other parties in this bankruptcy proceeding.

b. Member Lawsuit.
71. The Firm has in the past, and is currently acting as special counsel to WFP

Cordillera, Cordillera Golf Holdings, the Debtor, Wilhelm, WFPI, Patrick Wilhelm, Cordillera F

& B, LLC and CGH in connection with the defense of the pending class action suit related to the

Debtor and its properties brought by club members (referenced above as the "Member Lawsuit").

The plaintiff members adverse to the entities above of the Member Lawsuit are Thomas Wilner,

Jane Wilner, Cheryl M. Foley, Charles Jackson, Mary Jackson, and Kevin B. Allen. Alpine

Bank is an other involved party in the Member Lawsuit.
22
4852-1241-7551.5

c. CTC Litigation.

72. The Firm has in the past, and is currently acting as advisory counsel, to WFP

Cordillera, Cordillera Golf Holdings, the Debtor and David A. Wilhelm in connection with the

prosecution of the pending litigation against the Cordillera Transition Corporation, Inc.,

Cordillera Property Owners Association, Inc., Cordillera Valley Club Property Owners'

Association, Inc., Timber Sprints Property Owners' Association, Inc., Robert Vanourek, Denise

Delany, Gary Edwards, Raymond Oglethorpe, David Temin, Sarah Baker, Nelson Sims, Dick

Rothkopf, David Bentley, Elise Micati, Rick Smith, Glenn Bourland, Louise Van Dusen and

Roger Magid.

d. Colorado Department of Revenue.

73. The Firm appears to represent a party, in a non-bankruptcy matter, that is adverse

to an entity that appears to be an affiliate of the Colorado Department of Revenue where an

affiliate of Home Depot Credit (Citigroup) may also be involved in the matter. This matter is

unrelated to the Debtor, this estate or other parties in this bankruptcy proceeding.

D. Other Involved Connections.



uncommon for creditors or adversaries of the Debtor to also be otherwise involved in matters of

unrelated Firm clients. This Firm appears to have represented or represents one or more parties

in one or more matters where one or more of the creditors or parties in interest set forth below

and as set forth on Exhibit "A" in the column titled "Other Involved" attached hereto and/or one

or more of such creditors' or party in interest affiliates, as such affiliates were identified through

the conflicts search described above, appear to be otherwise involved in unrelated matters.
These matters are unrelated to the Debtor, the estate or other parties in this Bankruptcy Case

unless otherwise set forth herein. None of these matters raise any conflict or disinterestedness

issues; nevertheless, because Rule 2014 requests "connections," these are disclosed herein.

23
4852-1241-7551.5

a. Office Depot Card Plan; Staples Advantage and OfficeMax

Contract, Inc.

75. The Firm appears to have represented a party in a non-bankruptcy matter where it

appears that an affiliate of Office Depot Card Plan (Office Depot, Inc.), an affiliate of Staples

Advantage (Staples, Inc.) and an affiliate of OfficeMax Contract, Inc. (OfficeMax) were other

involved parties to such matter.

E. Client Affiliated Connections.



uncommon for creditors or adversaries of the Debtor to also be involved in matters as a client

affiliate of unrelated Firm clients. This Firm appears to have represented or represents one or

more parties in one or more matters where one or more of the creditors or parties in interest set

forth on Exhibit "A" in the column titled "Client Affiliated" attached hereto and/or one or more

of such creditors' or party in interest affiliates, as such affiliates were identified through the

conflicts search described above, appear to be affiliated with Firm clients in unrelated matters.

These matters are unrelated to the Debtor, the estate or other parties in this Bankruptcy Case

unless otherwise set forth herein. None of these matters raise any conflict or disinterestedness

issues; nevertheless, because Rule 2014 requests "connections," these are disclosed herein.

F. Connections with Other Counsel and Service Providers in the
Bankruptcy Case.

77. Other counsel and service providers in the Bankruptcy Case in which it appears

the Firm has connections are set forth on Exhibit "B" attached hereto. Attorneys at the Firm,

including myself, have had cases adverse to certain attorneys, and other service providers, and

their firms involved in this Bankruptcy Case (and in some cases, their former firm) in the past.

G. Similar Name/ Not Likely Same Creditor.

78. Because of the size of the Firm, with thousands of clients, it is to be expected that

the Firm represents persons or entities with names similar to those creditors or parties in this

Bankruptcy Case; however, as to each of the entities and individuals set forth on Exhibit "C"
24
4852-1241-7551.5

attached hereto, after reasonable and appropriate follow-up inquiry, we do not believe that the

creditor or party in this Bankruptcy Case is the same as a similarly named person or entity that is

a Firm client, former Firm client, or an adverse party to the same, or otherwise involved in an

unrelated matter. This connection has no bearing on the Firm's disinterestedness in this

Bankruptcy Case, but is disclosed out of an abundance of caution. To the extent that the entities

later prove to be related or the same, the scope of the representation was unrelated to the

proposed representation being provided by the Applicant. The Firm will apprize the Court if

they are found to be the same person and representation involves a potential or direct, adverse

claim.

H. United States Trustee.

79. Members of the Firm have had many cases with the Wilmington Office of the

United States Trustee over the years, and may know certain persons in that office personally.

I. Key Terms of Representation.

80. The professional services that the Firm will render to the Debtor include, but shall

not be limited to, the following:

a) to provide legal advice with respect to the Debtor's powers and duties as

Debtor-in-Possession in the continued operation of their business (utilizing

the specialty expertise of the Firm's Resort, Hospitality and Golf Industry

Team), management of their properties and sale of their assets;

b) to prepare and pursue confirmation of a plan and approval of a disclosure

statement;

c) to prepare on behalf of the Debtor necessary applications, motions,

answers, orders, reports and other legal papers;

d) to appear in Court and to protect the interests of the Debtor before this

Court;

e) to prosecute for the Debtor and defend the Debtor in litigated matters that

may arise during the case;

25
4852-1241-7551.5

f) to commence and conduct any and all litigation or other action necessary

or appropriate to assert rights held by the Debtor; and

g) to perform all other legal services for the Debtor which may be necessary

and proper in these proceedings.

81. The Firm will seek Court approval of its compensation and reimbursement of its

actual, necessary expenses and other charges incurred by the Firm 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 of Bankruptcy Practice

and Procedure of the United States Bankruptcy Court for the District of Delaware. The principal

attorneys and paraprofessionals presently designated to represent the Debtor and their current

standard hourly rates are:

a) Christopher Celentino, Partner $675

b) Mikel R. Bistrow, Partner $710

c) Erika Morabito, Partner $680

d) Kathryn M.S. Catherwood $615

e) Dawn A. Messick, Associate $440

f) Brittany Nelson, Associate $470

g) Matthew Riopelle, Associate $380

h) Caron C. Burke, Paraprofessional $225

i) Vicki L. Goldsmith, Paraprofessional $175

82. 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.

83. The hourly rates set forth above are the Firm's standard hourly rates for work of

this nature. 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, photocopy and facsimile, messenger and delivery service, online research,

travel, work processing, court costs, and search and filing fees, certain telephone charges and
26
4852-1241-7551.5

overnight delivery charges. 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's current

cost schedule is attached hereto as Exhibit "D".

84. The Firm has not received any compensation from the Debtor related to this
Bankruptcy Case.

85. Pursuant to Rule 2016(b) of the Bankruptcy Rules, the Firm has not shared or

agreed to share any of its compensation from the Debtor with any other person, other than as

permitted by Section 504 of the Bankruptcy Code.

86. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct. Executed this lOth day of July 2012, at San Diego, California.

""~
By:-=~--~~~~---------------
Christopher Celentino

27
4852-1241-7551.5

EXHIBIT "A"

Creditors and Parties in Interest

28
4852-1241-7551.5

Exhibit A
Creditors And Parties In Interest
Adverse in Adverse in Non‐ Other
Creditors and Parties In Interest Client Former Client Bankruptcy Cases Bankruptcy Cases Involved Client Affiliated
Acushnet Company X X X X
ADP Total Source X X
ADP, Inc. X X X X X
Airgas Intermountain X X X X X
American Express X X X X X X
American Towers Inc X X X X
AON RISK SERVICES CENTRAL INC X X X X X X
AT&T Mobility X X X X X
ATALAYA CAPITAL MANAGEMENT X X X
Bankserv X
BEAVER CREEK GOLF CLUB X
BEVERAGE DISTRIBUTORS X
Big O Tires X X
BMI BROADCAST MUSIC, INC. X X
Bushnell Outdoor Products X X X
Callaway Golf X X X
Centurylink X X X X X X
Charles Reeves X
Colorado Dept. of Revenue X X X X X
Comcast Cable X X X X X
COUNTRY CLUB OF THE ROCKIES X
COX, CASTLE AND NICHOLSON LLP X X
CSC Corporate Svc. Co. X X X
Delaware Secretary of State X X X X X
DELL COMMERCIAL CREDIT X X X X X
Delta Dental X X X X X
DEPARTMENT OF HUMAN SERVICES
(COLORADO) X
DIRECT TV X X X X X X
DISH NETWORK INC X X X
ECCO USA, INC. X X
Ecolab, Inc. X X X X
EKS&H X
FEDERAL EXPRESS INC X X X X

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