In re:

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
Cordillera Golf Club, LLC,
1
Case No. 12-11893 ('-__ )
dba The Club at Cordillera,
Debtor.
Ref. Docket No.: 9
NOTICE OF FILING OF APPENDIX TO MOTION OF THE DEBTOR FOR ENTRY
OF INTERIM AND FINAL ORDERS (A) AUTHORIZING USE OF CASH
COLLATERAL; (B) GRANTING ADEQUATE PROTECTION; (C) SCHEDULING
A FINAL HEARING; AND (D) GRANTING RELATED RELIEF
PLEASE TAKE NOTICE that on the date hereof, the above-captioned debtor and
debtor in possession (the "Debtor") filed a voluntary petition for relief under chapter 11 of the
United States Code (the "Bankruptcy Code").
PLEASE TAKE FURTHER NOTICE that concurrently with its petition, the
Debtor also filed its Motion of the Debtors for Entry oflnterim and Final Orders (a) Authorizing
use of Cash Collateral; (b) Granting Adequate Protection; (c) Scheduling a Final Hearing; and
(d) Granting Related Relief (the "Cash Collateral Motion") [Docket No.9], seeking, among other
things, authority to use cash collateral.
PLEASE TAKE FURTHER NOTICE that, as set forth in the Cash Collateral
Motion, attached hereto as Exhibits A through N is the Appendix
2
to the Cash Collateral Motion:
Exhibit A: Loan Agreement
Exhibit B: Alpine Note
Exhibit C: Alpine Deed of Trust
Exhibit D: Collateral Assignment of Contracts
1
The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
2
All terms not otherwise defmed herein shall be given the meanings ascribed to them in the Cash Collateral
Motion.
01:12230186.2
Exhibit E:
Exhibit F:
Exhibit G:
ExhibitH:
Exhibit I:
Exhibit J:
ExhibitK:
Exhibit L:
ExhibitM:
ExhibitN:
Collateral Assignment and Security Agreement Covering
Agreements, Permits and Contracts
Collateral Assignment and Security Agreement Covering Golf
Membership Revenues
Commercial Pledge Agreement
Commercial Security Agreement
Allonge and Amendment to Loan Documents (Post-Closing)
Wilhelm Note
Wilhelm Deed of Trust
First Amendment to Wilhelm Deed of Trust
First Amendment to Loan and Loan Documents
Second Amendment to Loan and Loan Documents
Dated: Wilmington, Delaware
June 26, 2012
FOLEY & LARDNER LLP
Christopher Celentino
Erika Moribita
01:12230186.2
Mikel Bistrow
Pro Hac Vice Motions Pending
402 West Broadway, Suite 2100
San Diego, California 92101
Telephone: (619) 234--6655
Facsimile: (619) 234-3510
-and-
YOUNG CONAWAY STARGATT & TAYLOR, LLP

Joseph M. Barry (No. 4221)
Donald J. Bowman, Jr. (No. 4383)
Kenneth J. Enos (No. 4544)
1000 N. King Street
Rodney Square
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
Proposed Counsel for Debtor and Debtor in Possession
2
01:12230186.2
Exhibit A
Loan Agreement
BUSINESS LOAN AGREEMENT
c .J ;. : J .

in the abovp_ ::tl'e for Lender's use only and do not limiT lhe of this document to ;my particular loan or ite1n.
Borrower:
Any item above containing .. " I!" has been omitted due to text length limitations_
CORDILLERA GOLF CLUB, LLC, A DELAWARE
LIMITED LIABILITY COMPANY
CORDLLERA F&B; LLC, A DELAWARE LIMITED
LIABILITY COMPANY
PO BOX 988
EDWARDS. CO B163Z
Lender: Alpine Bank. A Colorado Banking Corporation
Alpine Vail
1Z Vail Road, Suite ZOO
Veil, CO B16S7
{970) 476-8700
THIS BUSINESS LOAN AGREEMENT dated June 26. 2009, is tnad9 on(! exo.cute!l between CORDILLERA GOLF CLUB, LLC, A DELAWARE
LIMITED LIABILITY COMPANY; ond CORDILLERA F&B, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("Borrower') end Alpine Bank, A
Colorado 8anking Corporation {"lflnder") on the following terms and conditions. Borrower has received prior commerciallosns from Lender or
ha.s applied to l9ndsr for a commercial loan or loans or other financial accommodations, including tho.se which may be on any el'thibit
or schAdule attached to this Agreemunt. BorroWer understands and sgr-oes (AJ In grunting, renewing. or extending ..any loan. lender is
relying upon Borrower's -representations .. watronties, &nd agreemonts as Bet forth in this (8} the granting. renvwing, or extending
of any loan by lender at all times shuU be sut:,ject to lender's: sole judgment and discretion; and (G) all such Loans shall be and r&main subject
to the terms and conditions of 'this Agreement.
TERM. This A-greement shall he effP.ctive as of June 26, 2009, and shall continue in full fo(Ce and effect until such time as all of Borrower's
loans in r .. vor of lender have paid in run. including principal, interest, costs, expanses, attomeys' fees, anti other rees anti charges, or
until June 26, 2012.
CONDITIONS PRECEDENT TO EACH ADVANCE. lendP.r's obligation to make- the initial Adv::tnce and each subsequent Advance under this
AgreBtnF.!nt be subject to the ft.Jifiltment to lender's satisfaction of all of the conditions set forth in this Ag(aement and in the Related
Ducuments.
loan Documents. Borrower shAll provide to lender the fo11owing for the loan: (1) the Note; (2) S-acudty
granting to lender SP.CUdty interests in the Colla,aral; (3} financing statements and an other documents perfecting LendP.r's Security
Interests; (4f evidenr.-P. of insurance as required below; (5) guaranties; (6) together with aU such Related Documents as lender may
require for the loan; aU in form and substance satisfactory to lender and Lander's counsel.
Borrower's Authorization. Bormwer shall have pmvided in form and sub-stance satisfactOry tu lender properly certified resolutions, dt.1ly
authorizing the execution and delivery of this Agreement, the- NOte and the Related Documents. In addition, Bonowe( shall have pmvided.
such resolutions, authorizations; do-cuments and instruments as lender or its counsel, may requi(e.
Payment of Fees and Expenses. Bonowe( shall have p;:dd tt> Lender aH fees, cha(ges, end other exp_enses which are then due and payable
as spel!iried in thfs Agreement or Hny Related Document.
Repcesentutions and Warranties. The and warranties Set forth in this Agreement, in the Related Documents. and in any
document or certific(tte derivered to L101ndm under this Agreement are true and correct.
No Event of Default. There shall not exist at the lime of any Advance a condition whiCh wouh.l constitute an Event of Derault under this
or under any ReJf!ted Document.
MULTIPLE BORROWERS. 1his Agreement has been exP.cuted by multiple oblig(.)rs who. are referred to in this Agreement ini.JiVitlually. collP.ctively
and interchangsahly as ,.Borrower." !Jpeclficatly stated to the contrary, the word "BormwP.(" as used in this Ag(ee,nent, including
without limitl'ltion all rPpreseritations, wammtles and covenants. shall include a11 Borrowers. Bonower understAnds and agrees thai, with or
without notice to any one Borrower, lendar may lA) make one or more additional secured or unsecured loans 0( exi-And arlditlonal
credit with respect to other Borrovye.r: {BI with respect to any Borrower compromise, renew. extend, accelerate, or otherwise
change one or rnore times the time for payment Q( other terms of any indebtedness, including increases and decreases of the rate of interest on
thfl inriP.htednesS; (C} exchange, enfon:e, waive, subordinate. fail or decide not to perfect, and release any security, with or without tha
substitution of new collateral: (D) relense, substitute, ag(ee not to sue, or with any one or more of Borrower's or any othfl-r Borrower's
sureties, em1orsers, or other guarantors on any terms or in any manner lende( may choose; determine how, when and what applicRtion of
pRyrnents and shflll be made on any indebtedness; (Fl apply such security and direct the order or manner of sale of i!OY Collateral,
including Without limitation, any non-judicial sale permitted by the te(ms of the security agreement or rleed of trust, Lemler in ItS
disr:retinn may determine; (GJ sell, transfer, assign or grant pArtichYations in all ot any pa(t of the Loan; (H) Axerr.:iJ=;e Or from exercisinq
any rights Rgainst 8onower' or others, O( otherwise act or refnin from acting; (I} settle 0( compromise any indebtedness; {J) suhordiilate
tha paylnAnt of all or any ptut tlf any of Borrower's indebtedness to Lende( to the payment of any which may be due lenrler or others.
REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to- Umdf}r, as of the date of this Agreement, as of the date of each
disbursement of !nan proceeds, as of the date of any renewa{, extension or modification of any Loan, and at all times any Indebtedness exists:
Organization. CORDILLERA GOLF CLUB, llC, A DELAWARE LIMITED LIABILITY COMPANY is a limited liability company which is, and at
times shall be, dvly organized, valfdfy existingr anti in good st:Jnding under and bY virtue of thP. laws or the State of DelawR(e.
CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY i. duly a.uthorized to transact business in all other states in
whioh CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY is doing business, having obtained all ner.essary
filings, governmental licenses and approvals for aach state in which CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY
COMPANY is doing msiness. Specifically, CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY is, and at all
times be, duly qualified as a fo.-eign limited liability company rn all in which the failure tO so qualify would have a materi11l
adverse affect on its business or financial condition. CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY has the
full power ami authority to own its pro"pe(ties and to transl;'lct the business in which it is presently engaged m presently proposes to
engage. CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY maintains an office at 97 MAIN STREET, SUITE
E202, EDWARDS, CO 61632. Unless CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY hos designated
otherwise in writing, the principal office is the office at which CORDILLERA GOLF CLUB, llC, A DELAWARE LIMITED LIABILITY
COMPANY keeps its books records including its "'cords concerning the Collateral. CORDILLERA GOLF CLUB, LLC, A DELAWARE
LIMITED LIABILITY COMPANY will notify lender prior to any change in the location of CORDILLERA GOLF CLUB, LLC, A DELAWARE
LIMITED LIABILITY COMPANY's state of organization or any change in CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED. LIABILITY
COMPANY's nome. CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY shall do all things necessary to preserve
amJ to keep in full force and effect its existence, rights and privileges, anti shall comply with all regulations, wlas, ordinallce,!:;; statutes,
orders and ol any goVf'l:rnmentaJ 01 quasi-governmental authority or court to- CORDillERA GOLF CLUB, LLC, A
DELAWARE LIMITED LIABILITY COMPANY and CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY's husiness
activitie$. .
CORDILLERA Fi!<B, LLC, A DELAWARE LIMITED LIABILITY COMPANY is a limited liahility company which is, and at all times shall be, duly
\ organized, validly existing, and in 990d standing under and by of the Jaws of the Stale of Delawrue. CORDILLERA F&B, LLC, A
.J\ DELAWARE LIMITED LIABILITY COMPANY is duly authorized to transact business in all other states in which CORDILLERA Fi!<B, LLC, A
DELAWARE LIMITED LIABILITY COMPANY is doing business, having obtained all necessary filings, governmental Ucenses and approvals for
tl sta[e in which CORDILLERA Fi!<B, llC, A DELAWARE LIMITED LIABILITY COMPANY is doing business. Specifically, CORDILLERA
F&B, LLC, A DELAWARE LIMITED LIABILITY COMPANY is, and et all times shell ba, duly qualified as a foreign limited liability company in
all states in which the failure to so quolify would have, a mllterial adverse effect o.n its business. or financial condition_ CORDILLERA F&B,
LlC, A DELAWARE LIM.ITED LIABILITY COMPANY has the full power and authority to own its properties and to transact the business in
Q1 . . resent! engogBtl or presently proposes to engage. CORDILLERA F&B, llC, A DELAWARE LIMITED LIABILITY COMPANY
maintains an office a :H 'clTA foUR" R
0
NGII ROAD, BASALT, CO 61621. Unless CORDILLERA F&B, llC, A DElAWARE LIMITED
LIABILITY COMPANY has deignated otherwise in writing, the principAl Office is the office ot which CORDILLERA F&B. LLC, A DELAWARE
LIMITED LIABILITY COMPANY keeps its books and records including its records concerning the Collateral. CORDILLERA F&B, llC, A
DELAWARE LIMITED LIABILITY COMPANY will nolify Lender prior to any change i.n the location of CORDILLERA F&B, LLC, A DElAWARE
LIMITED LIABILITY COMPANY's slate of organization or eny change in CORDILLERA F&B, LLC, A DELAWARE LIMITED LIABILITY
COMPANY's neme. CORDILLERA F&B, LLC, A DELAWARE LIMITED LIABILITY COMPANY shell do all things necessAry to pres.,rve and to
keep in full fOrce and effeGtlts existence. dghts and privileges, and shall comply w'ith all rules, O(dinances, mde_rs und
decreas of any or qm=isi-governmA.ntal or court applicabla- to CORDILLERA LLC, A DELAWARE LIMITED
LIABILITY COMPANY and CORtJILLERA F&B, LLC. A DELAWARE LIMITED liABILiTY COMPANY's business activities,
Loan No: 4450362601
BUSINESS LOAN AGREEMENT
(Continued) Page Z
Assumed Business Names_ Borrower has filed or recorded all documents or filings required by \aw relating to all assumed business names
used by Borr-ower. Excluding the name of the following is a complete list of all assumed business names under which Borrower
tloes business; None_
Authorization. Borrower's execution, delivery, and performance of this Agreement end all the Related Documents have Ueen duly
authoried by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1 any
provision of (a) Borrower's articles of organization or membership agreements, or {b) any agreement or other instrument bin-ding upon
Borrower or (2) any lttw, governmental regultttion, court decree. or order applicable tq Borrowtir or to Borrower'S properties.
Financial Information. Each of Borrower's financial statements Supplied to Lender truly and completely disclosed Borrower's financial
condition as of the date of the statemem, and there has treen no material adverse change in Borrower's financial condition subsequent to
the date of the most recent financial statement supplied to Lender. Borrqwe-r has no material contingent obligations except as disclosed in
such financial statements.
Legttl Effect. This Agreement constitutes, and any instrument or agreement Borrower is to g_ive under this Agreement when
delivered will constitute legal,. and binding obligations of Borrower enforceable against Borrower in accordancll with their regpactive
terms.
Properties. Except as contemplated by this Agreement ol' as previously disclosed in Borrower's financial statements or in wl'iting to Lender
and as accepted by Lender, and except for property tax liens for taxes not pre!:lently du.e and payable, Borrower owns and has good to
aU of Borrower's properties free and clear of all Security Interests, and has not executed any security documents or financing statements
relating to such properties. An of Borrower's properties are titled in Borrower's legal name, and Borr-ower has not used or filed a financing
statement under any other name tor at least the last five 15} years.
Hazardous Substancas. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During
the period of Borrower's ownershiP of the Collate.-al, there has been no use, generation, manufacture, storage, treatment. dispo8al, releaSe
or threatened relea5e of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no
knowledge of, or reason to believe 1hat there has been (a} any breach or violation of any Environmental Laws; (b} any use, generation,
manufacture, storage, treatment, disposal, or threatened release of any Hazardous Substance on, under, about or from the
Collateral by any prior owne.-s or occupants of any of the Collateral; or (c) any actual or or claimS of any kind by any
pe(son relating to such matters. (3) Neither Borrower nor any tenant. contractor1 agent or other authorized user of any of [he Collateral
shall use. generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, or from any ot the
Collateral; and any such activity shall be conducted in compliance with all applicable state, and local IBWS1 regulations, and
ordinances, including without limitation all Environmental Laws. Borrower authorizes Lendel' and its agents to enter upon the Collateral to
make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the
Agreement. Any Inspections or tests made by Lender .shall be at Borrower's e:><pense and tor Lender's purposes only and shall not be
construed to create Hny responsibility or liability on the part of Lendel' to Borrower or to any other person. The representations and
warranties herein are based on Borrqwer's due diligence in investigating the Collateral tor hazardous waste and Hazardous
Substances. Borrower hereby 11) .-eJeases iind waives any future claims against Lender for indemnity or contribution in the event
Borrower bec9mes liable for cleanup or ether costs under any such laws, and (2) agrees to indemnity, defend, and hold harmless Lender
against any and all claims, losses, liabilities, damages, penalties, and expenses which Lendel' may directly or indirectly sustain or suffer
resulting from a b.-each ot this &ecdon of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal,
release or threatened release of a hazardous waste or substance- on the CollateraL The provisiOns of this section of the Agreement,
including the obligation to indemnify and defenJ, shall survive the payment of the lndebLedness and the termination, expiration or
satisfaction ot thts Agreement and shall not be affected by Lender's acquisition of any i.ntetest in any ot the Collateral, whether by
foreclosure or otherwise.
Utiga:tion and CJalms. No litlgation, lnvestigation, administrative proceeding or similar action (including those tor unpaid taxes)
agsinst Borrower is pending or threatened, end no other event has occurred which may materially adversely Borrower's financial
condition or pmtJerties, other than claims, or other events, it any, that have been disclosed to and acknowledged I.Jy Lender in
writing.
Taxes. To the best of Borrowers knowledge, all ot BorroWer's tax returns and reports that are or were required to be fiJed, have befm
tiled, and ull taxes, assessments end other governmental charges have been paid in full, except those presently or to ba contested by
Borrower in good faith in the ordinary course of business and for which adequate reserves have. been provided.
lion Priority. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security
Agreements, or permitted the tiling or attachment of any Security lnte.-ests on or affecting any of lhe directly or indirectly
securing repayment of Borrower"s Loan and Note, that would be prior or that may in any way be superior to Lender's Security lntt:l.rests and
rights in and to such CollaterHL
Binding Eftac.t. This Ag.-eement, the Note, all Security Agreements (if any), and all Relatecf DocumH.nts are binding upon tht:!. signers
1hereof, as well as upon their succes-sors, repl'esentative.S and assigns, are legally enforce-able in accordance with their rt:!.Spective

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with lender th:at, so long as this Agreement remains in Borrower wiH:
Notices of Claims and Utigation. Promptly inform Lender in wridng of (1) all materiel adverse changes in Borrower's financial condition,
and (2) au existing and .all threatened litigation, claims, administrative or similar actions afteGting BorrowBT or
any Guarantor which could materiatly affect the financial condition of BOrrower or the. condition of any Guarantor.
Financial Records. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine
and autlit Borrower's books and records at all reasonable times.
Financial Statements. Furnish Lender with such financial statements and othB:r related information at such frequencies and In such dt!tafl tts
Lender may reasonably request.
Additional Information. Furnish such additional information and statements, es.Lender may request from time to time.
Insurance. Maintain fire and oLher risk insurance, public liability insurance. and such other insurance as Lender may require with respect to
properties and operations, in form, amounts, coverag6S and with insurance compani6s to Lender. Borrower, upon
requesl of Lender,. will deliver to Lender from time to time the policies or cenificates ot insuranct! in form satisfactory to Lender, including
stipulations that coveragt:s will not be cancelled or diminished without at least ten {1 OJ days prior wrhten nn1ice to Lender. Each insurl:lnc.e
policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or
default of Borrower or any other person. In connection with all policies c.overing assetS ih which lcinder holds or fs offered a security
tor the Loans, Borrower will provide Lender with such lender's luss payable or other endorsements as Lender may require.
Insurance Furnish to Lender, upon request of Lender, reports on each existing insurance policy showin(J $UGh information as
Lender may reasrJn-ably request, including without limitation the following: (1) the name of the insurer; (2} the risks insured; (3} the
amount of the policy; (4) the properties insured; (5) the then current proparty values on the basis of which insurance has been obtalned,
and lhe manner of determihing those values; and (6) the expiration date of the policy. In addition, upon request of Lender (howe-vel' not
more often than Borrower will have an independent appi-eiser satisfactory to Lender determine, as applicabe, the actual cash
value pr replacement cost or any Collateral. The cost olsueh appraisal shall be paid by Borrower.
Guaranties. Prior to disbursement of any Loan proceeds, furnish executed guaranties of the Loans in favor of executed by the
guarantors named below, on Lender"s forms, and in the amounts and under the conditions set forth in those guilrantif:ls.
Names of Guarantors Amounts
WFP INVESTMENTS, LLC, A DELAWARE $13,700,000.00
LIMITED LIABILITY
DAVID A. WILHELM $13,700.000.00
Other Agreements. Comply with all tem1s and of all other agreements, whether now o-r hereafter existing, b&tween Borrower
Hnd any other party and notifY immediatety in writing ot any defauiL in connection with any other such agreements.
loan Proceeds. Use aU Loan proceeds solely tor Borrower's business operations, unles& specifically consented to the contrary by Lender in
writing_
Charges anc;f Liens. Pay and discharge when due elf of its indebt8dness and obligations, including without limitHtion all assessments.
governmental charges. levies and lions, of 'every killd and nature, imposed upon Borrower or its properties, income, or prior
to the dote on which penalties would attach, and ttl! lbwful claims that, if .unpaid, might become a lien or charge upon any of Borrower's
Loan No: 4450362601
BUSINESS LOAN AGREEMENT
{Continued} Page 3
properlies, incomP-, or profits. Provided howAver, Borrower will not be required to pay and dischargP.: any suC!h chnrge,
or daim !lO long as (1) the !egnlity of the same ShAll be contested in good foith by appropriate proceedings, and (2) Borrower
havA on Borrower's books adequate reserves with respect to such contP.-sted assessmP.nt. tax, charge, levy, lien., or claim
in with GAAP.
Performance. Perform and comply, in a rimely manner, with all terms, q:mditions, cmd provisions set forth in this Agreement, in the ReiHted
Oor.uments, and in All other instruments and agreP.ments between Borrower and LendeL sh;JII notify LendP.r immediately In
wrftlng or any default in connection with any agreement.
Operfltions. Maintain e"<er.uriva and manngement personnel with substantially the same qualificarions Hnd experiencf! A::-. the
Rnd personner; provit.le written notice to lender of any change in ex-ecutive and mfmagement personnel; conduct its
affai1s in lj reasonable ami prudent manner.
EnvimmmmtRI Studies. Promptly conduct and Gomplete, at Borrower's expense, all such investigfltions, studies; sampting!i Rnd te.Hings EJS
may be requested by Lender pr any -governmental authority relative to any substance, or any vvasLP.- or by--product of any substance defined
as toxic or fl hazRrdous substf'lnce under state, or local law,_ rule, rP.gulation, order or directive, :u or Arfecting any
prorerly or ;:,ny fRcility owned, leased or used by Borrower.
CompJiance with Governmental Requirem6nts. Comply with all laws, ordinances, and now or herearter in efrP.\.t, or all
governmental authorities aJJplicahle to the conduct of Borrower's prnperties, bHsinesses and. operations, and to the or oct:upancy of the
r.nllateral, including without lirnit;:stion, the Americans With Disabilities Act. Borrow-er may contest in good faith any such law, ordinance,
or re!=Juh'ltion nnd withhold compliance during any proceeding, including Appropriate appeals, so long as Borrower has notified Lender in
writing prior to doing !;O and so lon!l as. in lender's sole opinion, Lender's in the Collataral are not jeopardb:erl. Lrtmder may
require Borrower to post adequate security oro surety bond, reasonably satisfactory to Lender, to protect interest.
Inspection. PP.rmil employees or agents Qf Lender at any reasonable time to inspect any and all CoUaterrJl for the Loan or Loans and
othef rmpefties and to examine or audit Borrower's books, accounts, and records and to makfl copies anti memoronda of
Borrowef's books, and records. If Borrower now or at any time hereafter maintains any records without limitation
.;:nmputer gP.nP.rated reGnrds and com[Juter softwnre progr:tms for the gP.neration of such records) in the possessidn or a third party,
B(lrrQWP-r, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to
provida Lender with copies of any records it may request, ali at Borrower's e>tpense.
Compliance Certificates. Unless waived in writing by Lender, provide_ Lendel' at leR3l annually. with a r.ertifice.fe exeeutecl Uy Bori'Ower's-
chier finAncial office!', or othp,r officer or peri>on accept;:,ble to Lender, certifying that the representations and warranties sqt [orth in this
Agreement Me true anti correct as of the date of the certificate and further certifying that, as of the dAte oF the certirh;ate, no EvAn! of
exists under this Agreement.
Compliance and Borrower shall compfy in all respects with any and all Environmental Laws; not cause or permit to
exisl. ;JS a of an fntentional or unintentional action or omission on Borrower's part or on the port of any third partY. on properi.Y
ownP..d and/hr occupied by Borrower, any environmental activity damage may resuh: to the environment, unless such environmental
activity is purswmt to and in compliance with the conditions of a permit issued by the appropriate fFJderal, state or tocal governmental
authorities; shAll furnish to LendeT promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons,
HPn, cil;:,tion, directive, letter or other communk-ation from any governmental Agency or instrumentality any fntentionaf or
uniutAnliona.l action or on Bortower's part In connection with any environmental activity whP.thP,r or not the1e is to the
environment and/or other llRtural resources.
Additional Assurances. Make, execute anct deliver to lendar such promissory notes, mortgAges, deeds of trust, sec:urity agreemP.nts,
assigmmmts, finanr.in9 statements, instruments, documents and Other agreements as Lender or its attomeys may reasonably request to
evidence secure the lorms and to perfect all Security
LENDER'S EXPENDITURES. If eny ection or proceeding is commenced that would materially affect Lenrler's interest in the Collateral or if
Borrower fAils to c:otnply with any. provision of Agreement or any Related Dor:uments, including !Jut not limited to Borrower's failure to
dischruge or pay when due an\1 am'ounts BorrowRr is required to or pay under this Agn'!ement or any Related Documents, Lender on
Borrower's behalf may (but Rhall not be obligaterl to) tak-e any ACtion th<tt LentJRr deems appropriate, including not limiterl to dfacharging or
paying all tAxes. liens, seCurity interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs foa-
insurin!l, m"AintAinin!J and rreservin!l any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear inl9ffl6t at
the chMged undm the from the date incurred or paid by Lender to the date of repayrmmt by Borrnwer. All such expenses will become
a part or the Indebtedness at Lender's. option, will (A) be payable on demand; (8} be added to the balance of the Note and be
apportioned among and be payablt=! with any installment pttyments to become due during either ( 11 the term of any applicable insurance pvlicy;
or (2) the remaining ternl of the Note; or I C) be treated as a balloon payment which will be dee and ppyable at the Note's
NEGATIVE COVENANTS. BorrowP.r covenants onrl agrees with Lender that while this Agreement is in ef[ect, Bormwer shall not, without the
prior wriHen consent of Lender;
Capital Make or Gontract to make capital including leasehold improvements, in any fiscal year in axcess of
(.2!;;Y-I-QQ(L ________ . ______ or incur liability for rentnls of property (inclllding both feal and property}
in an amount which, together with capital expenditures. shafl in any fiscal year ex.ceetl such sum_
lndebtudnes$ liens_ {1) Except for trade debt in the normal course of business end indehteLlness to Lender contemplated by
this AgrP.emenl, createl inr.ur or assume for borrowed money1 inducting capital (2) sell. transfer.
piP.d9P., gr;Jnt a !;eCtlrhy intere::ol in, or P.flcumber any of Borrower's assels (except .as allow ad as Permitted UP.m;), oa- 1.3) sell with
reeourse any of Borrower's er;counts, except to Lender_
Continuity of Oparations.. (1 1 Engage in any actiVities substantially diff-erent than those in which is presP.ntly engag!E!d,
(2) ceasP. opero:ttions, liquidflte, merge, tra.nsfer, acquire or consolidate with any other entity, change its name, or tranRf-er or sen
CollAteral out of the ordinary course of business, or (3) make any distribution with respect to any capital whether hy reduc-lion of
capitfll or otherwise.
Loans. Acquisitions and Guaranties. (1 Loan, invest in or money or to any other person, en1.erprb;.6 or entfty, {2.)
purchase, or acquire any Interest in any other entf.trprise or entity. or (3t incur any obliga1ion as surety or guarantor other then in
the ordinary course of husiness.
Agreements. Borrower will not enter into any agreement containing any provisions which would be violated or breached by the
performance of Bmrower's obligations under thts Agreement or in conlieGtidn hereWith.
CESSATION OF ADVANCES. If lender has made .any commitment to make e.ny Loan to Borrower, whether under thts Agreement or under any
othe.r ;:,yreemenl, Lemier shall hAve no obligation to make Loan Artvances or to disburse Loan proceeds if: (A) Borrower or any Guarantor is in
rJef.;wll under the terms or this or any of ReJated Documents or any other agregmeni: that Borrower or any GuarAntor has with
LenfiRr; (B) Borrower or any Goarantor dies, becomes thcompetent or becomes insolvent, files a petition in bankruptcy or simil;:,r proceedings,
or is a bankrupt; (C) ther-e ocCurs a material adverse change in Borrower's financial condition, in the financial condition of any
Gwu;:,ntor, or In the value of any Collateral securing any loan; or tDI any Guarantor or otherwisP. Attempts to limit, modify or
revoke such Guarantor's pf the Loan or any othar loan with Lender; or {E) Lender In good faith deerns itselr insecure, even though no
Event of Default shall have occurred.
RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a riyht of in all Borrower's accounts wilh Lenrler (whether
checking. savings, or some other account). This i"ncludes all accounts Borrower holds jointly with someone else and all accounts Borrow-er may
oren in the future. How_P.vP.r, this does not include any IRA or Keogh accounts, or any accounts for which setoff would prohibited by
BorrowP.r authorizes Lender
1
to the extent permitted by applicable law, to chorge or setoff all sums owing on the against any
and all such accounts.
DEFAULT. Ench of the followinR shall cons.titute an Event of DeCault undeT this AQreement:
Payment Default. Borrower fails to make any payment when due under the Loan_
Other Default$. Borrower fnits to comply With or to perform any other term, obligation,. covenant or Condition contained in this Agreement
or in Any of the RelAted D.ocuments or to comply with or to perform any termr obliyation, l)ovenant or condition in any other
agreement between Lender and Borrower.
Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan, extension of tredit. security agreement, purchase or
AgrP.ement, or other agreqment .. in favor of any other creditor or person thflt may materially affect Any of Borrower's or any
GrAntor's property or Borrowers or any Grantor's ability tp repay the Loans or perform thei"r obligAtions under this AgreP.ment or
any of the Related Documents.
loan No: 4450362601
BUSINESS LOAN AGREEMENT
(Continued) Page 4
false Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalt under this
Agredment or the Related Documents is false or misleading in any mBterial respect, now or at the time nmde or furnished or becomes
false or misleading at any time thereafter.
Death or lnr;;olvoncy. The diSsolution of Borrower (regcrdltsss of whether election to continue is made), uny member withdraws from
Borrower, or any other termination of Borrower"s existence as a. going business or the death at any member, the insolvency ot Borrower,
the appuintment at a rec-eiver for any part of Borrower's pmperty, any assignment for the benefit of creditors, any rype of cr-editof' workout,
or the commencement of .ttny proct:teding under any lnmkruptcy or insolvency lows by or against Bon-ower.
Dofoctivo Collateralization. This Agreement or any of rhe Related Documents ceases to be in full force and offect {including failure .of any
collaterel document to create a v1::1lid and perfected security interest or li6nl at any time and for any reason.
Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture whether by judicial proceeding, selt-help,
repOssesSion or any other melhod, by any creditor ot Borrower or by any governmental agency agoinst any collateral securiny the Loan.
This includes a garnishment of any of Borrower's accounts, including deposit accounts. with Lender_ However, this Event ot Detault shllll
not apply if ther.e is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or
forfeiture proceeding and if Borrower gives Lender writte.n notice of the creditor or fOrfeiture proceeding l::ind deposits with Lender monies or
a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion. being an adequate
reserve or bond for the dispute.
Events Affecting Guarantor. Any of the preceding occurs with respect to any Guarantor of ariy of the Indebtedness or any
Guarantor dles or becomes or revokes or disputt::s the validtty of, or liability under, any Guaranty of the Indebtedness.
Adverse Change. A matedal adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of the Loan is impafred.
Jn.seGUrity. Lender in good faith believes itself insecure.
Right to Cure. If any default, other than a default on Indebtedness, is curable and it Borrower or Grantor. as the case may be, has not been
given a notice of a similar default within the preceding twelve (121 months. it may be cured it Borrower or Grantor, as the may L>e,
after raceiving written notice from Lender- demanding cure of such default: (1) cure the default whhin twenty (20) days; nr {2) if the cure
requires more than twenty (20) days, immediately initiate steps which Lender deems in Lender's sole discretion to be sufficient to cure the
default and thereafter continue and complete all reasonable and neces.sary steps sufficient to produce compliance as soon as reasomtbly
practical.
EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur. except where otherwise- provided in This Agreement or the Related
Documems, commitments and obligations of Lender under this Agreement or the Related Document:'! or any other agracmt:nl immttt.Hutely Will
terminate jincluding any obligation to make further L-oan Advances or disbursements). and, at Lender's option, Bll Indebtedness immediately will
become due and payable, all without n9tice of any kind to Borrower, except that in thl;!: case of an Event of Dehtult at the rype described in the
,.lnsolv!;ncy" subsection above, such acceleration shall be automatic and not optional. In addition, Lender shall have all the rights and remedies
in Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, aU of Lender's
rights Hnd remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not
exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an oblig-ation of Borrower or of any
Grantor shalt not affect Lender'.s right to declare a default and to exercise its rights and remedies.
ADDITIONAL BUSINESS LOAN AGREEMENT PROVISIONS. "Subsection (BI ot Multiple Borrowers provision is heret>y deleted in ils emirety.
Borrower shall comply in all material respects with Other Agreements.
Section (1 I at the Negative Covenants/Indebtedness and Liens is hereby deleted in its entirt:ty nnd replaced with the following language;
tor trade debt and capital leases incurred in the no, mal course of and indebtedness to lender by this Agreement, create,
im;ur or as.sume indebtedness f01 borrowed money."
A Cessation of Advances shtdl not occur In the event ot Borrower or GuarBntor death or incompetency.
Events Affecting GuarHntor shbll not fnc/ude Guarantor's death or incompetency insofar as David A. Wilhelm as Guarantor.
A Default in Favor of Third Parties by Borrower on "any other agreement"' must be in excess of $25,000.00.
Notwithstanding anything to the contrary set forth in the Default PrOvision herein, Borrower may cure any Event of Deiault within tive (5)
calendar days after notice of such Event of Default by Lender. In the evennmy Event of Default is not cured within rhe cure period tuft.uenced
Hbove, such default shall -de"med an Event of Default hereunder.
In furtherance of Borrower's right to cure an Event of Default as provided ht:rein, Borrower will pay Lender reason.ttble costs of collection upon
expiration of Borrower's failure to cure period without cure.
All golf course ml;!:mberships oh:tll categorie::. and all privileges with respect to. all golf cour5e properties 8nd tacilities now or hereafter owned by
Borrower, including but not limttad to memberships to be issued pursuant to the Men1be-rship Plan for The Ctub u.t Cordillera Amtmded and
Restated November 30, 2007 and any amendments, modifications. supplements or restatements thereat (the .. Memb!1rshiJJS") are
for re;,payrnent of the Note in accordance herewith.
Membel'shlp sales revenues (defined as all revenues, whether in the form of a lump sum payment or any installments or on any other credit
tram the sale, exchange or upgrade of memberships including but not limited to sales .of or upgrades to Premier Memberships with
Legacy Privileges, the "Nat Sales Revenues") shall be on a priority basis as follows:
First, up to and incJuding the first $1,000,000.00 in annual Net Sales Revenues shall be paid to Lender to satisfy the required $1,000,000.00
annual principal raduction due hereunder (the "Principal ReUuction .. ) ... Annl)HI" Net Sales Revenues means the revenues for each yearly period,
commencing trom the date of the Note to each annum anniversary until the Note is paid in tull;
Second, provided Principal Reduction tor the applicable Annual Period has been satisfied (or the. deficit is made up by Borrower frorn other
sources to psy the $1,000,000.00 annual principal reduction due Lender), Borrower shall be entitled to retain remaining Net Soles Revenues
until Borrower has rece1ved Net Sales Revenues pursuant to this subsection, during such Annual Period and during all other Annual Periods, in
the agyregate sum of $3,500,000.00 (the "Borrower's Membership
Third, provided the Princi!Jal Reduction fur the applic-Hbla Annual Period has been satisfied {or the deficit is made up by Borrower from orher
sources), and providad Borrower has Borr'owt:r's Membership Disbursement, there shall be deducted from the. remuining Net Salt;:s
Revenues sufficient reserve amounts for: (a) approved capital expenditures; and (b) accrued and as well as projected, OJ.ltriHing IOS5es,
in eaGh in such as set in the budget approved by Lender (collectlvely
1
the "Reserves")i and
Fourth, provided the Reduction for the applicable annual period has been satisfied (or the deficit is. up by Borrower from other
sources}, Borrower has reoeived Borrower's Membership Ditiburse.ment. and Borrower set aside sufficient amounts to fund the en
remaining Net Sales Revenues for the applicable annual pe-riod shrill be :Bilocated as tallows: (i) one-half t1 /2) to Borrower; and one-half (1/2) to
Lender, tO- be applied first to accrued, but unpaid and then to the principal balance owing under the Npte.
Notwithstanding the foregoing, should eny Event ot Default occur with respect to Bny of the obligations herein, all Net Sales Revenues {including
Income Frorn Dues. as such capitalized term is rlefinf)d herein) shall be IJaid to Lender; to the exclusion of Borrower, to be applied on account of
the obligations herein.
Provided there is no Evehl of Default hereunder, all dues, assessments, 1ees or other charges, together with interest thereon if applicable,
payable to Borrower by or on account ot the Memberships ("Income From Dues'") shall be retained by Borrower. In the event at any Event of
Dafault with to o1 th6 obligations described herein, all lncome From Dues shall be paid to Lender, to exclusion of Borrower, to be
applied on account of the obligations described herein.
All checks constituting Net Sales Revenues shBU be S(!nt to Lende"r at 12 Vail Road, Suite 200, in Vail, 81657 or such other address as
Lender may de:;ignate from time to tiffie (the: "Lock Box"). The foregoing requirement that all such payments go to the Lock Box also applies to
payment in other forms such as cash or wire transfers. All Net Sales Revtmues depo.sited to tha Lock Box. be disbursed by Lender jn
8Gcordance wirh this Note. Borrower shall deposit all Net Sales it receives directly to the Lock Box not later than the first Business
Day the receipt thereof ... Business Day" means any dHy other thfin a Saturday, Sunday or a legal holiday on which banks are authorized or
required to be Glosed for the conduct ot commercial banking business in Denver, Colorado. Within ten (101 business days afte-r the end of
calendar month, Borrower shall submit to Lender a certified statement of all Net Revenues collected during the preceping calendar month,
Such submission shalt be accompanied by detailed records. together wfth back-up information l:itLBC:hed theretO, all of which shall be
in form and substance satisfactory to Lender, indicating the sOurce and amount of all Net Sales Revenues for the preceding month. Lender or ils
desiynees shall have the right, upon prior written notice to Borrower, to review all at the books and records kept by Borrower, and to make
copies and ex.rrat;tS tram the foregoing records. Borrower hereby rHtifCes anrt confirms irrevocably that any and all Net Sales Revenues
on or after the datti hereof of when received} shall. if received by Borrower on or after the date hereof, be remitted to tht: LoGk flax
Loan No; 4450362601
BUSINESS LOAN AGREEMENT
(Continued) Page 5
not tater than the firsl Business nay after receipt thereof anrl if thereAfter by Bormwer endorsed {if necP.ssary) by Borrower find made
pAynhiP-- to thP. order of Borrowar as agpnt for Lell-der. The Lo-ck Box shall be est11blished in the form of with Lender unl.Jer
BorrowP.r'::= federal te){pflyer- identirication numbers.
If, prior lO the second anniver5ary of the Loan, the loan balance is reduced to $9,000,000.00, ths remaining loan balance wilf be amortized over
a ten JlO) period fm the lfist (12) remaining months of the Tern1.
/\II Borro-wP.r, Rorrowsr affiliates imd dub oper<ttion -entitit73 (if different from Borrower dudng the Term of the Loan), rlAnosit nusf be
rnairHaim'!d with Lemler throughout the Tarm of the Loan: provided, how13ver, that denosit account(s) for all CordiiiP.-ra F&B affiliates shall be
transferred to LJJnder within ninety (90) days of the date of this Business loan Agreement.
or Insolvency .. shall not equate lo ;my chcmge of control which means any change in ownership of twP-nty-five percent (25%) or more of
the ownership of Grantor. whsther by .Rssignment, transfer. convgyi3nce, resignation or exrmlsion of a rnember of such GrRntor or by
tlil11tion or otherwise. or thP. rP.signatfon. expulsion or removal of any managing member of such Grantor,
To the extent the terms and conditions set forth in this Additional section of this l-oan Agreement contradict with other
terms and conditions set forth in the boOy of the Business Loan Agreement, this Additional Provisions section shall control.
mpresentalions and WArranties to Lender insofar as Compliance with Environmental Law.s shall be limited 1o Grentor's actual
knowledge,
GrAntOr may demolish or remove ilny Improvements rrum the Real Property without Lender's prior written CQnsenl so tong as such activities are
conducted in- thP. normal course of business.
Notwllhstanding anything to thF.! contra-ry set forth in the Default Provision herein, Borrower may cure any EVent of Default in accordance with
the AdditionAl Provjsioils section l'lf the Nota. In the event any Event of Df9'faul( is not cured within the cure pf!riod set rorth in the Note, such
defau(l shall Ue- deemed en Event of Default hereunder.
Defective Colfateralization. as described herein, and the provisio-n which sets forth such des-cription, is hereby deletetl in its entirety.
Financial Reporting. While the Loan remains outstanding, the Grantor shall cause the following to be delivered to the Lender, which shall be i11
form and detail acceptable to the lender:
(al As soon as available and in any event on or be for"' March 15 of each ye-ar, the unaudited/internal balance sheet and statements of
income of the Grantors for the fiscal year ending on December 31 of the previous year, prepared on a consolidating and consolidated basis, in
reasonable detail and in accordarlCP, with GAAP.
(b} As soon as_ available and in any event on or before June. 15 of each year, the audited financial statements of the Cirantor for !he
fiscal year ending on December 31 of the previous year, with the opinion of independent certified public accountants selected by the Grantor
anti acceptable to the LendRr, whi-ch annual rinancial statements shall include th8 Grnntor's balance sheet as At the end of such fiscal t;tnd
the n'!lated statements of the Grantor's retafned earnings anti cash flows for the fiscal Year then ended, prepared on a and
crmRolidAting basis, all in reasonable detail and in accordance with GAAP, together with copies of an managernent letters prepared such
ar:r:ountants.
Fnr purposes of the foregoing GAAP" shall mean accepted accounting principles, applied on 6 basis consistent with the
accQunting practices applied in the financial statements rlelivered by the Grantor to the Lemler prior to closing on the Loan.
To the exnmt th'l terms and condition!l- sP.t forth in this Additional Provisions Section of thls Business loan Agreement uuntradic't with nther
term!'; nnd conditions set forth in the body of thf.! Business Loan Agreement, this Additional section shall controL"
MISCELLANEOUS, PROVISIONS. The following miscellaneous provisions are a part pf this Agreement:
Amendments. This Agreement, together with any Related Documents, constitutes tha entire underst-.ntling and agreement of Lhe parties
a!': to the matters set rorrh in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in Writing
and signed by the. party or parties !!OUght to be charged or bound by Lhe alteration qr amendment.
Attorm1ys' Faes; Expenses_ Borrower agrees to pay upon demand all of Lender's reasonable costs and expenses, including Lender's
fees and lender's legal expenses, incurred in connection witt"l the enforcement of this Agreement. Lender enay hire or pay
else Io help enforce this Agreement, And Bonower shall pay the reasonable costs and expenses of such enforcement. Costs and
expenses include lender's attornflys' fees and legal ex:penses whether or not there is a including attorneys fees and legAl
exwmses for bc=mkruptr.-v proceedings (including efforts to modify or vacate any automatic !'lray or injunction), apf)eals, and any anticipated
nost-judgment collection seryices. Borrower also shall pay alf court costs and such additional fees as nmy be directed hy the court.
Caption Headings_ Caption hec=uJingS in this Agreement are for convenience purnoses only anrl are not to hP. used to interpret or define the-
provisions or this Agreement.
Consent to loon Participation. Borrower agrees and r:onsents to lender's s-ale or transfer, whether now or later, of one or more
interests in the to orie or more purchasers, whether related or unrelated to Lender. Leml-er may provirle, without any
limitation whatsoever. to any or more purchasers . or potential pUrchasers, any information or knowledge lender may have about
BorriJwer or about any other matter relating to the Loan, and Borrc;wer hereby walves any rfght.s to privacy BorrowAr may have with respect
w sur.h matters. Borrower additionally waives any and all notices of sale of participation intereSts, as wall as aJ1 notices of any repurr.hase
of such participation interests. Bnrmwffl' also agrees that the purchasers of any such participation interests wilt he considered ils the
absolute owners of such interests in the Loan and will all the rights granted Under the particination agraP.ment or Agreements
governing the sale of such particinetion inten;lsts. Borrower further waives aH rights of offset or counterr..hlim that it may have now rJr
agRinst Lenrler or agninst any purchaser of such a Participation interest and uncOnditionally agrees that ehher lender or such purchaser may
enforcB BorrowRr's ohligation under the Loan irrespective of the failure or insolvency of any holder of any intemst in the Loan. Borrowor
further agree!'i that the purchaser of any such particlration interests may enforce its interests irrespective of any personal claims or
defenses that Borrower may have .flgainst len9er.
Law. This Agreement will bA goveTned by federal law applicable to Lender and. to the extent not preempted by federal law, the-
law9 of the State of ColorftdO without regard to its conflicts of law provis.ions. This Agreement has been accepted by lender in the State
of Colorado. .
Choice uf Venue. lf thP.re is a lawsuit, Borrower agrees 1,.1pon Lender's request to submit lo the jurisdiction of the courts of Eagle County;
State o( Colorado.
Joint and Several Liability. All obligations of Borrower under this AgreP.ment shall he joint Bnd several, ond all references lo Borrower shaU
mean each and every -Borrower. This means that each Borrow.er signing below is responsible for all obligstions in this AgreAment. Where
any nne or mom of the pRrties is a corporation, partnership, limited liability company or similar entjty, it is not necessary for Lender to
inquire into the powars of any of the officers. directors, partners, members, or other agents acting or purporting to act on the entity's
behalr. and any Obligations made or created in reliance upon the professed exercise of powers shall be guaranteed under this
Agreement.
No W;odver by Lender. LendP.r shall not be deemed tO- have waived any rights under this Agreement unless such WAiver is given in writing
and !;.igned by Lender. No delay or on the part of Lender in exercising any right shalt operate RS f;l waiver of such right or any
other right. A waiver by lender qf a provision of this Agreement shall not prejudice or constitute a waiver of lender's right otherwise to
dern.::tnd strict c;omptiance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of
dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of
Borrower's or any Grantor's as to any future transactions_ Whenever the consent of LenrJer is required under this Agreement,
the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such .consent
is rP.quired anti !n all cases such consent may be granted or withheld in the sole discretion of Lender.
Notices:. Any notice required to be given under this Agreement shall be given in writing. and shall be effective when actuallY delivered,
whl;!n actuaJl)' received by \unless otherwise required by law). when depositerJ with a nationally recognized overnight courier,
or, ff m(tiled, when tlepoSite(l in the United States moil, as first class, certified or registered mail postage prepaid, .directed to the
shown m'!ar !he beginning of this Agreement. Any p(lrty mRy chAnge its- adrlrP.ss for notices under this by giving formal wrllten
notice to the other parties, specifying that the purpose of the notice is to change the porty's address. For notice purposP.s,
agrees to keep Lender informed at all times .{)f Borrower's current address. Unless otherwise provided or rP.quired by law, if there Is more
than onP. Borrower, any notice given by Lender to any Bonower is deemed to be notice gNen to all Borrowers.
Severahility. If a cOIJrt of competP.nt jurisdiction finds any provision of this Agreement to be. illegal, invAlid, or unenforceRhle as to any
rP--r.son or r:irr.umstflnce, that finding shall not make the offending provision illegal, invalid, or as to any o1her or
!F thP. nffl"nclinCJ nrnvision he considered modifie-d so that it become.s leqat valid .find enforce;:.ble. If the.
Loan No: 4450362601
BUSINESS LOAN AGREEMENT
(Continued) Page 6
offending provision cannot be so modified, It shall be considered deleted from this Agreement. Unless otherwise required hy law, lhe
illegaiity, invalidity, or unentorceabUity of any provision of lhis Agreement shall not affect the legality, validity or enforceability of any other
provision of this Agrattment.
Subsidiaries and Affiliates of To the extent the -context of any provisions of this Agreement make.s it appropriate, including
without limittttion any represemation, warrfinty or covenanL he word '"Borrower"' es used in this Agreement shull include ull of Borrower's
subsidiaries end affiliates. Notwithstanding the foregofng however
1
under no circumstances shall thls Agreement be construed to require
Lender to make any Loan Ol' other financial accommodation to any ot Borrower's subsidi<J.ries or .affiliates.
Succeasors and Assigf!s. AJI covenants agreements by or on behalf of Borrower contsined in this Agreement or any
Documents shall bind Burrower's successors and assigns and shall inure to the benefit Clf Lender and its successors and assigns. Borrower
shall not, hoWever, have the right Lo assign Borrower's rights under this Aweement or any interest therein, without the prior written
of Lender.
Survival of Repre5entation.s and Warranties. Borrower understands and agrees that in m-aking the Loan. Lender is relying on all
representations, warranties, fmd covenants mada by Borrower in this Agreement or in any certificate or other instrument delivered by
Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of 8ny investigation made by
Lender, all representations, warranties and covenants wUI survive the mek.ing of the Loan and delivery to Lender of the Relatad
Documents. shell be continuing ln nature, and shall remain in full force and effect until such rime as Borrower's Indebtedness shall be paid
in full, or unril this Agreement shall be terminated in the manner provided above, whichever is the lest to occur,
Time is of the Esaence. lime is of the essence in the performance of this Agreement.
Wnive Jury. All pertles to this Agreement hereby waive the right to any jury trial in any action. or countercluDn brought by any
party Dgainst any other pany.
DEFINITIONS. The foUowing capitalized words and terms shall have the following meanings when used In this Agreement. Unless specifically
st!Hed to the contrary, ell references to dollar amounts shall mean amounts in lawful money ot the United States ot America. WorJs and terms
used in the singular shall include the plural. and the plural shall include the singular. as the: context may require. Words and terms not -otherwise
defined in this Agreement shall have the meanings attributed to such terms in the !Jniform Commercial Code. Accounting words end terms not
otherwise defined in this shall have the meanings assigned to them in acCordance with generally accepted accounting principles as in
effect on the date of this Agreement:
Advance. The word .. Advance"' means a disbursement of Loan fun.ds made, or to be made, tb Borrower or on Borrower's behalf on a line
of credit or multiple advance basis under the terms and conditions of this Agreement.
Agreement. The word .. Agreement'" means this Business Loan Agreement. as this Business Loan Agreement may be amended or modi tied
from time to dme, together with aU exhibits and sche.dules attached to this Business Loan Agreement from time to time.
Bormwer. The word "Borrower" moans CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY; and CORDILLERA
F&B, LLC, A DELAWARE LIMITED LIABILITY COMPANY Lind includes all co-signers f!nd co-makers signing the Note and alltheil' successors
and assigns.
CollateraL The word .. Collatera-l'" means all property and assets granted as collateral security for a Loan. whether real or personal property,
whether granted dir.ectly or indirectly. whether granted now or in the future. and whether granted in the form of a security in1tnist,
mortgage, collateral mortgage, deed of assignment, pledge. crop pledge, chanet mortgage, collateral chattel mortgage, chattel
factors lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention lease or consrgmnent Intended as a
security device, or any other or lien interest whotspever, whether created by law, contract, or otherwise.
EnWonmental Laws. The words "Environmental Laws mean any and all state, federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment, including without limiTation the Comprehensive Environmental Re-sponse,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("'CEACLA'"), the Superfund Amendn1ents and
Reauthorization Act of 1986, Pub. L No. 99-499 I"SARA"l, tha Hazardous Materials. Transportation Act. 49 U.S.C. Seclion 1801, et seq.,
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable stale or federal laws, rules, or
regulations adopted pursmmt thereto.
Event of Defauk. The words "Event of Default mean any of the events bf default set forth in this Agreement in the default of this
Agreement.
GAAP. The word .. GAAP" meens generally .accepted accounting principleS.
Granto.-. The word .. Grantor" means each and all of the persons or entities grantJng a Security Interest in any Colfaterar for the Loan,
including without limitation all Borrowers granting such a Security Interest.
Gwu-nntor. The word "Guarantor" means any guarantor, surety, or acCommodation party of any or all of the Loan.
GuarBnty. The word "'Guaranty" means the guaranty from Guarantor to lender, including without limitation a guaranty of all or part of the
Note.
Ha:zardous Substances. The word& "Hazardous Substances'" mean materials that, because ot their quantity, concentration or physical,
chemival or infectious characteristics. mey cause or a present or potential hazard to human health or the environment when
improperly used, stored, disposed ot! generated, manufactured, transported or otherwise handled. The words '"Ha-zardous
Substances"' are used in their very bl'oedest sense and include without limitation any and all or toxic s1,1bstences, materials or
wBste as de lined by or listed under the Environmental Laws. The term "Hazardous Sub:nances also includes, wllhoutlirnitation, petroleum
and petroleum or cmy fr'action thereof and asbestos.
Indebtedness. The word "lndebtedness" means the indebtedness evidenced by the Note or Related Documents, including aU principal and
interest toge.thel' with a-ll othar indebtedness and costs and expenses fol' which Borrower is responsible under this Agreement or under any
of the Relatt;d Documents.
Lender. The word "Lender means Alpine Bank, A Colorado Bf:lnking Corporation, its successors and assigns.
Loan. The word "Loan means any and aU loans and financial accommodations from Lender to Borrower whether now or hereafter
existing. end however evidenced, including without limitation those loans and financial accommodations described herein or t.lescribed on
any eX-hibit or schedule attached to this Ayreement from time to time.
Nota. The word "Note" maons the Note executed by CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY; and
CORDILLERA F&B, LLC, A DELAWARE LIMITED LIABILITY COMPANY in the principal amount of $13,700,000.00 dated June 26, 2009,
toyether with all renewals of, extension!:! of. modifications uf .. retinanGings of, consolidations of. and substitutjons for the nota or credit
agreement.
Permitted liens. The words '"Permitted Liens mean (1) liens and security interests securing Indebtedness owed by Borrower to Lendt::r;
(2) litms for taxes, or sim'itar charges eith,er not ve.t due or being contested in good fbith; (3) liens of materialmen,
mechanics, warehousemen, or carriers, or other like tiens arising in the ordinary course of business and :Sacuring obligations which not
yet delinquent; (4) purchetse money liens or purchase money security interests upon or in any property acquired or held by Borrower in the
ordinary course of to sepure indeqtedness outstanding on the dHte of this Agreement or .permitted to be under the
parayraph of Agreement tilled "Indebtedness and Liens'"; (5) liens and security interests Which, as ot the date of this Agreement.
been to and approved by the in writing; and (6} those liens and security interests which in the aggrt::gate constitute
an immateriaJ emd insignificant monetary amount with respect to the net vttlue of Borrower's as6ets.
Related The words Related Documents"' mean aU promissory notes6 credit agr-eements,. loan agreements, environmenti:ll
agreements, guaranties, security ayreements, mortga,ges, deeds of trust, security deeds, coll&leral mortgages,. and all OLher instruments.
!:JOd document$, whether now or hereafter existing, exeCuted in connection with the Loan.
Security Agreement. The Words security Agreement"' mean and include without limitation any agreements, promises. covenants,
arrangements, Ltnderstandings or other agreements, whether created by law, c-ontract, or otherw-ise, evidencing, governing, representing. or
B Secw-ity interest.
Security Interest. The words .. Security lnterasr"' mean, without any and all types of collateral security, present and futur-e,
whethor in 1he form of a lien, charge, encumbrance, mortgage, deed ot trust, security dead, asignment. pledge, crop pledge, chottel
mo.rtgage1 collaterai ch1:tltel mortgage, chattel trust, factor's lien, equipment trust, conditional .sale, trust receipt, lien or title retention
contract, fease or consignment intended as a security device ... or any other security or lien whatsoever whether creEited by
contract, or otherwise.
loan No: 4450362601
BUSINESS LOAN AGREEMENT
(Continued) Page 7
BORROWER ACKNOWLEDGES HAVING READ All THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT AND BORROWER AGREES TO
ITS TERMS. THIS BUSINESS LOAN AGREEMENT IS PA TED JUNE 26, 2009.
BORROWER:
CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY
CGH MANAGER, LLC, MANAGER of CORDILLERA GOLF ClUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY

SIGNER FOR CGHMANA ER;u:c
CORDILLERA F&B, LLC. A DELAWARE LIMITED LIABILITY COMPANY
By:
D. WILHELM, sou: MANAGER of
CORDillERA F&B, LLC, A DELAWARE LIMITED
LIABILITY COMPANY
lENDER:
01:12230186.2
Exhibit B
Alpine Note
PROMISSORY NOTE
... ';J' 1:. ....
Rerenmces in the boxes nbove arP.- fnr Lender's use only and do not limit the apnlicability of this document to any particular loan or item.
Any ilf!m above .. has been omitted due to text length limitations.
Borrower: CORDILLERA GOLF CLUB, LLC, A DELAWARE
LIMITED LIABILITY COMPANY
CORDILLERA F&B. LLC, A DELAWARE LIMITED
LIABILITY COMPANY
PO BOX 988
EDWARDS, CO 81632
Principal Amount: $13,700,000.00
Lender: Alpine- Bank, A Co-lorado BRnking Cor-poration
Alpine Bank Vail
12 Vaff Road, Suits 200
Vail, CO 81657
(9701 476-8700
Date of Note: June 26, 2009
PROM.ISE TO PA.Y. CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY; and CORDILLERA F&B. LLC, A. DELAWARE
LJMJTED LIABILITY COMPANY { .. Borrower .. ) jointly and severally promise to pay to Alpjne Bank, A Colorado Banking COI"poretion ("Lender}, or
order, in lawful money of the United States of the princip81 amount of Thirteeo MOnon Seven Hundred Thousand & 00/100 Dollars
l$13. 700.000.00). together with interest on the unpaid principal balance from June 26. 2009, 1.1ntU paid in full.
PAYMENT. Borrower will pay this loan in one principal payment of plus interest on June 26, 2012. This payrnent due On
JliJIR 26. 20 T2. will be for an principH:I and an accrued interest not ye1 paid. lrt addition, Borrowet wiD pay regular monthly payments of oil
accrued unpaid due as of each payment date. begJnning July 26, 2009. with aH subse-quent interest payments to be due on the same
day or each mon1h after that. Unless otherwise agreed or required by applicable payments will be applied to Alpine Protection Plus. then to
Escrow pByments. then to Accrued tntore.st,. than to Principal. then to any' late Charges, then to Collection Costs. Borrower will pay lender at
Landtn's addrP..Ss shown above or i'lt such other place as Lender may designate in
VARIABLE INTEREST RATE. 1he inter'e,!;t rate on this NolA is subject to change from tima to time based on changes in an independent index
which is thP. JP MorgAn ChasP. Brmk prime rate a!'> rJOSted at www .jpmorganchase.com (the "Index"). fhe Index is not necessarily lhe lowesr
nJtP. r.hargerl hy Lender nn ifs If the Index bP.comes unavailable dwring the term of this loan, Lender may designate a substitute index af\er
notifying Borrower. LP.nder will tell Borrower !he current lnUex rRta upon Borrower"s request. The intereSt mte change will not ocr:ur more
often thRn P.Rch dRy. Borrowf'lr undP.rslanrfs that L13nder may rnake loans b<Jsed on other ratF.Is as well. The lnde-,r: currently is 3.250% per
annum. The m(e to he lo the unpaid principAl bHianr::l;! or this Note will be Qalculatf!d As described in the "lNTEREST
CALCULATION METHOD" paragrAph using a rate of 2. 750 percp.ntege points pVer the Index, a<ijusted H 1ier:essary for any mir,imum <Jnd
mRximum rate limitations described below, res111ting in Rn initial r<Jte of 6.000%. NOTICE: Under no circumstAncP.-s will the intFJrest rate on thi.s
Note he !P.ss lhan 6.000% pflr annum or more than {except for any higher default rete shown below) the lessP.r of 24.000% per Rnnum or thR
tna>timum rflte allowed by law.
INTEREST CALCULATfON METHOD. Interest on this Note is computed on a 365/360 basis: that is, by applying the ratio of the interest rate
over n year of 360 days. multiplied by the outstanding principal balance. multiplied by the actual number of days tho principal balance is
outstanding. All interest payable under Nolo is computed using jhis method. This calculation method resufts in a higher effective interest
ra.te thao the numeric interest rate 9tated in this Note. {Initial Here __j{]Z. tLT;. ____ }
PREPAYMENT; MINIMUM INTEREST CHARGE. Borrower agrees that an loan fees and other prepaid financo charg9s are earned fulty as of the
rJete of !hP. loan Eiild will not hP. subject to refund upon early payment (whether voluntary or as a result of default), exCept as otherwise required
by law. In any event, P.ven upon full prepayment of this Note, Borrower understands that Lender is entitled to a mioimum interest charge of
.$250.00. Other than Borrower's obligation to pay any minimum interest charge. Borrower may pay withol,lt penalty aU or 8 portirJn or the
Qwed than it is due. payments will not, unless lo hy Lender in writing, relieve Borrower of obligalion to
c:ontinue lo mHkA payments under the payment schedule. Rather, early payments will reduce the principal balance due. Borrower a-grees not to
send Lender payments marked "paid in "without recourse", or similar language. If Borrower sends suc.h a payment, Lender may accept it
without lasing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written
ct.tmnmnk-Rtions concerning drf;puted amounts, including nny check or other payment instrument that indicates tha1 thR payment
,._paymP.nt in fult" of the amOunt -owed or that is ten<iered with other conditions or limitations or as full satisfaction oF 8 disputed amount must be
mctiled ordBiivered to: Alpine Bank, A Colorado Banking Corporation; Alpine Bank VaiJ; 12 Vail Road, Suite 200: Vail, CO 81657.
LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.000% of the unpaid portion of the regularly scheduled
paymant_
INTEREST AFTER PEFAULT. Upon default. including failure to pay upon final maturity, the interest rate on this Note shall be increased to
24.000%. However, in no event will the int.erest rate exceed the maximum interest rate limitations under applicable law.
DEFAULT. Each of the following shall constit.ute f.ln of default ('"Event of Defauft .. } under this Note:
Payment Default. Borrower f<Jils to make any payment When due under this Note.
Other Defautts. Borrower fails to comply with or to perform any other term, obligation, covenan1 or condition contained in this Nole or in
f\OY of the. relatP.d documents or to comply with or to per'form any term, obligation, covenant or condition contained in any other agreement
between Lender and BorroWer.
Default in Favor of Third Parties. Borrower .or Hny Grantor defaults 1.,1nder any loan, extension of .credit, security agre.ement. or
s<JJP.!'3 or Rny other agreement. in favor rJf any other c-reditor or pArson that may materially affect any or Borrower's property or
Borrower's ability to re-pay this Note or perform Borrower's obligations under this Note or any of the related documents.
False Sta'tements. Any warranty, repre!;entation or -statement made o"r furnished to Lender by Borrower or on BorrowP.r's behalf under this
Note or the related is false or misleading in any materiel respect, either now or at the time madP- or furnished or l>ecomes false
or misleading at any time therenfter.
Death or Insolvency. The dissolution of Borrower {regardless or Whether election to continua is made), any member whhdraws from
or any other termination bf existence as a gOing business or the dP.ath or any mr.mber, the ins.olven.cy of Borrower,
the Appointment of a receiver for any pert of Borrower's rroperty. any for the b9nefit of crATJitors, any type. of creditor
or the GfJillmenc.ement of any procee(.ling umler -lirly or laws by or against Borrowp,r.
Gredftor- or Forfeilllrfl Proceedings. Commericmnenl ol fmeclosure or forreilure proceedings. whether by judicial SP.If-help,
or Hny other method, by any creditor of Borrower or by any governmental Hgancy agninst any collateral securing the lrJan.
This: incJudes i." garnishment of any of Borrower's accounts, including deposit ACcounts, with Lender. Howtwer, this Event of DefAult shall
not apply if the1P. is a g11od raith dispute by Borrower as to thfl validity or reasonableness .of the claim which is the basis or creditor or
forfeiture rroceeding and H BorroV'{er gives Lender written ootice nf the creditor or forfeiture proceeding and deposits with LendP.r monies 01
a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being <Jn adequate
reseNe or bond tor the dispute.
Events Affecting Guarantor. Any of' he preceding evFmts occurs respect to any Guarantor of any of the indebtl:'dnaF;s or any
Guarantor die" or incompetent, or revokes or disputes the validity of, or liability under, any guar<Jnty of thf!
eviUencP.fj by this Note.
Adverse Change. A material adverse change occurs in financial condition, or Lender believes tile proSpP,ct of pAyment or
of this Note is impaired.
Insecurity. Lend-er in gOod faith believes itself insecure.
Cure Provisions. If any default. other than a defaull in payment is curab1e and if Borrower has not been given a notice of breach of the
same provision of this Note 'within the preceding twalve (12} months, it may be cured if after receiving written notice from
Lender demandin!l cure of such default: 111 cures the default within twenty (20) -days; or {2) if the cure requires more than twenty 120)
days. immediatA-Iy initiates steps which Lender deems in L.ender"s sole discretion lo bP. to cure thP. and thereafter
continues and completes all reasonable Rnd necessary steps Sufficient to produce compliance as soon as reasonsb1y practical.
LENDER'S RIGHTS. Upon default, Lender rriay declare the entire 1.lnpafd principal balance under this Note and all accrued unpaid interest
Immediately due, and then Borrower will pay that amount.
ATTORNEYS' FEES; EXPENSES. Lender mElY hire or pay someone etse to help coller;t this Note if Borrnwer does not pay. Borrower will pay
Lqnder the reasonable costs of such colleCtion. This includes, subjeGt to any limits under applicable law, Lender's attorneys' rees anrJ lender's
IP.gRI whethli!r or not there is a lawsuit. includiflg Without limitation attorn-eys' fees and legal :e1CpP.nses for bankruptcy proceedings
(including P.-ffurts to modify or vacate any automatic slay or injunction}, and appeRls. If not prohibite:d by law. Borrower alsn will pay
;mv f:p" t nc;f in mldhinn tn all mhf!r sums provirlerl by IHW.
loan No: 4450362601
PROMISSORY NOTE
(Continued) Pogo 2
JURY WAIVER. Lander and Bor..-owar haroby waive the right to any jury trjal in any action. procooding, or counterclaim brought by ejther lender
or BoRower against the other.
GOVERNING LAW. This Note will be govet"ned by federal law applicable to Lender end. to the extent not preempted by federal law, the lows of
the State of Colorado without regard to its conflicts of law provisions. This has been accepted by Lender in the Sta.te of Cohxado.
CHOICE OF VENUE. It there is a lawsuit, Borrower agrees upon Le-nders reQuest to submit to the jurisdicdon of the courts of Eagle County,
State of Cotorado.
DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $40.00 if Borrower makes a payment on BorroWer's loan and (he check or
prea.uthurized charge with which Borrower pays is later dishonored.
RIGHT Of SETOFF. To the extent permitted by applicable law, Lender re.serves a right of setoff in all Borrowers accounts with Lender {whether
checking, or some other account). This includes all accounts Borrower holds jointly. with sOmeone else and aU accounts Borrower may
open in the future. However, this does not any IRA or Keogh accounts, or any trust accounts tor which setoff Wllulc! be by
law. Borrower authorizes LcnJer, to the perrnitled by applicable to charge or setoff all sums owing on the:: ;;gainst auy
and all such accounts.
FEDERAL COURT WAIVER. Lender anQ I hereby waive the right to remove any dispute which is in litigation in stat.e courts to the courts.
ADDITIONAL PROMISSORY NOTE PROVISIONS. "Notwithstanding anything to the contrary set forth in the Default Provision herein, Borrower
may cure any Event of Defiiuft within five (5) calendar days aher notice of such ot Default l>y Lender. tn the event any of Default is
not cured within the cure period referenced above, such default shllll btl deemed an Event ot D.ef.ault hereunder.
ln furtherance of Borrower's right to cure an Event ot Default as provided herein, Borrower will pa"y Lender reasonable costs of collection upon
expiration of Borrower's failurf3i to cure period without cure.
A ""member withdrawal" under Event of D'efault shall not include any change in ownership of twenty-five percent {25%) or more of the
owner:;;hip interests of such Borrower, whether by assignment, tnmsfer, conveyance, resignation or expulsion of a member at sut;h Borrower or
by dilution or otherwise:!, or the resignation, expulsion or remoyal of any managing member ot such Borrower.
A Default in Favor ot Third Parties by Borrower on "any other agreefllent'
1
must. be ln excess of $25,000.00.
Event_s Affecting Guarantor not Include Guarantors death or incompe1.ency insofar as David A. Wilhelm as Guarantor.
All golf course memberships of all categories and all privileges with respect to all golf course propertie::s and now or hereafter .owned by
Borrower, including but not limited to memberships to Ue issued punwant to the Membership Plan for The Club at Cordillera Amended and
Restated Novc:mber 30, 2007 and any amendments-. modifications, supplemems or restatements thereof (the "Memberships"} are em;umbercd
tor repayment of the Nole in accordance herewith.
sales revanues as aU revenues, whether in the form of a iump sum payment or any in:;lellments or on any other credit
termS, from the sale, e1<change or upgrade of memberships including but not limited to sales of or u(Jgrades to Premier MemUerships with
Legacy Privfleges, the "Net Sales Revenues "l shall be repaid on a priority basis as follows;
First, up to including the first In Net Sales Revenues shall be- paid to to satk.fy the (squired $1,000,000.00
dnnual reduction hereunder (lhe "Principal Reducti-on .. ). "Annual" and ., Annual Period" for Net Sale!i means the
for each period, Gommencing from the of the Note to each annum anniversary until the Note is paid in tull;
Second. provided the Principar Reduction for the applicable Annual Period has been satisfied (or the deficit is made up by Borrower tram other
sources to pay the 1,000.000.00 annual principal reductio'n due Lent.ler). Borrower shall be entitled to retain the remaining Net Sales Revenues
until Borrower has rece.ived Net Sale-s Revenues pursuant to this subsection, durin.g such Annual Period and during all other Annual Periods. in
a_ggregate sum at $3,500,000.00 (the "Borrower's Membefship Disbursement"};
Third, provided the Principal Reduction for Lhe applicable Annual Period has been satisHed (or the deficit is made up by Borrower from other
sources). and provided Borrower has received Borrower's Membership Dfsbursement. there shall be deducted from the remaining Net Sales
Revenues sufficient reserve amounts for; (a) approved capital expenditures; and .(b) accrued and unpaid, as well ets projected, operating losses,
in each case in such amounts as stH forth in the budget approved by Lender (collectively, the '"Reserves'"); and
Fourthf provided the Principal Reduction for the applicable. Annual Period has been satisfied (or the deficit Is made up l>y Borrower from other
Borrower has receivtld Borrower's Membership Disbursement, and Borrower has set aside sufficjent amountS lo fund the Raserves, all
remaining Net Sales Revenues for the appHcable Annual Period shall be ellocaled as follows: (i) one-half (1/2) to Borrower; and (1/2) to
Lender, to applied first to accrued, but unpaid interest and then to Lhe principal balance ov.{ing under the Note.
Notwithstanding the foregoing, should any Event of Default occur with resp.ect to .anv of the obligations herein, all Net Sales Revenues (Including
Income From Dues, as such !.>apitttlized term is defined herein) shall be paid to Lender, La the eXclusion of Borrower, to be on -account of
the obligations herein.
Provided there is no Event of Default all dues, assessments, fees or other charges, together with interest thereon it applicahle,
payable to Borrower by or on .account of the Memberships (Income from Dues) shall be retained by Borrower. In the event of any Event of
Default with resp_ect to any ot the obligations described herein, alllncome From Dues shall be paid to Lender, to the of Borrower, to be
applied on -account of the ol>ligations described herejn_
All checks constituting Net SaleS Revenues shall be sent to Lender at 12 Vail Road, SWte 200, in Vail. Colorado 61657 or such other address as
lender rnay designate tram time to time (the Lock Box''). The fo-regoing requirement that all sut;h payments go to the Lock Box also applies to
payment in other f-orms such as cash or wire transfers. All Net Sales Revenues deposited to the Lock Bo1< shall be disbursed by Lender in
accordance with this Note. Borrower shall deposit all Nat Sales Revenues it receives directly t-O the Lock Box not later than the first BusineSs
Day atler the receipt thereof. "'Business Day'" means any day than a Saturday., Sunday or a legal holiday on which banks are authorized or
required to be closed for the conduct of commercial business in Denver, Colorado. Within ten (1 0) business days atter the end of each
calendar month, Bp,rrower shall submit to lender a .certified stater'nent of aU Net Sales Revenues collected during the preceding calender month.
Such submission shall be accompanied by reasonably detailed records. together with back-up information attached thereto, all of which shall be
in form and substance satisfactory to Lender, indicating the source and amount of all Net Sates Revenues for the preceding month. Lender or its
designees shall have the right, upon prior written notice to Borrower, to review all of the books and records kept by Borrower. and to make
copies and extracts from foregoing re'Cords. Borrower hereby ratifies and confirms irrevocably that any and all Ner Revenues received
on or aftdr the date hereof {regardless of when rece.ived) shall, it received by Borrower on or att.::r the date herldo-f
1
l>e remitted to the Lock Box
not later than the first Business Day Hfter receipt therBOf and it thHreafter received by Borrower endorsed (if necessary)" by Borrower and made
payable to the order of Borrower as agent for The. Lock Box shsli be established in the form ot an account with lender under
Borrower's federal taxpayer identification numbers. .
It prior to the second of the Loan, the loan balance fa reduced to e,9,00D,000.00l the remaining loan balance will be amortized over
a ten (1 0) year period for the last twelve (1 2} remaining months of the Term.
All Borrower, Borrower atfiliates and club operation entities (if different from Borrower during Lhe Term of the Loan), deposit account(sJ must be
maintained with Lender throughout the Term of the Loan; provided, however. thaL deposit account Is) for all CordHiera F&B u.ftiliates .shall be
transferred to Lender within ninety (90) days of the date of this Note.
oeath or Insolvency shall not equate to any change of control whiCh means any change in ownership of twenty-five percent 125%) or more of
th& ownership interests of Grcmtor, whether by assignment, transfer, c.onveyance
1
resi\.]nation or expulsion ot a -rnernbar of such Grantor or by
dilution or otherwise, or the resignation, expulsion or removal of any man-aging mamher of such Gran LOr.
To rhe e1<tent the terms and c-onditions set forth in this Additional Provisions section of the Note contradict with oiher terrils and conditions set
forth in the body ot the this Additional Provisions section shall contr9l.
10
SUCCESSOR INTERESTS. The terms of this Note s-hall be binding upon Borrower, and upon Borrower's heirs. personal representatives,
successors and assigns, and shall inure to the benefit of Lender and its successors and assigns.
NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES. Please nodty us if we report any inaccurate
InfOrmation about your account{s) to a consumer repOrting agency. Your written notice describiilg the specific inaccuracy(ies) should be- sent to
us at the following address: Alpine Bank, A Colorado Banking Corporation, Alpine Bank Vail, 12 Vail Road, Suite 200, Vail, CO 81657.
GENERAL PROVISIONS. It any part of this Note cannot be enfo.rced, this fact will not affect the rest ot the Note. Lender may delay or torgo
enforcing any of its rights or remedies under this Note without losing them. Each Borrower understands and agrees that, with or without notice
to Borrower, Lender may with respect to any other Borrower {a) mak.e one or more additional secured or unsecured loans or olherwise
addtticmel credit; {b) altar, coninromise, e)(Lend, se-celarate, or otherwise chanoe one or more times the lime for paymttnt or other terms
Loan No: 4450362601
PROMISSORY NOTE
{Continued)
Page 3
or :my ir.duding increases and decreases of the of interest on the indebtedness; {r..} exchange, fl.nforce, waive, suborrfinoter
f8il nr not to perfer.t, release Rny security, with or without I he substitution of new collateral; (d) apply sur..h seGurity and direr,:t thP.
order or 0r thereof, inch.ding without llmitation, -any non-judicial sale f)Bfmitted by the terms of the controlling E'lgreemaots,
;:u;. Lender in ils discretion rJP.termine; (e) release, suhstitute, agree not lo sue, or deal with .any one or of Borrower's sureties,
endorser!>, or other guanmtors rm any terms or in Any manner Lenrler may and In determine how, !JVhen and what application or
uayrnents and credits shttll be madH on any other indebtedness owing by such other Borrowgr-. Borrower :mtl any other person who signs,
gwuantees or endorses this Note, \0 the exrent allowed by tRw, warve presen1ment, demand ror payrnent, and notica of dishonor. Upon any
c:hrmqe in the terms of thi.s and vnless otherwise expressly stated in writing, no party who 1his Note, whP.ther as maker, gwuantor,
::lr.cornmodation maker or endorser, shall he released from liability. AU :SIJCh narties agree thBf Lender may renaw or {repeatedly and for
any length of timP.l this or any perty or guarantor or collateral; or impair, fail to realize upon or pflrfeGt Lender's security intere5t in
the Rnrl any other deemed neces&ary by Lender without the consent of or notice to anyone. All such parties 11!so l3grAf.!
thAt LP.nder mE'Iy modify this lOAn without the consent of nr nolice to anyone othm than the party with whorn the modification i.a madP..
obHgations under I his Note are joint and st;!veral.
PRIOR TO SIGNING THIS NOTE, EACH. BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE
VARIABLE INTEREST RATE PROVISIONS. EACH BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
CORDILLERA GOLF CLUB. LLC, A OELAWARE LIMITED LIABILITY COMPANY
. . R. LLC. M,AYGER of CORDir;ER'j?OlF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY
Bv=.
A HORIZED SIGNER FOR CGH MANAGER, LLC
F&B, LLC, A liABILITY COMPANY
By:
>il;;,fRICK D. WilHElM. SOlE MANAGER <JI
CORDILLERA P&B. LLC, A DElAWARE liMITED
LIABILITY COMPANY
01:12230186.2
Exhibit C
Alpine Deed of Trust
200912623 1 of 63
RECORDATION REQUESTED BY:
AJuin Bank. A llmilin!l Cofl'Orati""
AJp&n.. Bank Vail
12 V01l RDIId. Suite 200
Voll, CO 81657
WHEN RECORDED MAIL TO:
Alpino Bank
400 7th SU..t Satrih
Rlllo, CO 81650
SEND TAX NOTICES TO:
CORDillERA GOLf CUJB. l.LC, A DELAWARE
UMITED I..JASIUTY COMPANY
COROIU.ERA F&B, U.C, A DELAWARE UIIITED
LlABIUTY COUPAIIY
PO BOX ll8ll
EPWAAP, CO 31632
DEED OF TRUST
EAGLE COUNTY, CO 200912623
TDJ: J :HMClNTON
=.,

I,ZAM 0 6/2 9/2 0 09

FOR BEcoRDER"S usE ONLY
MAXIMUM PRINCIPAL AMOUNT SE.CtiRED. Tho l..Mtn of ttU; of I rust shati not eXc.e&d at arry one !irne '51:3. 700,000.00 ma::opt
alltMed LJilder aw'icable Cotorada law.
THIS DEED Of TRUST is dated June 26, 2009, among CORDILLERA. GOLF CLUB, LLC, A DEI.AWARE
LIMITED LIABIUTY COMPANY nd CCRDILL.ERA Fl.B, LLC, A DELAWARE UMITED LIABILITY COMPANY
CGrantor1; Alpine Bank. A Colorado Banking whose addres5 is Alpine Bank. Van. 12 Vaij
Road, Suite 200, Vall, CO 81657 (rafe!Ted to below 50melimes as "Lender"' and sometimes as
"Beneficiary1; and the Public Trustee of EAGLE County, Colorado (rsf11rred to belcw as I rustee ").
=NVEYAHCE AND GRANT. F..- v.oluablo considoroti-. Gno- hOroi>\' lnrWfaD ond ... II> T ........ lot" tho
bonaflt at Lonoiet "" BenricDiry aJ ol Gmnlor's right ti11e. and intecest. in and 1D the following desaibe<l J8al cropett'f. tooelhw will1
all existing ot .subsequentty .erec:IBd or atfi:xed buildings.. lnprovement5 and fndJJres; al e8!temefl{S, right$ af way, and aopulien3ncM:
ad waw. water rlg:hts .ilnd dild'\ rigttts (hx:UJding stock in uUUdes Mth drtcn or iniga.ticn rigtltST. and -all othar rights., f.O'(CYtlas, and
prorR$ 1D tne """ property, tndud;.,g lnnaation all .,.,_,..._ oil. g ... geothermal illld Similar malt=, (the "Real
Property'/ located in EAGLE County, State at Color.Kio;
SEE ATTACHED LEGAL DESCRIPTIONS (EXHIBIT "A/
All OF GRANTOR'S RIGHT, TTTt.E AND INTEREST IN AND TO TliE WATER RJGKTS (THE "WATER
RIGHTS/ AND WATER CONTRACTS BENEFICIALLY USED ON, APPURTENANT TO, AND
ASSOCIATED SOLELY WITH THE L.AHD SITUATED IN TliE COUNTY OF EAGLE, STATE OF
COLORADO DESCRIBED IN TliE ATTACHED EXHIBIT A (THE "I..ANO/. TliE WATER RIGHTS
INCLUDE SURFACE WATER RIGHTS AND GROUND WATER RIGHTS, WHETHER TRIBUTARY,
NON-TRIBUTARY OR NOT NON-TRIBUTARY, ADJUDICATED OR NON-ADJUDICATED, DECREED
PLANS FOR AUGMENTATION. DECREED APPROPRIATIVE RIGHTS OF EXCHANGE, ALL WATER
CONTRACTS, WATER ALLOTMENTS IN FACIUTlES OWNED BY THE UNITEtl STATES OF AMERICA
ASSOCIATED WITH THE LAND, INCLUDING, WITHOUT UMITAllON, THE WATER RJGHTS AND
WATER CONTRACTS OR IN WATER SPECIFICALLY DESCRIBED IN THE ATTACHED
EXHIBIT B, EXCEPTING AND EXCLUDING, HOWE\IER, ALL RIGHTS OF GRANTORS IN THE BRETT
DITCH AND IN CONSUMPTNE USE CREDITS DERIVED FROM WATER RIGKTS IN THE BRETT DITCH.
TOGETHER WITH ALl.. HEADGATES, EASEMENTS AND RIGHTS-OF-WAY, DITCHES AND DITCH
RIGiiTS, DAMS, PONDS, RESERVOIRS AND RESERVOIR RIGHTS, PIPELINES AND PIPEUNE RIGHTS,
WELLS AND WELL RIGHTS, AND ANY AND ALL OTHER STRUCTURES AND INTERESTS, IF AHY,
OWNED BY GRANTOR. EXIS11NG OR PROPOSED, USED OR NECESSARY TO DIVERT AND OEUVER
THE WATER AVAilABLE UNDER THE WATER RIGHTS FROM THBR POINTS OF DIVERSION TO THBR
PLACES OF USE ON TiiE LAHD.
The Real Property or its address is commonly known as NUMEROUS ADDRESSES, EDWARDS, CO
81632...
CROs;s--cou.ATERAl.lZA1101t. In addiUon to the this Dead of Tru$1 secures aQ cbtig:atians. debts and tisbiitMaS, p.lus nt.rest
of Gr.llntor to Lander, or arry Clf'le' or more ol them. as weO as- ail daims by l..&rder Griantor or .any one ar mare O'f
1hem. whetner rJOW existing or l'Ntr&atl ansancjJ. wheJher fl!IW!ted or Ul11'818hN::I to the purpoae of tne Nota. 'Mlether votunl:ary ot
otbetw1se. whetner due ar not due, direct or indired. datemlined or undaterm.,ed, abooiuUo or con\lngenl. liQuN>il18d or """quillaleO.
...,ether Granmr may "" liable individually Of jointly with otherS. wh- oi>Ogale<l as guaraniDr. =-ty. accommodation party or
aftlerwise. and whether rec:avery upon such amounts may be or l\erBBI'ter may bacrJrrJ!t tJaned b"f any smnne aJ 1Jrnitilttan5, and
wne.tner 1he Qbligation to s.uch amounm may be or henndcer may bP:;ome- ofherwise.
Gnlntcr assip' to Lender {a lea known as Baoefidary in this Oel!ld af Trust) al of Grantor's righL title and lnlereal 1n and to
aD p:reseA and .._.bxe leases of lhe Property ana a8 RIK\Ui from the Propeny. 1n addition, Gr.uttor grants to Lenaer a Uniform
Corrvneraal Code seopny interest i1 tne PetsORal Propelt)' and Rents..
THIS D81 OF TRUST. INCLUDING THE ASSIGNMENT Of ltEHn AND THE SECURITY IH1EREST IN THE RENTS AND PERSO!W-
PROPBUT. IS GIVEN TO SECURE {AI PAYMENT OF THE INDEBTEDNESS .r.HD (B) f'ERFORilAHCE OF ANY AHD AU.
OBLIGATIONS UNDER THE NOTE. TilE I<El.lt.TB> t>OCUMI!!I'(TS, AND n<IS DB!D OF "TRUST. THIS DEED OF TRUST IS GIVEN AND
A.CCEI'TED ON T .. E FOUOWING
PAYMENT AND PERFORJIANCE.. Excact as otherwise prtMded in ttus Deed o1 TrOSt. Gtantor shaD D2'f 1c Lender ill CJmOLJnts secured
try tt'ns Deed ot Trus1 a5 they Det::::l:lme. due, and shill stndly and in a tn.ejy manNJt perform ad af Gr.trno.r>s under the
t'Wte. this Deed of Tru&t.. anel the Related Dowmentli
POSSESSIOtl AND OF THE PROPBUY. G1a11101' agrees !1\al Grarrtors and use at tne Propor1y >1\aR be
9'J"emect by tne 1oltowtr'O Dmv9ons:
/fo810
RECORDATION REQUESTED BY:
Alpine Bank.. A Colorado Banking Corporation
Aloine BanK Vail
1Z Vail Road, Suite zoo
Vaii, CO 81657
WHEN RECORDED MAIL TO:
Alpine Bank
400 7th Stn>et South
Rllle, co 81650
SEND TAX NOTICES TO:
GOLF CLUB, LLC, A DELAWARE
UMITED UAHILITY COMPANY
f&B, LLC, A DELAWARE LIMITED
LIABILITY COMPANY
PO BOX 988
EDWARpS. CO 81632

County ,..S;d:'-
1
,;;
Date _G fi , 'f Time
Simpfifile.com 800.46-=-0.-5-6-57 __ _
FOR RECORpER'S USE ONLY
DEED OF TRUST
MAXIMUM PRINCIPAL AMOUNT SECURED. The Uen of this Deed of Trust shall not exceed at any one time $13,700,000.00 except
as aUowed under applicable Colorado iaw.
THIS DEED OF TRUST is dated June 26, 2009, among CORDILLERA GOLF CLUB, LLC, A DELAWARE
UMITED UABIUTY COMPANY and CORDILLERA F&B, LLC, A DELAWARE UMITED LIABIUTY COMPANY
("Grantor'"); Alpine Bank., A Colorado Banking Corporation, whose address is Alpine Bank Vail, 12 Vail
Road, Suite 200, Vail, CO 81657 (referred to below sometimes as "Lender" and sometimes as
"Beneficiary"); and the Public Trustee of EAGLE County, Colorado (referred to below as "Trustee").
CONIIEY ANCE AND GRANT. For valuable consideration, Grantor henoby imwocably translers and assiqns to Trustee for the
benefit of Lender as Beneficiary all of Granior's right, tiUe. and interest in and to lhe following described real property, together with
aU existing or subsequerTHy erected or affixed buiidings. improvements and 'fixtures; aJI easements, rights of way, and appurtenances;
aJI water, water rights and ditch rights (including stock in utilities with Crtch or irrigation rights): and ail other rights, royalties, and
profits relating to the real property, induding without iimit;afion a.JI miner:als, oil, gas, geothermal and S1milar mat:t.ers., (the Reai
Property") located in EAGLE County, State of Colorado:
SEE ATIACHED LEGAL DESCRIPTIONS (EXHIBIT "A)
ALL OF GRANTOR'S RIGHT, TITLE AND INTEREST IN AND TO THE WATER RIGHTS (THE "WATER
RIGHTs) AND WATER CONTRACTS BENEFICIALLY USED ON, APPURTENANT TO, AND
ASSOCIATED SOLELY WITH THE LAND SITUATED IN THE COUNTY OF EAGLE, STATE OF
COLORADO DESCRIBED lN THE ATIACHED EXHIBIT A (THE "LAND). THE WATER RIGHTS
INCLUDE SURFACE WATER RIGHTS AND GROUND WATER RIGHTS, WHETHER TRIBUTARY,
NON-TRIBUTARY OR NOT NON-TRIBUTARY, ADJUDICATED OR NON-ADJUDICATED, DECREED
PLANS FOR AUGMENTATION, DECREED APPROPRIATNE RIGHTS OF EXCHANGE, ALL WATER
CONTRACTS, WATER ALLOTMENTS IN FACILmES OWNED BY THE UNITED STATES OF AMERICA
ASSOCIATED WITH THE LAND, INCLUDING, WITHOUT LIMITATION, THE WATER RIGHTS AND
WATER CONTRACTS OR INTERESTS IN WATER SPECIFICALLY DESCRIBED IN THE ATIACHED
EXHIBIT B, EXCEPTING AND EXCLUDING, HOWEVER, ALL RIGHTS OF GRANTORS IN THE BRETT
DITCH AND IN CONSUMPTIVE USE CREDITS DERIVED FROM WATER RIGHTS IN THE BRETT DITCH.
TOGETHER WITH ALL HEADGATES, EASEMENTS AND RIGHTS-OF-WAY, DITCHES AND DITCH
RIGHTS, DAMS, PONDS, RESERVOIRS AND RESERVOIR RIGHTS, PIPELINES AND PIPELINE RIGHTS,
WELLS AND WELL RIGHTS, AND ANY AND ALL OTHER STRUCTURES AND INTERESTS, IF ANY,
OWNED BY GRANTOR, EXISTING OR PROPOSED, USED OR NECESSARY TO DIVERT AND DELIVER
THE WATER AVAILABLE UNDER THE WATER RIGHTS FROM THEIR POINTS OF DIVERSION TO THEIR
PLACES OF USE ON THE LAND.
The Real Property or its address is commonly known as NUMEROUS ADDRESSES, EDWARDS, CO
81632.
CROS5-COUATERAL.IZA.TION. In addilioll to the Note. this Deed of Trust secures all obligations, debts and [labilities, plus interest
thereon. of Grantor to Lender, or any one or more of them. as well as an dalms by Lender against Grantor or any one at more of
them, whether now existing or hereafter arising, whether related or to the purpose of the Note, whether voluntary or
otherwise, whether due or not due, direct or indirect. determined or undetermined, absotute or contingenl liquidated .or unliqtndated.
whether Grantor may be indMdualty or jcmtly with others, whether obligated as guarantor. surety, act:::)mmodation party 'J.I'
otherwise, and wtlethec recovery upon such amounts may be or hereafter may become barred by any stawre of limitations, and
whether the ob!igatjon to repay such amounts may oe or hereafter may become otherwise
Grantor presently assigns to LenDer (also known as. Beneficiary in this Deed of Trust) all of Grantor's right, title. and intereSt in and to
all present and future leases of the Property and all Rents from Property. In addition, Grantor grants to Lender a Uniform
Commercial Code security interest in the Personal Property and Rents.
THIS DEED OF TRUST, INCLUDING TI-lE ASSIGNMENT OF REHTS AND mE SECURITY INTEREST IN THE REHTS AND PERSONAL
PROPERTY, IS GIVEN TO SECURE (A) PAYMENT OF TI-lE INDEBTEDNESS AND (H) PERFORMANCE OF ANY AND ALL
OBUGA.TIONS UNDER THE NOTE. THE RELATED DOCUMENTS, AND nilS DEP! OF TRUST. nilS DEED OF TRUST IS GIVEN AND
ACCEPTED ON THE FOLLOWING TERMS:
PAYMENT AND PERFORMANCE. Except as otherwise provided in this Deed of Trust. Gr.ontor shall pay to Lender all amounts secured
by. this Deed of Trust as they become due, and :;hall strictly and in a timely rrtanner periorm atl of Grantors obligations under the
Note, this Deed of Trusl and lhe Related Documents.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Gr.ontor agrees that Grantor's possession and use of the Property shall be
governed by the iollowing proVIsions:
/fo87D
Loan No: 4450362601
DEED OF TRUST
(Continued) Page 2
Possession ancl Use. Until the oc::urrence of an E:..-ent of Default Grc,tntor (1) remain in pos.sa_ssion and control of the
f>ropeny; (Z} use, opernte a; manage the Property; and (3) collec:: the Rents from the Property.
Duty to Maintain. Granier shall maintain the Property in tenantable condition and promptly perform aJI repairs. replacements, and
maintenance necessary to preserVe its value.
Compi:i&mce Wrth Environmental Laws. Grantor represents and warrants to Lender that (1) Dunng the period of Grantor's
ownership of the Property, there has been no use, generation, manufacture. storage. treatmenl disposal. release or threatened
reiease of any Hazaf!:ious Substance by any person on, under, about or from the Property; (2} Grantor has no knowledge oi, or
re.eson to believe that there has been, except as previously disdosed ta and acknowledged by lenDer m writing. {a). any breach
or violation of any S:wironme ntai Laws. (b) any use. generation. manuiacrure, storage, treatment. disposal release or
threatened reease of anv Hazardous Substance on, under. about or from the Property by any prior owners or OCCJpants of the
Property, or (c) any aoi.Jal oc threatened litigation or dairns of any kind by any person relating to sucil matters; and (3) Except
as previously disdosed to and adc.nowtedged by Lender in writing. (a) neither Grantor nor any \enant. contractor. agent or other
authorized user of the Property shaJI use, manufacture, store. treat. dispose of or rclease any Hazardous Sucstance- on,
under, about or from the Prooeny; anc! {b} any such activity shall be conducted in compliance with all applicable feaerai, state,
and laws. regulations and ordinances, including without limrtaiion all Environmental laiN'S. Grantor authorizes Lender and its
agents to enter upon the Property to make sudl inspections and- tests, at Grantor's expense. as Lender may deem aopropriate to
determine compiiance of the Property with this section of the Deed of Trust. Any inspections or tests made by Lender shaJI be
for lender's purposes only and shall not be construed to create any responsibility Of fiability on the Part oi Lender to Grantor or to
any other person. The representations and warranties contained herein are based on GC'd.ntor's due diftgence in investigating the
Property ior Hazardous Substances. Grantor hereby (1) releases and waives any future ctaiJTls against Lender for Indemnity or
contribution 1n the eve!'lt Grantor becomes fiatHe for deanup or other costs under any sucn laws; and (2) agrees to andemnrfy,
defend, and hotd harmless Lender against any and all daims. losses.. liabilities, damages. penatties. and expenses which Lender
may directly or indirectly sustain or sUffer resutting from a breach .of this section of the Deed of Trust or as a consequence af any
use. generation, manuf.a.crure, storage, disposal, or threatened rffiease oc::;urring prior to Grantor's ownersn1p or interest
in the Property, whether or not the same or shouk:f have been known to Grantor. The pro\lisions of this sedion of the Deed
afT rust, induding the abtigatlon to indemnify and defend. shall survive the payment of the indebtedness and the satisfaction and
rec:::mveyanca of the lien of this Deed of Trust and shall not be affected by Lender's acquisition of any interest in the Property,
wnether by foreclosure or otherwtse-.
Nuisance., Waste. Grantor shall not cause, conduct or permit any nuisance nor commit, permjt, or suffer any stripping of or
on or to the Property or any portion of the Without flmiting the generaltty of the foregoing, Grantor will not
remove. or grant to any other party the nght to remove, any timber. minerals {inctuding oil and gas), coal day, scoria, soil, gravel
or rock products without Lender's prior written consenL
Ramovai of tmprovemlitnts. Grantor shall nat demolish or remove any Improvements from the Real Property without Lender's
pnor written consent As a condition to the removal of any Improvements, Lender may require Grantor to make ar.-angemems
satisfactory to Lender to replace surn Improvements with Improvements of at least equal vaJue.
Lender's Right to Entat. Lender and LenOer's agents and representatives enter upon the ReaJ- Property at .all reasonabje
times to attend to Lencter's interests and to inspect the Real Property for purposes of Grantor's compliance with the terrns and
condltlons of this Deed of Trust.
Compliance with Goverrunental Requirements.. Grantor shall promptly comply with aD laws, qrdinances. and regulations. now or
hereafter in effect, of aU governmental authorities apptic:atMe 10 the use -or occupancy of the Property. induding without limitation.
the Americans Wii:h Disabilities Act. Grnntor IT'JCiy contest in good faith any such law, ordinance. 9f regulation and withhold
compliance during any proceeding. induding appropriate appeats, so as Grantor has notified Lender in writing prior to doing
so and so long as. Jn lender's sole opinion, Lender's interests in the Property am not jeopardized. Lender may require Grantor to
post adequate secllrity or a surety bond.. reasonabty satisfac:ory to Lender. tQ protect Lender's interest.
Duty to Pratect. Gr.antor agrees neither to abandon or leave unattended the Prooerty-. Grantor shall do aU other acts, in addition
to those ac!S sB1 forth above in this section, which from the charaaer and use of the P;-operty are reasonabty necessary to
protecl and preserve the Property.
DUE ON SALE CONSENT BY LENDER. Lender may, at Lenders option, declare immediately due and payable all sums secuned by
this Deed of Trust upon the sa'e or transfer. without Lender's prior written consent. of all or any part of the Real Property, or any
interest 'tn the Real Property. p.. .. sale or transfer" means the conveyance of Real ?ropeny or any righl titie or interest in the Real
Property; whether \egat, beneficial or equitable: whether voluntary or in\loiuntary; whether by outright sale. deeC. installment
contract. land comract. comrad for deed, leasehold interest with a term greater than three {3) years, lease-option contract or by sale,
assignment., or transfer of any beneiicial interest Jn or to any land trust holding Utie to the Real Property, or by any other method of
conveyance of an interest in !he Reat Property. If any Grantor is a corporation, parmer'Ship or limited liability company. transfer also
any change in ownership of more than twenry-five percent (25/o) of the voting. stoek. partnership interests or limited !Labtlity
company interests; as the case may be. of sudl Grantor. However . this option shall not be exercised by Lender if such exercise is
prohibited by federal law or by Colorado law.
TAXES AND UENS. The iollowing provisions relaling to the l3Xes and liens on the Property are part of this Deed of Trust;
?ayment. Grantor shall pay when due (and in all events prior to lielinouency) all l3Xes, special taxes, assessments, charges
{induding water and sewer), Tines and impositions levied against or on account of the Property. and pay: .when aue all daims
tor work done on or for services rendered or material furnished to the Propen:y. GC'd.nt_or shall maintain the Property free of all
liens having priority over or equal to the interest oi Lenaer under this Deed of except far the fien of taxes and assessmentS
not due and -except as otherwise. proviciad in this Deed ofT rusl
Right to Contest. Gcantor rnay Vfithhoid payment Of any tax. assessment. or daim 1n connedion with a good faittl dispute over
the obligation to pay, so long as Lender's interest in the Property is not jeopardized. If a lien arises or is filed as a result of
nonpaymenl Gramer shall withm fifteen (15) days after the lien aris..a.s or. rt a lien IS Tiled, within fffteen (15) days atter Grantor
Mas notice of the filing, secure the discharge at the or if requested by Lender. deposit with Lender cash or a suffident
corporate surety bond or other security satisfactory to Lender in an amount sufficient to discharge the Uen plus any c:Jsts and
attorneys' fees, or other charges that ;::auld ac:::crue of a foreclosure or sale under the ften. In any contesL Grantor
shall aeiend itself and Lender and satisfy any actversr: Judgmen1 before eninrt::ement against the Property. Grantor shaft
name Lender as an aaditional obUgee under any surety bond fumished in the contest proceedings.
Evidence of Paymerrt. Granmr shall upon demand furnish to Lender satis1adory evidence of payment of the taxes or
assessments and shall authorize the aopropnate governmental offidal to detiver to Lender at any time a written stat2ment of the
taxes and assessments against the Property.
Notice oi Construction. Grantor shall notify Lender at least fifteen (15} days before any work is commenced. any serv1ces are
tumisned, or any materials are supprted to the Propeny, if any medlanic's lien, matenalmen's lien. or o.ther lien could be asserted
on acc:::lUnt of the work. services. or materials. Grantor will U!JOfl request of Lender furnish to Lender advance assurances
sa1isfactory to Lender that Grantor can and will pay tf'e cost of sud't improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the Property are a part of this Deed of Trust
Maintenance of 'tnsurapcs. Gramer shall procure and maintain policies at fire insurance with standard extended coverage
endorsements on a replacement basis for the tull Insurable vatue c.overing aJ1 lmprovemems an the Real Property 1n an amount
Loan No: 4450362601
DEED OF TRUST
(Continued) Page 3
sufficient to avoid appCicaUon of any- coinsurance dause .. and with a standard rTJJrtgagee clause in favor of Lender. Grantor shall
a5o procure and maintain comprehensive g.eneraf fiabiirty insurance in such .::overage amounts as Lender may request wath
Trustee and Lender being named as additional ansureds in such lia.bifrty insurance policies. Additi9naUy, Grantor shall maintain
sucil other insurance. induq"jng but nor frmited to nazard. business intern.Jption, and boiler insurance. as Lender may reasonably.
require. Poiides shall be written in form. amounts, coverages and bzsis reasonq.bly acceptaole to Lender and ISSUed by a
company or companies reasonably acceptable to Lender. Grantor, upon request of Lender, wtll deliver to Lender tram time to
time the poJiaes or certificates of insurance in form satisfactory to Lender, induding stipuiafions that coverages will nat be
c:ancel)ed or diminished without at least ten (1 0) days prior written notice to Lender. insurance oolicy atso shall include an
endorsement provici1ng that coverage in iavor of Lender win not be rmpaked in any way by any act, omission or default of Grantor
or any other person. Should the Reaf be \ocomd in an aree designated by the Dimctor of the Feoer.:M !:.mergenc;y
Management Agency as z special 'flood hazard area. Grantor agrees to obtain and maintain Federal. Aood if available,
for the full unpaid princpal batanc.e of the loan and any prior liens on thE: property sea.Jring the loan, '-'P to the maximum policy
Umrts set under the National Fklod Insurance Program. or a:= otherwise required by. Lender. and to rnaimain such insurane2 fOr the
term at the loan.
A.pplic:ation of Proceeds. Grantor shatl promptly notify Lender of any loss or damage to the Property. Lender may make proof of
loss if Granmr fails to do so within tTtteen (15) days. of the casualty. Whether or not Lender's security is impaired, Lender may,
at Landers eiedion., recetve and retain the proceeds of any insurance and appty the proc:aeds to the reduction of the
Indebtedness. paymem of any lien affecting the Propeny. or the restoration and repair of the Property. lf Lender eiects to appiy
the proceeds to restoration and repair, Grantor shall repalr or replace the ciamaged or destroyed improvements ln a manner
satisfactory to Lender. Lender snaJt, llpDn satisfactory proof of sudT expenditure, pay or retmburse Grantor from the proceeds for
the reasonao(e cost of reoair or restoration rr Grantor is not in deiautt under this Deed of T rusl Any proceeds which have not
been disbursed 'Nithin 180 days after their rece1pt and which lender has not committed to the repair or restoration of tne
Property shall be used first to pay any amount owing to Lender under this Deed of Trust. then to pay accrued interest, and the
remainder, if any, shall be applied to the prinCpaj balance of the Indebtedness. If Lender i1olds any proceeds after payment 1n full
of the indebtedness, proceeds shall be paid to Grantor as Grantor's interests may appear.
Grantor's Report an Insurance. Upon request of Lender, however not more 'than once a year, Grantor shalf furnish to Lender a
report on each existing policy of insurance show1ng: (1) the name of the insurer; (2) the risks insured: {3) the amount of the
poticy: (4) the properry insured. the then current repJacemem value of such property, and the manner of determ1n1ng that value;
and {5) the expiration date of the Gramor shall. upon request of Lender. have an independent appraiser satistactory to
Lender dei.ermme the casn value replacement c:ost of the Property.
LENDER'S EXPENDfTURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Prooerry or
if Grantor tails to comply 'Nitt\ any proviSion o( this Deed of Trust or any Reiated Documents, induding. but not flmited to Grantor'.s
failure to _discharge or pay due any amounl5 Grantor is reauired to d\sdlarge or pay under this Deed of Trust or any Relaied
Documents. Lender on Grantor's behalr may (but shall not be obfigated to) take any adion that Lender oeems appropnate, induding
but not limited to dEsdiargi:ng or paying all taxes.. liens, seOJrity interests, encumbrances and ather claims, at any time tevied or placed
on the Property and paying aJl costs for insuring. maintaining and preserving the Property. AU sudl expenditures inc.ured a paid by
Lender for such purposes will then bear interest at the rate charged under the Note from the date inC!Jrred or paid by Lender 10 the
date of repayment by Grantor. AJI sudl expenses wiD become a part of the and, at Lender's option. will (A) be payable
on demand: (B) be added to the balanc:e of the Note and be apportioned among ana be payable with any inslaliment payments to
become due during either (1) .the term of any applicable insurance policy; or (2) the remaining term of the Nate; or (C) be treaied
as a baUoon payment whidl will be due and payable at the Note's maturity. The Deed of Trust aiso will secure payment of these
amounts. Such right shall be in. addH:ion to all ather rights and remedies to which Lender may be entitled upon Defautt.
WARRANTY; DEFENSE OF TITLE The foUowing provisions re!ating to ownership of the Properry are a part of this Deed of Trust
TiUe. Grantor warrants !hat (a) Grantor holds good and marketable tiHe of record to the Property in fee simple, lree and dear af
all liens and encumbrances other than those set iorth tn the Real Property ctescription or in any title insurance poticy. title report,
or final title opinion issued in favor o:rl, and accepted by. Lender in conneCtion with this Deed ofTrusl and (b) Grantor has the
fuii right. power, and authority ID execute and deiiver thts De9d of Trust to Lender.
Oehtnse of Tltle. Subjea to the exception in the paragraph above, Grantor warrants and wiil forever defend the title to the
Property against the lawful daims of aJI persons. In the event any action or proceeding is that questions Grantor's
title or the interest of Trustee or Lender under thts Deed of Trust. Grantor shall defend the action at Grantor's e::pense. Grantor
may be the nominal party in such proceeding. but Lender shall be enti11ed to partidpate in the proceeding and to be represented in
the proceeding by counsel of own dloice, and Grantor will Deiiver, or cause to be deiivered. to Lender such instruments
as Lenoer may request from time to lime to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantor'S u:se of the Property complies wtth all existing
applicable laws, ordinances, and reguiations of governmental authorffiM.
SurvivaL of Representations and Wii!JTilnties. All representations, wal"l"i:lnties. Eind agreements macie by Grantor in this Deed of
Trust shall survive the execution and aelivery of this Deed of Trust, shall be continuing. in nature. and shall remain in futl tor.::e and
effect until sucn time as Grantor's Indebtedness shall be paid in lull.
CONDEMNATION. The following provisions relating to condemnation proceedings are a oart of this Deed of Trust
Pmeeedirigs. If any proceeding in condemnatio"n is iiled. Grantor shaU promptly notify Lender Jn writing, and Grantor shall
promptly take such steps as may be necessary to the action and obtain the award. G.-antor may oe the nominal oarty in
such proceeding, but Lender shall be entitled to oarticipate in the oroceeding and to be represented in the proceeding by c:ounse!
of its own choice, and Grantor will deliver or cause to be deiivered to Lemler such Instruments an.d aoc::umentaiion as may be
requested by Lender from iime to time to permit sudl participation.
Application of Net Proceetis. If all or any part ot the Propeny is condemned try emnem domain proceedings or by any
or purchase in lieu of condemnation. lender may at its election require that all or any portion of the net proceeds of the award be
apprted to the lndebtedness or "ile n::pair ar restoration oi the Property. The net proceecis of the award shall mean the award
after payment of all reasonable OJSts. expenses, and .attorneys tees incurred by "Trustee or Lender in connection with the
condemnation.
IMPOSmON OF TAXES, FEES AND CHARGES BY GOVERNMENTAL AUTHORITIES. The lollowing provisions relating to
governmental taxes. fees ana c."larges are a part of this Deed ofT rust
Current Taxes, Fees and Charges.. Upon request by Lenoer. Grantor shall execute such documents in addition to this Deed of
Trusr ana take wf'aiever other action is requested by Lender to periea and continue Lender's ilen an the Real Property. Grantor
shaH reimburse Lender for aU taxes. as oes:cribed below, together with all expenses 1nc::urred In recording, pertecrln'; or continuing
thas Deed of Trust. induf;:ting without limitation all taxes, fees, documentary stamps, and other charges for recording or registering
this Deec of Trust.
Taxes: The following snail =nstitute taxes lo which this section appf1es; (1) a specific tax uoon this type of Deed afTrust or
upon all or any part of the fnaebtedness secured by this Deed of Trust; (2) a specific tax on Grani:or wnidi Grantor JS
authorized or requ1red to aeducr from payments on tile indebtedness by this type of Deed of (3) a tax -on thts
type of Deed of Trust chargeable aga1nst the Lender or the holder of the Note; and {4) a specific taX on all or any .portion of the
indebl:edness or on payments of prtntip.a! and interest maae by Grantor.
Loan No: 4450362601
DEED OF TRUST
(Continued) Page 4
SubseqUE!int Taxes, If any tax to which this section applies is enacted subsequent to- the date of this Deed of Trust .. this event
shall nave the same effect as an 2vent af Defaull and Lender may exercise any or all of its available remedies for an Event of
DefauJt as provided unless Grantor either (1) pays the tax befure it becomes delinquent, or (2} comests the taX. 2.S
provided above ln the Taxes and Uens section and oeposlts with Lender cash or o; sufficient corporate surety bond o:- other
Sea.Jrity satisfactory to Lender.
SECURITY AGREEMENT; ANANCING STATEMENTS. The following provisions retaiing to this Deed of Trust as a security ag,.,.,merrt
are a pan of this Deed of T n,JSL
Security Agreement. This instrument shall constitute a Security Agreement to the any of the Property constitutes fixtures,
and Lender shall have all of the rights of a secured party under the Uniionn Commercial Code as amenoed from time m. time.
Security 'nter"asl Upon request by Lender, Gramor shall take whatever action ts requested by Lender to peried and continue
Lenoer's security interest in the Rents and Personal Property, In addition to recartiing this Deed of Trust in the real property
records. Lender may, at anv time and without further authorization from Grantor, file executed counteroans.. captes or
reproductions of this Deed c;;f T as a financing statement. Grantor shaU reimburse :...enoer for all e-xpenses incurred in
perfecting or continuing this security 1nrerest. Upon deiautt. Grantor snail not remove, sever or detach the Personal Property
from the Property. Upon defautt.. Grantor shall assembie any Personal Property not affixed to the Property in a manner and at a
;Jlace reasonabty convenlent to Grantor and Lender and make it available to Lenaer wrthin three (3) days after receipt of written
aemand from Lender to the extent permitted by applic:a.ble law.
Admusses. The mailing addresses oi Grantor {debtor) and Lender (secured party) from wntch inionnation concerning the security
!merest granted by this Deed oi :rust may be obtained {each as required by the Unifonn ;:;ommertial Codej are as stated on the
first page of this Deed of Trust.
FURTHER ASSURANCES; ATIORNEY-IN-FA.CT. The foltow1ng provisions relating to further assurances and attorney-in-fad are a pan
of this Deed ofT rust:
Further Assur.anc:es. At any time. and from time to time, upon request of Lender, Grantor will rnak:e, exe:::ute and defrver, or will
cause to be made, exea.rt.ed or detivered. to Lender or to Lender's designee, and when requested by Lender, c:a.use to be filed,
recorded. retried. or rerecorded., as the case mc,y !:Je, at such times and in su.c:h offices and places as Lenaer may deem
aopropnate.. any and aJI such mortgages, Cieects of trust. security sac:Jrity financing statements, continuation
s-,alements, instruments af further assurance, certific:ates. and other documems as may, in the sole opimon of Lender, be
necessary or 1n order to complete, per1ec:.. CJntinue, or preserve (1) Grantor's obligations under the Note,
this DeeO of Trust artd the Related Documents. and {2} the liens and security interests created by this Deer! of Trust as first
and prior on the Property. whether now owned or hereafter acquired by Grantor. Unless prohibited by law or Lender
to the contrary in writing, Granmr shall reimburse Lender for all costs. and expenses incurred in connedion with the matters
reierred to tn this paragraph..
Attorney-in-Fad.. If Grantor fails tc do any of the things raerrec1 to in the preceding paragraph, Lender may do so fer and in the
name of Grantor and at Grantor's expense. For such purposes, Grantor hereby irrevocably appoirns Lender as Grantor's
attomey-.ID-fact for the purpose of making, gxecuti:ng, delivering, filing, recording:, and doing at\ other thtngs as may be necessary
or in Lender's sole opinion, to :the matters referred to 1n the preceding paragraph.
FULL PERFORMANCE. Uoon the iul! performance of all the obligations under the Nate and this Deed of Trust. Trustee may, upon
production of dOOJments and fees as required Lmder applicable law, release this Deed of Trust. and sud-, retease shaJI constibJt.e a
retease of the Uen for all sudl addHional sums and made pursuant to this Deecl of Trust.. Lender agrees to COCJperate
with Grantor in obtaining such reiease and ree:asing the ather collateral securin.g the Indebtedness. Any release fees required by law
shall be paid by Grantor, if permitted by aopficable law.
EVENTS OF DEFAULT. Each oi tne following, at Lenders option, shall constitute an Event of Default under this Deed of Trust:
Payment Defauft. . Grantor faits to make any payment when due under the indebtedness.
Other OefauJts. Grantor faiis to comply with or to perionn any other term. obligation. covenant or condition contained in this
Deed of Trust or in any of the Related Documents or to comply with. or to periorm any term. obligation, covenant or condition
comatned in any ather agreemerrt between Lender and Grantor.
Compli01.nee Default Failure to c:ornpty with any other term. obligation, ::ovenant or condffion contained in this Deed of TrusL the
Note or in any of the Relargri Documents.
Default on other Payments.. Failure of Grantor within the time required by this Deed of 1 rust to mak:e any payment Tor taxes or
insurance, or any other P.ayrnent necessary to prevent filing of or to effect disc:harge of any lien.
Default ln Favor of Thin::i ?arties. Should Grantor defauN. under any loan. extension of credit,. security agreement, purt::i1ase or
sates agreement. or any other agreemenl 1n favor of any other creditor or person that may materiatly affect any of Grantor's
property or Grantor's abiUty to repay the Indebtedness or Grantor's ability to periorm obligations under this Deed of
Trust or any of the Related DocumentS.
False Statements.. Any warranty, representation or statement made or furnished to Lender tJy Grantor or on GrantOr's behalf
under thts Deed of Trust or the Related Documents is fatse or misleading in any material respect. either nO\N or ai the time made
or iumisned or becomes false or mlsk!ading at any time thereafter.
Defective- This Deed of Trust or any of the Related DoCJments ceases to be in fuU force and effect (induding
failure ot any collateral document to create a vaitd and perfected security interest or f1en) at any time and for any reason.
Death or The dissolution of Grantor's (regardless of whether to continue is made), any member withdraws
from the iimited riabiiity company. or any other termination of Granier's existence as a going business or the Cieath of any
member. the insolvency of Grantor. the appointment of a receiVer for any par1 of Grantor's property, any assignment for the
benefi1 of r:reditors, any type of .:::redit.or wonc.ouL or the commencement of any proceeding under any bankruptcy or insalvenC)'
laws by or against Grantor.
Creditor or Forfeiture PI"DCtKKJ1ngs. Commencement of ioreclosure or forfeiture proceedings. whether oy judiCial proceeding.
setf-heip, repossession or any other method. by any creditor of Granror or by any governmental agency against any property
securing the lndsotedness. This indudes a garnishment of any ai accounts, inciuding deposit ac:;counts. with Lenaer.
How,.ver, this Event of DeiauK shall not apply if there ls a good faith dispute by Gramer as to the validity or reasonableness of
the daim which is the basis of tfle creditor or forfeiture proceeoing and lf Grantor g:ives Lender written notice of the aeditar or
forfeiture proGeeciing and deposits with Lender monies or 2 surety band for creditor or forieiture proceeding. in an amount
determined by Lender, 1n its sate discretion, as betng an adequate reserve or bond for the dispute.
Breach of Othet Agreement. .Any breach by Grantor under the terms of any other agreement between Grantor and Lender that is
not remea1ed within any grace. period prOVIded therein. indi.Jding without [imitation any agreement concerning any indebtedness or
other obligation of Grnntor to Lender. whether exis'iing now or later.
Events Affecting Guanmtor. Ally oi the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any
Guarantor or becomes inCompetent, or revokes or disputes the validity of. or liability under, any Guaranty of the
1ndebtedness.
Adverse Chan9e. A material adverse change occurs in Grantor's ftr.anCal condition, .or Lender bejieves the prospect of payment
Loan No: 4450362601
DEED OF TRUST
(Continued)
or perlorm.ance of the Indebtedness is impaired.
insecurity. Lender in good faith i"TSelf inserure.
Page 5
Right to Cure.. If any detautt. other than a deiault in payment is curable and Grantor has not been giVen a notice of a breach of.
the same provision of thiS Deed of Trust within the preceding twetve (12) months. it may be cured if Grantor. after recetving
written notice from Lender aemanding cure ot such defautt (1} cures the default withm twenty (20) days: or (2) rt the cure
l'l:!quiras: more than twenty (20) days. immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient
to cure 1he deiauH and thereafter continues ana compleres all reasonabie and necessary steps sufficient m produce compliance
as soon as reasonably practic::al.
RIGHTS AND REMEDIES ON OEFAULT. r. an Event of DEriautt o=urs under this Deed oi Trust. at ani' time thereafter, TruSleB or
Lender may exen::ise any one or more of 1tle following rig his and remedies:
Election of Remedies. Election by Lender to pursue any remedY shalt not exdude pursuit of any ather remedy, and' an eiection to
maKe exoenditures or to taKe action to perform an ooilgation of Grantor unaer this Deed of Trust, after failure to
periorrn. shaH not affect Lende!"'s right to declare a deiautt and exercise its
lndebtedneSfi... Lender shaU have the right at its option without notice to Grantor to declare the erri:ire Indebtedness
immediately due and :Jayable. induding any prepayment penatty wilich wolJid be required to pay.
Foreclosure.. Lender shali have the right to cause an or any pan: of the r:1eal Property, and Personal Propercy, if to
proceed against it as if it were real prooerty, to be:- said by the Trustee according to the laws of the Stare of CokJrado as respectS
foreclosures against real property. The Trustee shall give notice in accordance with the laws of CoiOraco. The Trustee shall
appiy the proceeds of the sate in the following order: {a} to ail t:;Osts and expense.s of the sale,. Including but not lifTli:ted ta
Trustee's tees. attorne-r-' fee.s, and the cost of titre evidence: {b) to aJI sums secured by this Dead of and (c) the excess,
if any. to the person or persons legally entitled to the excess.
UCC Remedies. With respect to all or any part of the Personal Property, Lender shaJI haVe all the righrs and remedies of a
sea.ued party under the Uniform Commerdal Code.
Collect Rents. Lender shall have the rignt without notic;:e to Grantor to take possession of and manage the Property and coiled
the Rents. including amounts past dUe and unpaid. and appiy the net proceeds. over an9 above Lender's costs, against ttte
lnaebtecness. In at thi.s- righl Lender may require any tenant or other user of the Property to make payments of rent
or '-'Se tees directly to Lender. If the Rents are collected by Lender, then Grcmtor irrevocably des1gnate:s Lender as Grantors
attamey...fn-fac::r to instruments received in payment thereof in the name of Grantor and to negotiare the same and coUect
the proceeds. Payments by tenants or other users to Lender in response ta L_ender's demand shall satisfy the obiigafions tor
which the payments are made, Whether or not any proper grounds for the demand existed. Lender may exercise its ngnt:s under
this either In by agenl or through a receiver.
Appomt Lender shall have the right to have a receiVer appointed to take possession of ail or any part of the Property,
with the power to prated and preserve the Propeny. to oper.rle the Property preceding foredosure or sale, and to called the
Rents from the Property and apply the proceeds, over and above the cost of the receivership, against the Indebtedness_ The
receiVer may serve without bond if permitted tly taw. Lender's nght to the appointment of 2 recerver shall exist whe1her or not
the apparent. vatue of the Property exceeds the Indebtedness by a substantia{ amounL Empioyment by Lender shall not disqualify
a person irom serving as ,3. recerver. Receiver may be acpointed by a court of competent )uriso1c::tlon upon ex parte appUcation
and without notice, notice besng eXpressty waived.
Tenancy at SUf'ferance. If remains ln possession of the Property after the Property IS said as provided above or Lender
otherwtse t>ecomes entitled to possession of the Property upon default of . Grantor shall b.ecome- a tenant at sufferance of
Lender or the purchaser of the Property and at Lender's option, either (1) pay a reasonable rental fur the use of the
Property, or (2) vacate the Properry immediately upon the demand of Lender.
Other Rerneales. TllJSlee Q( Lenaer shall have any other right or remedy provided in this of Trust or the Note or at
law or in equity.
Sale of t:l'l2 Property. !n exercising its rights and remedies, Lender shall be free to designate an or before it ffies a notice of
eJection and demanc with the TruSTee. that the Trustee se8 all at any part at the Property -together or separatei}', in one sale or by
separate sates. Lender shall be entitled to bid at anY pubfic sate on an :Jr any portion of .Property. Upon any sale of the
Property, whether made under a power of sale in this Deed of Trust or pursuant to judicat proceedings, if the holder of
the Note is a purd12Ser at sucil sale. rt shall be ent::ftled to use and apply aU. or any portion of, the Indebtedness tor or in
settlement or payment of all, r;:r porfion of, the pun:hase plice of the Property purdlaSed:, and, in suc:h case. this Deed of
Trust., the Note. and any documents evtdencing expenditures secured by this Deed of Trust shall De presented to. the person
conducting the sale in order that the amount of lndebtedness so used or may be credited thereon as having been
Attorneys' Faes:; Expenses. tf Lender foredoses or institutes any suit or action to erriorc;e any of the terms of this Deed of Trust.
LenQer snaU be entitled to such sum as the court may aDjudge reasonable as attorneys' fees at trial and upon any appeal
Whether or not any- cOurtac:tion Js invatved, and to the extent not prohibited by law. all reasonable expenses Lender incur:s that in
Lender's opinion are at any time for the protection of its interest or the enforcement of its: rights sha:f1 become a part of
the .lndebreaness payabk3 on aemand and shall bear interest at the Note rate from the date of the expenditure t..mtil repaid.
Expenses c:overed by this indude. without limitation, however suDjed to any limits under applicable taw. lender's
attomeys
1
fees whether or not there is a lawsuit. induding attorneys' fees and expenses for bankruptcy proceedings {including
efforts to modrfy or -vacate any automatic stay or injunction), appeals. 1 and any antidpared post..;udgment c:J!Iedion services. the
cost of searr:ning recorcs, obtainmg title reports [mdUding foredosure reports), surveyors' reoorrs, and fees, title:
lnsurancs. and fees for the Trustee. lo the extent ;Jermitted by applicahte Grantor also will pay any court costs.. in addition
td aU other sums provtded by \aV!t,
Riqtrts af1rustee. To the extent pennitted by appQcable law, Trustee shaO have all of the rights and duties of Lender as set forth
in this section.
NOTlC:ES. Any notice required to be given under this DeBCl af Trust. inciudlng wit:nout limitation any notice of defautt and any notice
of sate shall be grven in writing, and snail be !i!ffective when acruaJty deiivered, when acrualty received by te1efacs1mile {unless
otherwise reQuired by law), when deposited with a nationally recognized overntght courier, or, if mailed, when deposited in the United
Stares mall as first dass, certified :Jr registered ma'l pqstage prepaid, directed to the addresses shown near the beginning of thiS
Deed of TrusL AU of notices of foredosure from the hokler of any lien which has priority oVer this Deed of Trust shafi be sent
ro Lender's address. as shown near the beginning of this Deed of Trust. Any pany may ::hange its address for notices under th1s
Deed of Trust by giving formal written notice to the other parties. specifying that the purpose of the notice is to change the partys
aaaress.. HJr notice ourposes, Grantor agrees, to keep inionned at ail times of Grantor's c:um:mt aadress. otherwise
provided or reqUJred by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given
to all Granturs.
ADDITIONAL ilE:D OF TRUST PROVISIONS. "References to the tenn "Borrower" herein shaU mean "Grantor."
A Detauit in Favor af Third Parties by BOiTower on "any other agreement must be in excess of $25.000.00.
Grantor'S reoresemations and warranties to Lender insofar as Compliance with Environmental Laws shaU be limited to Gramer's actual
knowiedge.
Loan No: 4450362601
DEED OF TRUST
(Continued) Page 6
Grantor may aemolish or remove any Improvements from the Real Property without Lender's prior written consent so long as such
activities are conDucted in IJle normal course of business.
Notwithstanding an'ythjng ID the contrary set forth in the De1a.utt Provision herein, Borrower may a.ne any Event of in
accordance with the Additional Provisions section of the Note. ln the event anY Event of Defautt is not c::Jred within the cure period
set torth in the Note, such detault shall be deemed an Event of Default hereunder.
'"Death or lnsolven_"')''" shaH not equate to any change of control which means any change in ownershio of twenty-fiVe percent (25%)
or more of the ownership interests of Grantor, whether by assignment. transfer. conveyance, resignation or expulslon of 2 mernoer of
such Grantor or by dilution or otheM'ise. or the reslgnaiiof').. e:t:pUlsion or removal oi any managing membet- of such Giantor.
Events Affectlng Guarantor shaJI not indude Guarantor's death or Incompetency insofar as David A. Wtlhelm as Guarantor.
Defedive CollateraJization, as described herein, and the provision which sets forth such description. IS hereOy deleted in its entirety.
To the extent the -erms and conditions set forth ln this Additionaj Provisions section of this Deed oflrust contradict with other terms
and conditions set forth in lhe boay of the Deed of "Trust. this AddH.ional Provisions .section shall control.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Deed of Trust
Amendments. This De eo o( T rusl together with any Reiated Dacumems. ::onstiiutes the entire understanding and agreement oi
the partles, as the matters set forth in this Deed of T rusl No afteraiion of or amendment to this Deed of Trust shall be
effective unless given in writing and signed by the party or parties sought to be or bound by the alteration or
amendment
Annual Reports_ If the Property ls used for purposes other than Granter's residence, Grantor shall fumish to Lender, llpon
request. a certified statement of net operating income received from the Property during Grantor's previous ftSCai year in such
form and detail as Lender shall require. "Net operating income" snail mean ail cash receipts from the Property less ail cash
e.xpendltures made in connection wittl the operaiion of the Property.
Caption Headings. caption headings in ttus Deed af TrtJS: are tor c::::mvenience purposes only and are not to be used to interpret
or define the PfOVISions of this Deed ofT rusL
Merger. "There shall be no me19er of the 1nteresi; or estate created. by this Deed of Trust with any other interest or es-..ate in the
Property at any time held by ar 1or the benefit of Lender in any capacity, without the written consent of Lender.
Governing Law. This DeeG of Trust will be governed hy federal \aw appticable to Lender and.
1
to the extent not preemptetl by
federal law, the laws of the State of Colorado without regard to its conflicb of law provisions. This Deed of Trust has been
accepted by Lendar in the State of Colorado.
Choice of !f there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdidion of the courts of EagJe
County, State of Colorado.
Joint and. Several Uabilit)l. All obligations of Grantor 1..mder Deed of Trust. shall be Joint and several. and at! referenc:.es to
Granta shall mean eac:h and every Granmr. This means tllat each Grantor signing below is responsible for an obfigatlons in this
Deed of 'Trust. Where any one or more of the parties i:s a corporation, partnership, limited liability company or similar entity. it is
not necessary for Lender to inquire into the powers of any of "the officers, directors, partners, members, or other agents ac:ting or
purporting to ad an the entity's behalf, and any obligations made or created in refaance upon the exercise of
powers shaU be guararrteed under this Deed of Trust.
No Wal'lar by Lender. Lender shall not be deemed to have waived any rights under this Deed of Trust unless sucn waiver is
gWen in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a
waiver oi such right or any other right A waiver by Lender of a provision of this Deed of 1" rust shall not prejudice or constitute a
Waiver of Lenders right otherwise to demand strict compliance with that provision or arry other provision of this Deed orTn.JsL
No prior waiver by Lender, nor any course ai dealing betw'een Lender and Granwr, shall constitute a waJVer of any of Lender's
nghts or of any of Grantor's obligations as to any future transaciions. Wllenever the consent of Lender IS required under this
Deed of Trust. the of sud! ronsent by Lender in any instance shall not constitute continuing consent to subsequent
instances where such consent is required and in all cases such consent may be granted or withheid in the sde discretion of
Lender.
Severabifrty. If a court of competent jurisdiction finds any provision of this Deed of Trust to be illegaL 1nvalid, or Wlenfon;eable as
tc any person or cira..tmstance. that finding shaJI not make the offending proVIsion ntegal invalid, or unenforceable as to any other
person or Clra..tmstance. If feasible, the offending proviskJn shall be considered modified so that it becomes legaL vaiid and
enforce;abie. If the offending provision cannot be so modified, it shall be. considered deleted from th1s Deed of Trust. Unless
otherwrse requaed by law, the megatity, invalidity. or uneniorceability of arry provision of this Deed of Trust shall not affect the
legality, valiaity or enrorceability of any other of this Deed of Trust.
Successors and Assigns. Subject to any limitations stated in this Deed of Trust on transfer of Grantors interesl this Deed of
Trust shall be binding upon and inure to the benefit of the parties. their successors and assi!?ns. If ownership of l:he Property
becomes vested In a person other than Grantor, Lender. without notice to Grantor, may deal with Grantor's suc::;essors with
reference m this Deed of Trust and the lnaebtedness by way of forbearance or extension without Grantor tram the
obligations of ttus Deed of Trust or liability under the Indebtedness.
Time is of the Essence.. Time is of the essence in the perfonna:nc:e of thls Deed ofT rusL
Waive Jury. Ml parties to this Peed of Trust hereby waive the right to any jury trial in any action, proceeding, or counterd:aim
brought by any party against any other party.
Waiver of Homestead Exemption. Grantor hereby releases and waives aU rights and benefits crf the homestead exemption laws of
the State of Colorado as to all Indebtedness secured by this Deed ofT rust.
OEANffiONS. The following capitalized words .and terms shall have the foUowing meanings when used in thts Deed ofT rust Unless
specifically stated to the contrary, all references to dollar amoums shal! amounts in lawful money of the United States of
America. Words and 1erms used in the singular snail indude the plural. :and the plural shafl lndude the singular, as- the contexi may
require.. Words and: rerms not othe!"N1se de11ned in this Deed of Trust shall have the meanings attributed to such terms rn the Uniform
Commercal Code:
Beneficiary. The word aenefic:iary means Alpine Bank.. A Cobrado Banking Corporation. and fts successors anQ' aSSigns.
Sorrowec. The word "Borrnwer" means C8RDILLERA GOLF CLUB. LLC. A DELAWARE LIMITED LJABILI1Y COMPANY: and
CDRDIL.!J:RA F&B, LLC, A DELAWARE LIMITED LJABILI1Y COMPANY and includes all co-signe<s and co-makers signing tile Note
and aU their successors and assigns.
Deed. of The wards '"Deed of Trusr- mean this Deed of Trust among Grantor. Lender; and Trustee, and inc:fudes wtthout
limitation all asstgnment and security mterest provisions relating to the Personat Property and-
Oefault. The word "Default" means the Detaun set forth in this Deed of Trust in the section titled "Default".
Environmental Laws. The words Environmental Laws'" mean any and ail state, federal and loc:::ai statutes, regulations and
Loan No: 4450362601
DEED OF TRUST
(Continued) Page 7
ordiflances relating to the protect.ion of human health or the environment, including without \imrtaiion the Comprehensive
Environmental Response:, Compensation, and Uabtlity Ac1 oi 1980, as amended, 42 U.S.C. Section 9601, et seq. rcERCLA"),
the Superfund Amendments and Reauthorizaiion Ac:t of 1986, Pub. L No. g9.499 rsARA"), the Hazardous Materiais
Transportation AC', 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovel)' Act. 42 U.S.C. Section 6901, et
seq_, or other apphcahJe state or teder:al \aws. ruk:ts. or regulations adopted oursuant thereto.
Event of DefauiL The words "Event of Deiault"' mean an)i of the events of default set forth in this Deed ofT rust in the events of
default section of this Deed afTrusL
Grantor. The word "Grantor" means CORDILLERA GOLf' CLUB. ll.C, A DElAWARE LIMITED LIABILITY COMPANY: and
CORDILLERA F&B, LLC, A DELAWARE LIMITED LIABILITY COMPANY.
Guarantor. The word '"Guarantor- means. any guarantor, surety, or acrommodation party of any or all of the indebtedness.
Guaranty. The word "Guaranty' means the guaranty from Guarantor to Lender, indudiny without limitation a guaranty of ail or
part of the Note.
Hazardous Substances. The words '"Hazardous Substances'" mean materiais that because of their quantity. concentration or
.physical. chemical or infectious characteristics, may cause or pose a present or pPtential hazard to human heatth or the
environrnem when imprcperty used, treated. stored.. disposed ,of. generated, manufactured, transported or otherwise handled.
The won:ts '"Hazardous Substi!nces are used in their very broadest sense and indude wtthout limitation any and all ha:Laf"'dous or
toxic substances. materials or waste as defined by or listed under the Environmental Laws. The .renn "Hazardous Substances"
also indudes, without limitation. petroleum and by--products or any fraction thereof and
hnprDYernents.. The word .. lmprovements'" means all existing and future improvements, bU11dings. structures, mobile homes
affixed on the Real Property, fac:iUi:ies. additions, replacements and other construction on tile Real Property.
Indebtedness.. The word "1ndebtadness means all plincipai. and other amounts, coSTS and expenses payable under the
Note or Related Documents, toge1;her with renewals of. extensions of, modifications ct. consoliciaiions of and substitutions for
the Nate or Related Documents and any amounts expended ar advanced by Lender to disdlarge Grantor's obligatlort.s or expenses
inaJrred by Trustee or to enforce Grantor's obligations under this Deed of Trust, together with interest on sudl amounts
as proYided in this Deed of TrusL SpecificaHy, without limitation, Indebtedness indudes a8 amounts that may be indiredy
secured by the Gross-Coflatercltizaiion provision of this Deed of TrusL
The word "Lender" means Alpine Bank. A Coiarado Banking Corporation. its successors and ass1gns.
N.ote. The word "Note" meens the promissory note dated June 26. 2009, in the original principal amount of
$13,700,.000.00 irom Granror to Lender. together with aU renewa)s of, extensions modifications of, refinancings of,
conscMid.aiions of, and substitutions for the promissory note or agreement The maturity date of the Note is June 26, 2012.
NOTICE TO GRANTOR: THE NOllE CONTAINS A VARIABLE INlEREST RATE
Personal PToperty. The words "Personal Property" mean all equipment., fixtures. and other artides of personal property now or
hereafter owned by Grantor, and now or hereafter attached or affixed to the Real Property; together wrth aU accesSions. parts,
and addilions replacements of. and all substitutions for, any of sudl property, and together wrth ail proceeds {induding
without limitation all insurance proceeds and refunds of premiums) from any sa)e or other disposition of the Property_
Proparty. The word "Property" means collectively the Real Property and the Personal Property.
Real Property. lhe won:is "Real Property mean the real property, int,erests and rights. as further described in this Deed ofTrusL
Related Documents. The words '"Related DoaJments" rnean all promtssory notes, credit agreements, loan agreements,
environmental agreements. guaranties. sec:.utty agreements. mortgages, deeds of trust. seCJrity deeds, coUatera! morrgage:s. and
aU other instrUments, agreements and doaJmentS, whether now or hereafter existing, executed m connection With the
lnd<ootedness.
Rents. The word -Rents"' means ail present and future rents, revenues, income. issues. royalties. profits, and other benefits
oerived from the Property,
TrustM.. The word "Trustee" means. the Public Trustee of EAGLE County, Cobada_
EACH GRANTOR ACKNOWLEDGES HAVING READ All. THE PROVlSIONS OF THIS DEED OF TRUST, AND EACH GRANTOR AGREES
TO ITS TERMS.
GRANTOR:
COROIL.l.ERA GOLF CLUB, LLC, A DELAWARE UMITED LIABIUTY COMPANY
of CORDILLERA GOLF CLUB, ll.C, A DELAWARE
Loan No: 44503626(}1
DEED OF TRUST
(Continued)
LIMITED LIABIUTY COMPANY ACKNOWLEDGMENT
STATE OF
COUNTY
)SS
)
Page 8
On this 1.5?"'1"-- day of 1"'",1 N e . 20 before me, the undersigned Notary Public,
personally appeared AUTiiORIZED SIGNER FO CGH MANAGER. l.LC, and known to me to be a member or designated agent of the
iimited liability company that executed the Deed of Trust and ac:knrnNiedged the Deed of Trust to be the iree and volurr.:ary act and
deed of the limited liability company, by authority of staurte. its articles of organiz:::a'tion or its operating agreement, for the uses and
purposes til n mentioned., and on oalh stated that he or she is authorized to execute the
Deed of ru on behaW of e flmiled bi"' c:ornpany NOTARY PUBUC
Residing at STATE OF COLORfUJO
My Februa!Y 12., 2012
LIMITED LIABILITY COMPANY ACKNOWLEDGMENT
STATE OF _.J.C .....
COUNTY OF _
) ss
)
On this day of S M c;:-' , 20 , before me, the undersigned Notary Public,
personally appeared PATRICK 0. WILHELM, SOLE MANAGER of L.U::, A OEL.AWARE UMITED UABILITY
COMPANY, and known to me to be a member or designated agent of the limited liabifl!y company that executed tne Deed of Trust and
acknowledged the Deed of Trust to be lhe free and voluntary ad and deed of the imited fiabifl!y company, by authority of statute, its
artides of organi:zaiion or its operating agreement. fur the uses and purposes therein or is
autho ed e this oi T t a 'n fact exe Deed of Trust on behaH of the itml\ff:li'AW
y Residing at STATE OF COLORADO
My Expires February 12, 2012
LASER PRO Lending, Ver. 5.44.00.002 Copr. Harlano Financial Solutions. Inc. 1997, 2009. All Rights Reserved. - CO
G:IAMYIGFJ\LPLIG01.i'C TR-38374 PR-78
EXHIBIT "A"
This EXHIBIT ""A"" is- attached l:o and by this referenc::e ts made a part of the Deed C)f Trust, ciatecl June 26. 2009, and executed in
connectior1 with a loan or other financial accommodations between A.LPtHE BANK. A COLORADO BANKING CORPORA TIOH and
CORDIU.ERA GOLF CLUB, LLC, A DELAWARE UMITED UABILJn' COMPAf>IY; and CORDILLERA F&B, LLC, A DELAWARE UMITED
UABIUTY COMPANY.
Loan No: 4450362601
THIS EXHIBIT "A" IS EXE'::UTED ON JUNE 26, 2009.
GRANTOR:
EXHIBIT "A"
(Continued)
CORDILLERA GOL< CLUB. LLC. A DELAWARE UMITEO UABIUTY COMPANY
of CORDILlERA
A DELAWARE
Page 2
SCHEDULE A
LEGAL DESCRIPTION
Parcel 1 (fee simple):
TRACT A,
CORDILLERA SUBDIVISION FILING NO. 14 THE CLUB COTTAGES, A RESUBDIVISIO
OF TRACTS B AND B-1. CORDILLERA SUBDIVISION FILING NO. 7,
According to the Amended Plat recorded October 18. 1994 in Book 652 at Page 841 as Recepti<
No. 548878.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 2 (fee simple):
Parcels L-1 and L-2,
BEARCAT AT THE RANCH AT CORDILLERA,
CORDILLERA SUBDIVISION, FILING NO. 12,
According to the plat recorded August 30, 1994 in Book 648 at Page 856 as Reception No. 5448
COUNTY OF EAGLE
STATE OF COLORADO
Parcel3 (fee simple):
Parcel L-3,
CORDILLERA SUBDIVISION, FILING NO. 28,
According to the Plat recorded June 9, 1997 in Book 728 at Page 915 as Reception No. 624877.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel4 (fee simple):
TractS,
CORDILLERA SUBDIVISION, FILING NO. 8,
According to the plat recorded June 24, 1993 in Book 612 at Page 307 as Reception No. 508384.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 5 (fee simple):
Tracts Tl, T2 and TJ,
CORDILLERA SUBDIV1SION, FILING NO. I 0, TRACT T
A RESUDlVlSION OF TRACT T
According to the plat recorded December 17, 2004 as Reception No. 900959.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 6 (fee simple):
Parcels W-1, W-2 and W-4,
CORDILLERA SUBDIVISION, FILJNG NO. 41
according to the plat recorded June 19, 2000 as Reception No. 732428
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 7 (fee simple):
Parcel W-3,
CORDILLERA SUBDIVISION, Fll.JNG NO. 36, BLOCK 1, LOT 26,
according to the plat recorded December 5, 2001 as Reception No. 778130
COUNTY OF EAGLE
STATE OF COLORADO
ParcelS (fee simple):
Tract P,
CORDILLERA SUBDIVISION, Fll.JNG NO. 41
according to the plat recorded June 19, 2000 as Reception No. 732428
COUNTY OF EAGLE
STATE OF COLOR..\DO
Parcel 9 (easement):
Tract V,
CORDILLERA SUBDIVlSION, FILING NO. 41
according to the plat recorded June 19, 2000 as Reception No. 732428
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 10 (fee simple):
Tract B,
CORDILLERA SUBDIVISION, FILING NO. 37,
according to the plat recorded February 8, 2000 as Reception No. 722159.
COUNTY OF EAGLE
STATE OF COLORADO
Parcelll (fee simple):
Tract R-1.
CORDILLERA SUBDIVISION, FILING NO. 44,
according to the plat recorded January 13, 2004 as Reception No. 864906.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 12 (fee simple):
Tract B,
CORDILLERA SUBDIVISION, FILING NO. 27
According to the Plat recorded June 9, 1997 in Book 728 at Page 914 as Reception No. 624876 and
the Correction Plat recorded May 26, 1998 as Reception No. 657679.
COUNTY OF EAGLE
STATE OF COLORADO.
Parcell3 (easement):
An easement estate as described in Warranty Deed recorded February 2, 2004 as Reception No.
866472, described as follows:
A permanent utility and access easement of varying width lying within and north of the right-of-way
of Colorado State Highway 6 along the following described perimeter located in the Southe:lSt
Quarter of Section 36, T 4 S, R 83 W of the 6th P.M., with all bearings based on the Final Plat of St
Claire of Assisi Parish according to the Plat thereof as Recorded on October 29, 1996 in the office
of the Eagle County Clerk and Recorder, Eagle County, Colorado at Book 709, Page 965 at
Reception No. 605945, and with the perimeter of said easement being more particularly described
as folfows:
Commencing at a found CDOT-R.O.W. Monument on the south right-<Jf-way of State Highway 6,
at station 1630+00, being a brass cap set in concrete, from which a similar CDOT-R.O.W.
Monument at station 1611+00 bearsS. 5JO 55' II" E. 1900.00 feet,
thence along said south right-of-way S. 5755' II" E. 17.41 feet to the Point of Beginning;
thence departing said south right-of-way the following five (5) courses:
1) N. 30 51' 25" E. ll.IO feet;
2) N. 14 20' 44" E. 79.91 feet;
3) N. 57o 55' 11" W. 106.11 feet;
4) Along a curve to the right having an arc length of 211 .. 91 feet, a radius of 5693.00 feet and a
central angle of 2 07' 58" with a chord bearing and distance of N. 56 51' 12" W. 211.90 feet;
5) N. 26 0 I' 30" E. 13.13 feet; to the north right-of-way of said State Highway 6;
Thence along said north right-of-way, along a curve to the right, having an arc length of 83.73 feet,
a radius of 5680.00 feet and a central angle of oo 50' 41" with a chord bearing and distance of N 55
20' 45" W. 83.73 feet;
thence departing said right-of-way the following thirteen ( 13) courses:
I) N. 35o 00' 00" E. 62.84 feet;
2) N. 55 00' 00" W. 20.00 feet;
3) N. 3SO 00' 00" E. 50.00 feet;
4) S. 55 00' 00" E. 93.00 feet;
5) S. 35 00' 00" W. 78.00 feet;
6) S. 51 44' 40" E. 25.83 feet;
7) S. 26 01' 30" W. 14.13 feet;
8) S. 54 21' 29" E. 54.81 feet;
9) S. 00 00' 00" E. 3.82 feet;
1 0) S. 55 38' 28" E. 135.03 feet;
11) s. 5JO 55' 11" E. 123.14 feet;
12) S. 14 20' 44" W. 98.80 feet;
13) S. 20 51' 25" W. 16.21 feet to the south right-of-way of said State Highway 6;
thence along said south right-of-way N. 5JC 55' 10" W. 20.39 feet to the Point of Beginning.
COUNTY OF EAGLE
STATE OF COLORADO
Parcell4 (fee simple):
Tract J,
CORDILLERA VALLEY CLUB FILING NO. 1
According to the plat thereof recorded August 29, 1995 in Book 674 at Page 807 as Receplion No.
570822.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 15 (fee simple):
Tracts I and H,
CORDILLERA VALLEY CLUB FILING NO. 9, LEGACY TRAll...
According to the plat thereof recorded July 15, 1998 as Reception No. 654885.
COUNTY OF EAGLE
STATE OF COLORADO
and
Tract R,
CORDILLERA VALLEY CLUB FILING NO. 9, LEGACY TRAll..., TRACT R,
According to the plat recorded May 4, 1998 as Reception No. 654885 and the c o r r ~ c t i o n plat
recorded May 20, 2004 as Reception No. 877949.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 16 (fee simple):
Tract B,
CORDILLERA SUBDIVISION FILING NO. 16, .
According to the flnal plat recorded August 19, 1994 in Book 648 at Page 202 as ReceptiOn

544243 and correction plat recorded November 21, 1994 in Book 655 at Page 562 as Reception
551596.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 17 (easement):
An easement for the purpose of constructing, installing, using maintaining: and rep1ac
from time to time the golf course related improvements as granted and delmeated m that Easem
Agreement recorded December 18, 2003 as Reception No. 862401 and re-recorded November t
2006 as Reception No. 200630398.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 18 (fee simple):
Kensington Green Par 3 Maintenance Facility Lot,
CORDILLERA SUBDIVISION FILING NO. 31,
According to the correction plat recorded September 8, 1998 as Reception No. 668666.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 19 (fee simple):
Tract A,
CORDrLLERA SUBDIVISION FILING NO. 3 I,
According to the correction plat recorded September 8, 1998 as Reception No. 668666.
Parcel 20 (easement):
Non-eXclusive easement for access and use over those portions of the Common Area reasonable
necessary to the operation, maintenance, repair and replacement of the golf course.
Non-exclusive easement for of water from any irrigation system serving the golf coon
Easement of access for the purpose of retrieving golf balls from bodies of water within the ComJ
Area lying within range of golf balls hit from the golf course.
All as granted and delineated in Article 13.5 (b) (c) and (d) of that Declaration of Covenants,
Conditions, and Restrictions for Cordillera Community Association recorded June 29. 199? in R
Parcel 21 (easement):
Non-exclusive easement for access and use over those portions of the
necessary to the operation, maintenance, repair and replacement of the
Non-exclusive easement for overspray of water from any irrigation sy!
Easement of access for the purpose of retrieving golf balls from bodie
Area lying within range of golf balls hit from the golf course.
All as granted and delineated in Article 13.5 (b) (c) and (d) of that Ce1
Amended and Restated Declaration of Covenants, Conditions and Res
recorded May 12, 1993 in Book 608 at Page 785 as Reception No. 50.:
Parcel 22 (easement):
Non-exclusive easement for access and use over those portions of the
necessary to the operation, maintenance, repair and replacement of the
Non-exclusive easement for overspray of water from any irrigation s y ~
Easement for the purpose of blending the grading of the golf course an
the clubhouse) with such Lots and Common Area and for grass soddin
borders of the golf course and related areas.
All as granted and delineated in Sections 8.12.2, 8.12.3 and 8.12.4 oft
Conditions and Restrictions and Easements of Blackhorse at Cordiller.
as Reception No. 771735.
COUNTY OF EAGLE
STATE OF COLORADO
EXHIBIT "B"
This SXHIBIT ...9' .. ls attached to and by this reterenr::!: is made .c. part of the Deed of 1rust, dated Jurre 2E, 20U91 i!lnd execuied in
conne..-tion with ioan ar other financial accommodations between ALPINE B A I ' I I ' ~ A COLORADO BANKING CORPORATION and
COR0ll..L3UI GOLF CLUB., LLC, A D=:LAWARE UMITED UABIUTY COMPAI'fl'; nd CORDILLERA F&B, CLC, A DELAWARE LIMITED
UABILITY COMPANY.
Loan No: 4450362601
THIS EXHIBIT -s IS EXECl!T"Jl ON JUNE ZE"., ZOM.
GRANTOR:
EXHIBIT "B"
(Continued)
COR!JILLERA GOLF CLUa, LLC, A DELAWARE UMIT"'Jl LlABIUTY COMPAN1'
f>age 2
EXHIBIT B
VALLEY COURSE WATER RIGHTS
1 Th te ri.cllts s . c k d ihed ii ll ewaer on prmg ree escn as o ows:
Appropriation Adjudication
Structure
Amount Date Date
Groff Ditch 0.3 c.f.s. 4/30/1B85 12117/1889
Groff Ditch 6.1 c.f.s. 9/9/1889 12./17/1889
Groff Ditch-
Cottonwood 1.0 c.f.s. 7/13/1990 12/31/1991
Enlargement
Said two Groff Ditch water rights are subject to the terms and limitations of the change
decree in Case No. 91-CW-034, including, but not limited to, the provisions of paragraphs
5, 6, and 7 of said decree. Said water rights are summarized in Appendix A hereto.
2. The water rights on Burnison Creek (a/kla Beard Creek) and on Deadhorne Gulch
described as foliows:
Appropriation Adjudication
Structure
Amount Date Date
Root Ditch 1.6 c.f.s. 6/21/1901 6/4/1917
Root Ditch-
Reynolds 1.0 c.f.s. 7127/1973 12/31/1982
Enlargement
Said water rights are subject to the terms and limitations of the change decree in Case No.
91-CW-034, including, but not limited to, the provisions of paragraphs 5, 6 and 7 of said
decree. Said water rights are summarized in Appendix A hereto.
3. Those absolute and conditional waterrights decreed to Cordillera Valley Club Golf
Course Pond No. 1, Cordillera Valley Club Golf Course Pond No. 2, Cordillera Valley Club
Golf Course Pond No. 3, Cordillera Valley Club Golf Course Pond No. 4, and Cordillera
Valley Club Golf Course Pond No. 5, in Case No. 91-CW-033, on December 8, 1992, by
the District Court in and for Water Division No. 5, State of Colorado. The decree for said
water rights is summarized in Appendix B.
4. That conditional water right decreed to the Cottonwood Pump and Pipeline, in Case
No. 91-CW-033, on December 8, 1992, by the District Court in and for Water Division No.5,
State of Colorado. The decree for said water right is summarized in Appendix C.
5. Agreement, amongst Cordillera Valiey Club investors Limited Partnership,
SDCA_ ~ 48977'5. 1
B-1
Bear Properties, LLC, JMCG Colorado, LLC, and Academy Woods, Ltd., tor
construction and use of water teatures located on Lots 2, 5, and 6, Timber Springs.,
recorded July 28, 2008 as Reception No. 2008-15928.
6. Agreement, between Cordillera Valley Club Investors Umited Partnership and
Summit Investments., LLC, for c;:onstruction and use of water teature located on Lot 1,
Timber Springs, recorded September 24, 2008 as Reception No. 200820542.
7. All of the water, totaling 65 acre-feet, under United States Department of the
Interior Water Service Contract No. dated November 30, 1992., for the
delivery of water from Green Mountain Reservoir.
8. The plan tor augmentation decreed in Case No. 91-CW-33.
SDCA_
B-2
APPENDlXA
GROFF DITCH AND ROOT DlTCH WATER RtGHTS
The water right decreed to the Groff Ditch-Cottonwood in Case No.
91-CW-33 on December 8, 1992, and the water rights in the Groff Ditch and the Root Ditch
and the Root Ditch-Reynolds Enlargement changed by the decree entered on December 8,
orma ona purposes as o ows:
1992. C N 91 CW-034 . df 'nt ti I t U
m ase 0. -
Structure
Groff Ditch-Cottonwood
Enlargement
(Upper Groff Ditch)
Groff Ditch
(Lower Groff Ditch)
Groff Ditch
(Lower Groff Ditch)
Root Ditch
Root Ditch-Reynolds
Eniargement
, are summariZe
Amount
1.0 c.f.s.
.6.1 c.f.s.
0.3 c.ts.
1.6 c.f.s.
1.0 c.f.s.
or1
Appropriation
Adjudication

Date
7/13/1990
12/31/1991
9/9/1889
12/17/1889
4/30/1885
12/17/1889
6/21/1901
6/4/1917
7/27/1973
12/31/1982
a. The water rights, other than the Groff Ditch-Cottonwood Entargement,
were historically used to irrigate approximately 77 acres of located in Sections 31 and
32, Township 4 South, Range 82 West of the 6fu .M., Eagle County, Colorado.
b. The headgate of the Groff Ditch is located on the East bank of
Creek at a point in theSE :4 of Section 36, Township 4 South, Range 83 West of the 6
P.M., whence the quarter section comer between Sections 31 and 36, Township 4 South,
Range 83 West, bears N.6030' E. 951 .5 feet
c. The headgate of the Groff Ditch-Cottonwood Enlargement is located
on the East bank of Spring Creek in the NE ;4 NE '!4 of Section 36, Township 4 South,
Range 83 West of the 6tn P.M., whence theE :4 comer of said Section 36 bears S.330'E.
2145 teet
d. The headgate of the Root Ditch is on the Weffi bank of
Bumison Creek at a point whence the SW comer of Section 32, Township 4 South, Range
82 West ofthe 6th P.M. bears S.4745'W. 2500 teet.
SDC:A_1489T76.1
B-3
Page 2
Appendix A
Groff Ditch and Root Ditch Water Rights
e. The point of diversion of the Root Ditch-Reynold Entargement is
located on Deadhorse Gulch at the point where the Root Ditch crosses Dead horse Gulch in
the SW ;4 SW "A of Section 32, Township 4 South, Range 82 West of the otn P.M., at a
point whence the SW comer of Section 32 bears S. 2939'28" W. 1421 .5 feet.
f. Underthe decree in Case No. 91-CW-034, dated DecemberS, 1992:
(1) The Groff Ditctr-Cottonwood Enlargement point of diver-Sion
was added as an alternate point of diversion for the Groff Ditch.
(2) The Groff Ditch, Root Ditch, and Root Ditch-Reynolds
water rights were decreed fe>r golf course and landscape
storage and irrigation purposes on 77 acres of land located within Sections
31 and 32, Township 4 South, Range 82 West of the 6tn P.M., more
particularly described in Exhibit A attached to the decree.
(3) Applicant agreed not to exercise these lights in such a manner
as to call, or cause an administrative call to be placed upon the Bumison
Ditch (Priority No. 112) or the Bumison Ditch No. 2 (Priority No. 111) as
decreed by the Eagle County Distlict Court in Civil Action No. 294 entered on
June 29, 1894.
(4) Applicant further agreed to abandon the Groff Ditch Priorities
Nos. 334 and 337 decreed by the Eagle County District Court in Civil Actions
Nos. 669 and 675, respectively.
g. By the decree entered by the District Court, in and for Water Division
No.5, State of Colorado, on May 23, 1999, in Case No. 98CW249, the water right decreed
to Groff ditch-Cottonwoe>d Enlargement was continued as conditional.
h. Under the decree entered in Case No. 05-CW-095, dated August 25,
2006, the following water rights were made absolute:
(1) 0.8 of the 1.0 c.f.s. decreed conditional to t'le Groff Ditch-
Cottonwood Enlargement for irrigation use; and
(2) 0.93 of t'le 1.0 c.f.s. originaUy decreed conditional to the Groff
Ditch-Cottonwood Enlargement for recreation and piscatorial uses;
SDCA_ gB9T76.1
B-4
Appendix A
Page 3
Groff Ditch and Root Ditch Water Rights
h. Under the decree entered in Case No. 05-CW -95, the following water
rights were continued as conditional:
(1) 0.2 c.Ls. of the 1 .0 cJ.s. decreed conditional to the Groff Ditch-
Cottonwood Enlargement for irrigation use; and
(2) 0.07 of the 1.0 c.Ls. originally decreed conditional to the Groff
Ditch-Cottonwood Enlargement for recreation and piscatorial uses;
The month for filing the next application for finding of reasonable diligence is August,
2012.
SDCA._ 1489776.1
B-5
APPENDlX B
CORDILLERA VALLEY CLUB GOLF COURSE PONOS NOS. 1 THROUGH 5
Conditional water storage rights were decreed by the District Court in and for Water
Division No. 5, Colorado in Case No. S1-CW-033, on December 8, 19B2, forthe Cordillera
Valley Club Golf Course Ponds Nos. 2, 3, 4, and 5, summartz.ed for informational
purposes as follows:
A. Legal Descriptions and Amounts:
1. Golf Course Pond No. 1, decreed 6.0 acre feet, conditional, is located in
the NW:4 SW'/-. of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whence
the SW comer of said Section 31 bearsS. 14 o 45' W. 1,600 feet.
2. Golf Course Pond No. 2, decreed 2.0 acre feet, conditional, is located in
the SEY., NWY4 of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whence
the WY. comer of said Section 31 bearsS. 77 45' W. 2,270 feet.
3. Golf Course Pond No. 3, decreed 6.0 acre feet, conditional, is located in
the NW'X SEY. of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whence
the SY4 comer of said Section 31 bearsS. 29 30' W. 2,060 feet.
4. Golf Course Pond No.4, decreed 20.0 acre feet, conditional, is located in
the SWY. SEY-. of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whence
the SY. comer of said Section 31 bears S. 57 c 15' W. 1 ,520 feel
5. Golf Course Pond No.5, decreed 4.0 acre feet, conditional, is located in
the SWY.. of Section 32, T. 4 S., R. 82 W. of the 6th P.M., whence
the SW comer of said Section 32 bears S. 48 c W. 1 ,300 feel
B. Uses: \rrigation, recreation and piscatorial uses.
C. Date of initiation of appropriation: Juiy 13, 1990.
D. The sources of the Golf Course Ponds Nos. 1 through 5, inclusive, are:
Spring Creek via the Groff Ditch - Cottonwood Enlargement ( cis); Bumlson
Creek via the Root Ditch (1.6 cfs) decreed in Eagle County District Court,
Civil Action No. 687; Deadhorse via the Root Ditch - Reynolds
Enlargement (1 cfs) decreed in Case No. 82CW34 the Eagle Rivervia
the Cottonwood Pump and Pipeline (2 cts).
B-6
Appendix B
CVC Golf Course Ponds Nos. 1 through 5
SDCA_ 1489777.1
E. Each of the said reservoirs shall be constructed by means of embankment of
less than ten feet in height.
F. By the decree entered by the District Court, in and for Water Division No. 5,
State of Colorado, on May.23, 1999, In Case No. 98CW249, the water rights
decreed to Golf Course Pond Nos. 1 through 5, inclusiva, were continued as
conditional.
G. Portions of the above-described water rights were made absolute, and the
remainder continued as conditional, by the decree entered by the District
Court, in and for Water Division No. 5, Colorado, on August 24, 2006, in
Case No.OS-CW-095, as follows:
H.
1. Golf Course Pond No.1 has been constructed and subsequently used for
storage of water and subsequently used for irrigation, recreation, and
piscatorial uses at the Cordillera Valley Club golf course
(a) Description of portion of conditional water right hereby made
absolute:
(i) Date water rights applied to beneficial use: June
1' 1993.
(ii) Amount made absolute: 6.0 acre-feel
(iii) Uses: irrigation, recreation and piscatorial uses.
The month for filing the next application for a finding of reasonable diligence
is August 20 12.
B-7
APPENDIX C
SURFACE WATER RIGHT DECREED TO COTTONWOOD PUMP AND PIP'EUNE
A conditional surface water right was decreed to the Cottonwood Pump and Pipeline
in Case No. 91-CW-033, on December 8, 1 992 is summarized for informational purposes
as foHows:
a. Legal description: The headgate is located at a point on the north bank of
tr.e E a g ~ e River in the SW:4 SW;4 of Section 31, T. 4 S., R. 82 W. of the 6th P.M. whence the
SW comer of said Section 31 bears S. 5" W. 500 feet.
b. Date of initiation of appropriation: July 13, 1990.
c. Amount decreed: 2.0 cis, conditional.
d. Uses: Irrigation, recreation and piscatorial uses.
e. Source: E a g ~ e R;ver.
f. By the decree entered by the District Court, in and for Water Division
No.5, State of Colorado, on May23, '1999, in Case No. 98CW249, thewaterrightdecreed
to Cottonwood Pump and Pipeline was continued as conditional.
g. By the decree entered by the District Court, in and for Water Division
No. 5, State of Colorado, on August 24, 2006, in Case No. 05CW95, the water right
decreed to Cottonwood Pump and Pipeline was continued as conditional for al! originally
decreed purposes, and the month. for fi[ing the next application for finding of reasonable
diligence is August, 2012.
C:\DDCUME-11KWITTDRFILO:::ALS-1\TEMP'N8RIGHT\PRINT\ 14BST7S_ \.DOC
SDCP-._14!19778. 1
B-8
SUMMIT COURSE, MOUJ\"'TAIN COURSE AND SHORT COURSE WATER RIGHTS
1. Those certain conditional storage water rights decreed in Case No. 91-CW-075 on
January 3, 1992, by the District Court in and for Water Division No.5, State of Colorado, for the
Golf Course Ponds Nos. 1 through 6, inclusive, which 'Water rights are summarized on. Appendix A..
2. Those conditional water rights decreed to Stag Gulch Diversion Point No. 1, Stag
Gulch Diversion Point No.2, StagGulchDiversionPointNo. 3, StagGulchDiversionPointNo. 4,
and Stag Gulch Diversion Point No.5, in Case No. 91-CW-076, on January 3, 1992, by the District
Court in and for Water Division No.5, State of Colorado. The decree for said water rights is
summarized in Appendix B hereto.
3. The water right decreed to SCR Diversion Point No. 2, SCR Diversion Point No. 3,
SCR Diversion Point No. 4, SCR Diversion Point No. 5, and SCR Diversion Point No. 6 (the
Grnham Ditch headgate) in Case No. &9-CW-218 on October 11, 1990, by the District Court in and
for Water Division No.5, State of Colorado. The water rights decreed to SCR Diversion P.oint
No. 2, SCR Diversion Point No. 3, SCR Diversion Point No. 4, SCR. Diversion Point No. 5, and
SCR Diversion Point No.6 are more particularly described in Appendix C hereto.
4. The water rights on Squaw Creek descn.bed as follows::
Appropriation Adjudication
Structure Amount Date Date
Graham Ditch 1.5 c.f.s. 6!2211904 2127/1911
Graham Ditch 3.0 c.f.s.. 6/10/1914 4/15/1920
Said water rights are subject to the terms and limitations of the change decree in Case
No. 91-CW-077, including, but not limited to, the provisions of paragraph 5, paragraph 6.b.(2),
paragraph 6.c.(3), and paragraph 17. Said water rights are summarized on Appendix D hereto.
5. The water rights on Squaw Creek descn'bed as follows::
Appropriation Adjudication
Structure Amount Date Date
Dora B Ditch 1.0 c.f.s. 11/111892 6/29/1894
Henderson Ditch 0.90 c.f.s. 2/27/1911 6/28/1907
SaraM Ditch 0.40 c.f.s. 5/1/1892 6/29/1894
B-9
Said Dora B Ditch and Henderson Ditch water rights are subject to the terms and limitations of the
change decree in Case No. 91-CW -077, including, but not limited to, the provisions of paragraphs 5,
6.b.(2), and 6.c.(3) of said decree. Said water rights are summarized in Appendix E hereto. Said
Sara M Ditch water right is subject to the terms and limitations of the change decree in Case No.
97-CW-280, including, but not limited to, the provisions of paragraphs 7 .a.(4), &.E.., and 8.b. of said
decree. Said water rights are summarized in Appendix F hereto.
6. 23 5 acre-feet of the water under United States Depart:rnent of the Interior Water
Service Contract No. 4-07-60-Wl015, daied Apri121, 1994, for the delivery of water from Green
Mountain Reservoir, Colorado Big-Thompson Project, Colorado.
7. The water right decreed to Eagle River Diversion Point No. 1. The water right decreed
to Eagle River Diversion Point No.1 is more particularly descenoed in Appendix G hereto.
8. The right to divert by exchange the water rights descnbed in paragraphs 1, 2, 3, 4, and
5, above, at eagle River Diversion Point No. 1. Said right of exchange was decreed arai:eofflow of
5 c.f.s., with a December 19, 1997 appropriation date by paragraph 9.b. ofthedecreein Case No. 97-
CW -280, subject to the terms and conditions in paragraphs nos. 5, 22, and 26 of said decree.
9. The water rights on East Lake Creek described as follows::
Appropriation Adjudication
Structure
Amount Date Date
Creamery Ditch
3.40 c.f.s. 5/5/1897 5/5!1901
Creamery Ditch,
3.63 c.f.&. 5/5/1898 1013/1936
First Enlargement
Said water rights are subject to the terms and limitations of the change decree in Case No. 99-CW-
031, includLn.g, but not limited to, the provisions of paragraphs 11.e., 23 and 24 of said decree. Said
water rights are summarized in Appendix H hereto.
10. 10 acre-feet (100%) ofEagle River Supply pursuant to Water Supply Contract with
Coloradc River Water Conservation District, acting by and through its Colorado River W ata- Projects
Enterprise (CRWCD 99-12), dated July 30, 1999.
11. The conditional water rights decreed to Mountain Tract Springs Nos. 3, 4, and 5 in
Case No. 97-CW-279, on November9, 1998, by the District Court in and forWaterDivision No.5,
State of Colorado. The decree for said water rights are summarized in Appendix L
12. An interest in and benefit of the plan of augmentation decreed by theW ater- Court in
Case No. 86-CW -153 on August 18, 1987, as amended by the decrees of the Water Court entered in
S:>cA_ 1 4 9 m 3 ~ 2
2
B-10
Cases Nos. 87-CW-310, &9-CW-217, 91-CW-078, 95-CW-040, 95-CW-041, 97-CW-280, 99-CW-
1 70, 00-CW -011, and 01-CW -123 commensurnte with the water rights conveyed herein.
13. An interest in and benefit of the plan of-augmentation decreed by the Water Court in
Case No. 91-CW-077 on January 3, 1992, as amended bytb.e decrees of the Water Court entered in
Cases Nos. 95-CW-040, 95-CW-041, 96--CW-021, 97-CW-280, 99-CW-170, OQ..-C'W-011, and 01-
CW-123 commensurate with the water rights conveyed herein.
TOGETHER WITH Grantors' ditches, headgates., pumps, pipelines, and other facilities
cu_rrentlyused to deliver the nonpotable water for irrigation purposes to the Cordillera Mountain Golf
Course, the Corciillera Short Golf Course, and the Cordillera Summit Golf Course, including, but not
limited to, facilities located on the recorded easements descnbed in the following instruments:
( 1) Quit Claim Deed recorded November 10, 1992 in Book 594 at Page 4 5, in the
Eagle County, Colorado records ("Petty Parcel")
(2) Amendment to Easement Agreement recorded November 10, 1992, in Book
594 a1 Page 44, in the Eagle County, Colorado records ("Petty Parcel")
(3) Sewer Easement Agreement between Stag Gulch Partners and John Zehren
recorded October 23, 1995 as Reception No. 574890, in the Eagle County,
Colorado records
( 4) Second Amendment to Easement Agreement recorded December 22, 2000, as
Reception No. 746845 in the Eagle County, Colorado records ("Zehren
Parcel")
( 5) Easement Agreement recorded September 13, 2002, as Reception No. 807157
in the Eagle County, Colorado records ("Archdiocese Parcel)
Together with any and all water rights, easements, facilities or other interests of
Grantors, if any, in and under the following:
SDCA_1490331i.2
( 1) Deed of Trust, Assignment of Rents and Leases., and Security Agreement
among Stag Gulch Partners, Eagle Golf: LLC, Squaw Creek Realty Corp.,
Cordillera Valley Club Investors Limited Partners, Wilmor Development
LLC, Kensington Partners and Galena Partners and the Public Trustee of the
County of Eagle, State of Colorado and i!Jpine Ba.nk, recorded August 5,
2004 as Reception No. &86691 in the Eagle County, Colorado records
C:\NRl'ORTBL\SDCA\KWITTORF\!49{)338 _2.00C
B-11
3
so:::;!.._; 49!:!3;382
(2) Deed of Trust among Eagle Golf, ILC and Cordillera Summit Golf, Inc.,
recorded August 5, 2004 as Reception No. 886688 in the Eagle County,
Colorado records
(3) Deed of Trust among Eagle Golf, ILC and Cordillera Summit Golf, Inc.
recorded August 5, 2004 as Reception No. &86689 in the Eagle County,
Colorado records
( 4) Deed of Trust among Kensington P ar1ners, Eagle Golf LLC and Cordillera
Summit Golf, Inc., recorded August 5, 2004 as Reception No. 886690 in the
Eagle County, Colorado records
(5) Deed ofTrust for Stag Gulch Partners, recorded March23, 1991 as Rec...."'Ption
No. 531699 in the Eagk County, Colorado records
(6) Quitclaim Deed between Castile Properties, Inc. and Stag Gulch Partners
recorded December 3 1, 1990 as Reception No. 441 040 in the Eagle County,
Colorado tecords
(7) Special Warranty Deed between Creamery Gulch Land Company, Inc. and
Kensington Partners., recorded December 15, 1998 as Reception No. 680144
in the Eagle County, Colorado records
(8) Water rights conveyed by W arran.ty Deed among Florene Fenno & Co., et al.
and Valley Realty Corp. recorded January9, 1990 as Reception No. 416995
in the Eagle County, Colorado records
(9) Spocial Warranty Deed between Chris P. Jmrllas and Stag Gulch Partners
recorded September 16, 1991 as Reception No. 458373 in the Eagle County,
Colorado records
(1 0) Warranty Deed between Castile Properties., lnc. and Stag Gulch Partners
recorded December 31, 1990 as Reception No. 441043 in the Eagle County,
Colorado records
(11) Recovery Implementation Progrnm for Endangered Fish Species, (part of
letter from U.S. Department of Interior, Fish & Wildiife Services, d.aied
March 9, 2000 regarding enclosing Recovery Agreement)
C:WRPOltTBLISD:::A \KWITTOR.!>\J 49(!33 E _Z.JX)(::
4
B-12
SDCA_149Q3.3.2
(12) Agreement Between Kensington Partners, Stag Gulch Parmers, Goshawk
Development, L.LC. and Tbree One Two, LLC. for Eas::ment and Access to
the Graham Ditch Pi:pdine through the Kelly Property, dated June I 0, 2008
(13) Agreement between Kensington Partners, Stag Gulch Partners, Goshawk
Development LLC and Richard anrl Francis Craig, recorded November 21,
1997 as Reception No. 640200 in the Eagle CoUILty, Colorado records
(14) Easement Agreement between Cordillera Lodge & Spa, LLC and Eagle Golf:
LLC recorded on December 18, 2003 as Reception No. &62401 in the Eagle
County, Colorado records
(15) U.S. Department of Agriculture Forest Service Special Use Permit for Stag
Gulch Partners., issued November 25, 1992
(16) Tim Eller- verbal agreement allowing for water, as availabie.
C:\NRPOR!BL\SIX;A.\KWITIDRF\1490338 _2.DDC
B-13
APPENDlX A
GOLF COURSE PONDS NOS. 1 THROUGH 6
Conditional water storage rights were decreed by the District Court in and for Water
Division No.5, Colorado in Case No. 91-CW-075, on January 3, 1992, forthe proposed
Golf Course Ponds Nos. 1, 2, 3, 4, 5 and 6, summarized tor informational purposes as
foUows:
A. Legal Descriptions:
1 . Golf Course Pond No. 1 , to be located in the SE% of the S E ~ of
Section 1 0, Township 5 South, Range 83 West of the 6th P.M., and in
the NEX of the NE34 of Section 15, Township 5 South, Range 83
West of the 6th P.M.
2. Golf Course Pond No.2, to be located in the NE34 of the NEY. of
Section 15, Township 5 South, Range 83 West of the 6th P.M., and in
the NWX of the NEX of said section.
3. Golf Course Pond No.3, to be located in Section 15, Township 5
South, Range 83 West of the 6th P.M., in the NEX of the NE% of said
section.
4. Golf Course Pond No.4, to be located in Section 14, Township 5
South, Range 83 West of the 6th P.M., in the NW34 of the N W ~ of
said section.
5. Golf Course Pond No. 5, to be iDeated in Section 14, Township 5
South, Range 83 West of the 6th P.M., in the SE'X of the NWY4 of
said section.
6. Golf Course Pond No.6, to be located in Section 14, Township 5
South, Range 83 West of the 6th P.M., in the SWY-. of the N W ~ of
said section.
B. Amount: Ten acre-feet tor each reservoir from the sources named in said
decree, with the right to fill and refill continuously.
C. Uses: Either directly or by subsequent releases for irrigation, augmentation,
replacement, exchange, storage, stockwatering, recreation, piscatorial, golf
course hazard., and fire protection purposes.
B-14
D. Date of initiation of appropriation: April 26, 1990.
E. Each of the reservoirs will be filled by one or more of the following:
1. The Graham Ditch, the capacity of which is 8 c.f.s., the point of
diversion for said Ditch on Squaw Creek is on the west bank of Squaw
Creek, in t h e S E ~ S E ~ , Section 23, Township 5 South, Range 83
West of the 6th P.M., from which the Southeast Comer of Section 23
bears S 24301.. E a distance of approximately 1 ,650 feet, with the
right to fill and refill each reservoir continuously.
2. Each reservoir may also be fiHed and refilled by diversions through the
diversion structures decreed in Case No. 91--CW-076, at the locations
set forth in that decree and repeated as follows:
(a) Sta.g Gulch Diversion Point No. 1 is located on Stag Gulch, a
tributary of Squaw Creek, a tributary of the Eagle River, on
Stag Gulch at a point located in Section 14, Township 5 South,
Range 83 West of the 6th P.M., from which the NW Comer of
said Section 14 bears N 21 45x. W a distance of approximately
3,500 feet.
(b) Stag Gulch Diversion Point No.2 is located on Stag Creek, a
tributary of Squaw Creek., a bibutary of the Eagle River, on
Stag Creek at a point located in Section 14, Township 5 South,
Range 83 West of the 6th P.M. from which the NW Comer of
said Section 14 bears N 06 W a distance of approximately
1,560 teet.
(c) Stag Gulch Diversion Point No.3 is located on Stag Creek, a
tributary of Squaw Creek, a tributary of the Eagle River, on
Stag Creek at a point located in Section 15, Township 5 South,
Range 83 West of the 6th P.M. from which the NE Comer of
said Section 15 bears N 09 E a distance of approximately
2,450 feet.
(d) Stag Gulch Diversion Point No. 4 is located on Red Draw, a
tributary of Squaw Creek, a tributary of the Eagle River, on
Red Draw at a point located in Section 15, Towns hip 5 South,
Range 83 West of the 6th P.M. from which the NE Comer of
said Section 15 bears N 62 E a distance of approximately
1,650 feet.
B-15
Appendix A
Golf Course Ponds Nos. 1 through 6
(e) Stag Gulch Diversion Point No. 5 is located on Red Draw, a
tributary of Squaw Creek., a tributary of the Eagie River, on
Red Draw at a point located in Section 10, Township 5 South,
Range 83 West of the 6th P.M. from which theSE Comer of
said Section 1 0 bearsS 3415:r.. E a distance of approximately
420 feet
Each ofthese sources listed may be diverted at the rate of 5 cJ.s., with the right to fill and
refill each reservoir continuously.
F. Active capacity in acre-feet in original decree in Case No. 91-GW-75: Ten
acre-feet for each reservoir.
G. Dead storage in acre-teet in original decree in Case No. 91-CW-075: 0.0
acre-feet for each reservoir.
H. Each of the said reservoirs shall be constructed by means of embankment of
less than ten feet in height.
l. By the decree entered by the District Court, in and for Water Division No.5,
State of Colorado, on January 26, 1999, in Case No. 9BCW006, the water
rights decreed to Golf Course Pond Nos. 1 through 6, inclusive, were
continued as conditional.
J. Portions of the above-described water rights were made absolute, and the
remainder continued as conditional, by the decree entered by the District
Court, in and for Water Division No. 5, Colorado, on November 5, 2006, in
Case No. 05-CW -22, as follows:
'1. Goff Course Ponds Nos. 4 and 5 had been combined at the location
of Golf Course Pond No. 4 with a total capacity of 18.84 acre feet, in
the NW"X of the NW"X of Section 14, Township 5 South, Range 83
West of the 6th P.M., 850 feet from the North Line and 600 feet from
the West Line of said Section 14.
2. Golf Course Pond No. 6, had been constructed in the NW:4 of the
NW"X of Section 14, Township 5 South, Range B3 West of the 6th
P.M., at a location 980 feet from the North Section Line and 900 feet
from the West Section Line of said Section 14, with a capacity of 8.23
acre feet, and since June 1 , 1993, said water has been utilized for the
3
B-16
Appendix A
Golf Course Ponds Nos. I through 6
purposes of irrigation, recreation, storage, piscatorial, golf course
hazard, and fire protection in the amount of 8.23 acre feet per year,
with the right to fill and refill continuously.
3. Golf Course Pond No. 1: 2.9 acre-feet is continued as conditional for
purposes of irrigation, recreation, storage, piscatorial, golf course
hazard and fire protection, with the right to fill and refill continuously;
and 1 0.0 acre-feet is continued as conditional for purposes of
exchange, stock-watering, augmentation and replacement, with the
right to fill and refill continuously.
4. Golf Course Pond No. 2: 2.64 acre-feet is continued as conditional for
purposes of irrigation, recreation, storage, piscatorial, golf course
hazard and fire protection, with the right to fill and refill continuously;
and 10.0 acre-feet is continued as conditional for purposes of
exchange, stock-watering, augmentation and replacement, with the
right to fill and refill continuousty.
5. Golf Course Pond No.3: 10.0 acre-feet is continued as conditional for
purposes of irrigation, recreation, storage, piscatorial, goff course
hazard, fire protection, exchange, stock-watering, augmentation and
replacement, with the right to fill and refill continuously.
6. Golf Course Pond No.4: 10.0 acre-teetis continued as conditional for
purposes of exchange, stock-watering, augmentation and
replacement, with the right to fill and refill continuously.
7. Golf Course Pond No. 5: 1.16 acre-feet is continued as conditional
for purposes of irrigation, recreation, storage, piscatorial, golf course
hazard, and fire protection, with the right to fill and refill continuously.
10.0 acre-feet is continued as conditional for purposes of exchange,
stock-watering, augmentation and replacement, with the right to fill
and refin continuously.
8. Golf Course Pond No.6: 1.77 acre-feet is continued as conditional for
purposes of irrigation, recreation, storage, piscatorial, golf course
hazard, and fire protection, with the right to fill and refill continuously.
10.0 acre-teet is continued as conditional for purposes of exchange,
stock-watering, augmentation and with the right to fill
and refill continuously.
4
B-17
Appendlx A
Golf Course Ponds Nos. 1 through 6
9. Description of portion of conditional water rights hereby made
absolute:
(a) Date water rights applied to beneficial use: June 1, 1993.
(b) Amount made absolute: 8.84acre-feet forGolfCoursePondNo.
5 at the new location, and 8.23 acre-feet for the water right for Golf
Course Pond No. 6 at this new location
(c) Uses: Irrigation, recreation, storage, piscatorial, golf course hazard,
and fire protection, with the rigbi to fill and refill continuously.
(d) Place where water has been applied to beneficial use:
Pursuant to the decree in Case No. 9i-CW-075, lands in
Sections 1, 2, 9, 10, 13, 14 and 15, T.SS., R.83W of the 6th
P.M., and in Section 6., T.5S., R.82W of the 6th P.M. will be
irrigated in part by the subject water rights. The total presently
irrigated acreage is approximately 75 acres.
10. The month for filing the next application for a finding of reasonable
diligence is November 2012.
5
B-18
APPENDlX B
DIRECT FLOW WATER RIGHTS DECREED TO
STAG GULCH DIVERSION POlNTS NOS. 1 THROUGH 5
Conditional direct flow water rights were decreed in Case No. 9 ~ -GW -076 on
January 3, ~ 9 9 2 , summarized for informational purposes as foHows:
A. Legal description of each point of diversion:
1. Stag Gulch Diversion Point No. 1 is located on Stag Gulch, a
tnbutary of Squaw Creek, a tributary of the Eagle River, at a point
located in Section 14, Township 5 South, Range 83 West of the
6th P.M., from which the NW Comer of said Section 14 bears
N 21 45x W a distance of approximately 3,500 feet.
2. Stag Gulch Diversion Point No. 2 is located on Stag Creek, a
tributary of Squaw Creek, a tributary of the Eagle River, at a point
located in Section 14, Township 5 South, Range 83 West of the
6th P.M., from which the NW Comer of said Section 14 bears
N 06 W a distance of approximately 1 ,660 feet.
3. Stag Gulch Diversion Point No.3 is located on Stag Creek, a
tributary of Squaw Creek, a tributary of the Eagle River, at a point
located in Section 15, Township 5 South, Range 83 West of the
6th P.M., from which the NE Comer of said Section 15 bears.
N 09 E a dtstance of approximately 2,450 feet.
4. Stag Gulch Diversion Point No. 4 is located on Red Draw, a
tributary of Squaw Creek, a tributary of the Eagle River, at a point
located in Section 15, Township 5 South, Range 83 West of the
6th P.M., from which the NE Comer of said Section 15 bears
N 62 E a distance of approximately 1 ,650 feet.
5. Stag Gulch Diversion Point No. 5 is located on Red Draw, a
tributary of Squaw Creek, a tributary of the Eagle Rrver, at a point
located in Section 10, Township 5 South, Range 83 West of the
6th P.M. from which the SE Comer of said Section 10 bears
S 3415t E a distance of approximately 420 feet.
8. Date of initiation of appropriation: April 26, 1 990.
B-19
Appendix B
Direct Flow Water Rights Decreed to
Stag Gulch Diversion Points Nos. 1 through 5
C. Amount The amount of water decreed is 5 c.f .s., conditional, for each of
Stag Gulch Diversion Points Nos. 1, 2, 3, 4 and 5, inclusive, when water is being stored for
subsequent beneficial use. The total of diversions at all of the aforesaid five (5) points of
.diversion and at River Diversion Points Nos. 1, 2 and 3, inclusive, and SCR
Diversion Points Nos. 5, 6 and 7, inclusive, tor use on a direct flow basis shall not exceed
the amount of 5 c.f .s. at any one time.
D. Uses: Irrigation, domestic, replacement, exchange, storage,
stockwatering, commercial, golf course hazard, recreation, piscatorial and fire protection
purposes.
E. Sources of water. Stag Gulch, Red Draw and Squaw Creek, all tributary to
the Eagle River.
F. Reasonable dHigence for the above-described water rights was found by
the District Court, in and for Water Division No. 5, Colorado, on January 18, 2006, in Case
No. 04-CW-208, and the month for filing the next application for a finding of reasonable
diligence is January, 2012..
C:\DOCUMc""NTS ANC: SETTINGS\KWrTTDRF\l.CY'...AL IN'TERNET F!lES\DllC!f:::\A?PB-IDIX B 06120!1 (2). WP::J
B-20
APPENDIX C
SURFACE WATER RiGHT DECREED TO
SCR DrVERSION POINT NOS. 2 THROUGH 6
l. SCR DFversion Point Nos. 2 through 4,
Conditional surface water rights were decreed to SCR Diversion Point Nos. 2 through 4,
inclusive, in Case No. 89-CW-218, on October 11, 1990, and are summarized tor
informational purposes as foHows:
A. Legal Descriptions:
1 . SCR Diversion Point No. 2 is located on Squaw Creek at a point whence the
SW comer of Section 13, Township 5 South, Range 83 West of the 6th P.M.
bears South 8"35' West at a distance of 2,990 feet.
2. SCR Diversion Point No. 3 is located on Squaw Creek at a point whence the
SW comer of Section 13, Township 5 South, Range 83 West of the 6th P.M.
bears South 10"30' West at a distance of 2,810 feet.
3. SCR Diversion Point No.4 is the headgate of the Graham Ditch located at a
point on Squaw Greek whence the SE comer of Section 23, Township 5
South, Range 83 West of the 6th P.M. bears South 24"30' East at a distance
of 1 ,650 feet.
B. Date of initiation of appropriation: May 5, 1989.
C. Amount decreed: 5 c.f.s., conditional.
D. Uses: inigation, domestic, augmentation, municipal, replacement, exchange,
storage, stockwatering, commercial, recreation, and f1re protection purposes.
E. Source: Squaw Creek., a tributary to the Eagle River.
F. By the decree entered by the District Court., in and for Water Division No. 5, State
of Colorado, on July 15, 1997, in Case No. 96CW270, the water rights decreed to
SCR Diversion Point Nos. 2, 3, and 4 were continued as conditionaL
G. By the decree entered by the District Court, in and tor Water Division No" 5, State
of Colorado, on June 7, 2004, in Case No. 03CW165, the water rights decreed to
SCR Diversion Point Nos. 2, 3, and 4 were continued as conditional for all
originalty decreed purposes, and the month for filing the next application tor
fmding of reasonable diiigence !s June, 2010.
AND S::TTJNGS\TEMPORARYJNTERNET RLESI.OLK9GIAPPENDlX C 0012l!S.W?D
B-21
ll. SCR Drversion Point Nos. 5 and 6
Conditional surface water rights were decreed to SCR Diversion Point Nos. 5 and 6 in
Case No. 91-CW-76, on January 3, 1992, and are summarized for informational purposes
as follows:
A. Legal Descriptions:
1. SCR Diversion Point No. 5 is located at or beiow the headgate of the Dora B.
Ditch, at a point on Squaw Creek described as foliows: a point in the of
the SE".4 of Section 2, T.5S., R.83W. of the 6th P.M., from which the
Southeast Comer of Section 2 bears S.9"15xE. a distance of approximately
2,250 feet
2. SCR Diversion Point No. 6 is iocated at or below the headgate of the
Henderson Ditch, at a point on Squaw Creek described as toliows: a point in
the SE".4 of the SE".4 of Section 2, T .55., R83W. of the 6th P.M., from which
the Southeast Comer of Section 2 bears S.44"30xE. a distance of
approximately 1 ,200 feet.
B. Date of initiation of appropriation: April 26, 1990.
C. Amount decreed: 5 c.f.s., conditional.
D. Uses: Irrigation, domestic, replacement, exchange, storage, stock:watering,
commercial, goff course hazard, recreation, piscatorial, and fire protection
purposes. As part of said uses.: each structure's use will include use as a
supplemental source of water as further described in Applicants' decreed plans of
augmentation in Cases Nos. 91-CW-077 and 91-CW-078, as amended.
E. Source: Squaw Creek, a tributary to the Eagle River.
G. By the decree entered by the District Court, in and for Water Division No.5, State
of Coiorado, on January 18, 2006, in Case No. 04-CW-208, the water rights
decreed to SCR Diversion Point Nos. 5 and 6 were continued as conditional for all
originaliy decreed purposes, and the month for filing the next application for
finding of reasonable diligence is June, 2012.
:::::\DOGUtJE:tm AND 5ETT1NGSt13PDRARY INTERNETRLES\D!Y.9C\A?P:=ND(.'( C
B-22
APPENDIX D
GRAHAM DITCH SENtOR WATER RIGHTS
Water rights decreed to the Graham Ditch, and changed by the decree entered on
January 3, 1992 in Case No. 91-CW-077, are summarized far jntormational purposes as
tolloVI.rs
Appropriation Adjudication
Structure
Amount Date Date
Graham Ditch 1.5 cJ.s. 6/22/1904 2/27i1911
Graham Ditch 3.0 c.f.s. 6/10/1914 4/15/1920
a. The water rights were historically used to irrigate hay and pasture
lands described in Exhibit A and depicted on Exhibit H to said decree.
b. The headgate of the Graham Ditch is located at a point on Squaw
Creek whence theSE Comer of Section 23; Township 5 South, Range 83 West of the 6th
P.M. bearsS 2430x E a distance of 1 ;6.50 feet.
I
I
I
I I
I
I I
c. Under the decree in Case No. 91-CW-077, dated January 3, 1992:
(1) The toliowing changes to the water rights were approved: No
substantial change will occur in the location of irrigation usage on the
planned goff course development on the land described in Exhibit A to said
decree with the two water rights decreed to the Graham Ditch, so long as the
return flow patterns set forth on Exhibit P to said decree are continued. ~ n
addition to the decreed irrigation use, the above- listed water rights are to be
used directly and/or by exchange, on the lands described.on Exhibit A to said
decree and on the lands described in Exhibit C to said decree, for irrigation,
domestic, municipal, stookwatering, augmentation, replacement, exchange,
commercial, recreation, golf course hazard, piscatorial and fire protection
purposes and for storage for each such purpose.. The acreage historically
irrigated is depicted on the map attached as Exhibit N to said decree. The
use of the water rights is approved for irrigation of the lands described in
Exhibits A and C and ls allowed tor the above-stated purposes other than
inigation only through augmentation, replacement or exchange utilizing the
consumptive use credits associated with said rights, subject to the total
consumptive use not exceeding the credits associated with said rights listed
below:
Mont
Acre-Feet
h
May 15.8
June 63.1
July
I
94.8
B-23
Mont
Acre-Feet
h
Aug 83.5
Sept 47.3
Oct 15.8
Total 320.3
The use of the water rights is a!so subject to the rights being in priority and physically
available at the original!y decreed headgate location and subject to the diversion limits
provided in c.(2}, below. Water applied directly to irrigation shall be assumed to be
90% used. The following accounting procedures are required:
( 1) project annually the amount of the Graham Ditch use that would be
used directly for irrigation and the amount of Graham Ditch consumptive use credits to
be used by augmentation, replacement or exchange; (2) submit monthly projections for
the items listed in subparagraph ( 1 ); and (3) Applicants' actual use may vary from the
projected use upon consuttation and approval by the Division Engineer or his Water
Commissioner.
(2) The diversion in any month shall not exceed the
maximum historic diversion for that month, as set forth below, and the
ten-year running total of the monthly diversions shall not exceed ten
times the average historic diversion amount for the month:
Diversion limits (acre-feet}
Max.
Annual
May June July Aug. Seot. Oct. Total*
GRAHAM DITCH
190 1248
maximum allowable
2D4 267 276 276 267
1 0-year running total
350 1520 2050 1730 1160 560 x:xx
*Total is based on maximum annual diversion of record, but not to exceed decreed
amount.
(3) Not more than fifty percent {50%) of 4.05 c.f.s. of water
delivered under the Graham Ditch water rights may be consumptively
used. The said 4.05 cJ.s. or lesser deHvered amount shall be
measured by a measuring device to be installed in the Graham Ditch
immediately below the point where the ditch enters the property
described in Exhibit A to the decree and at the points described in
paragraph d., below.
d. The following altemative points of diversion were approved for
these water rights:
(1) The Metcalf headgate, which is located on the north bank
of the Eagle River in Section 7, Township 5 South, Range 81 West of
B-24
Appendix D
Graham Ditch Senior Water Rights
the 6th P.M. at a point from which the SE Comer of the SWYJ. of said
Section 7 baars S E 1,446 feet.
(2) The Raw Water Booster Pump Headgate, which is
located at a point on the north bank on the Eagle River at a point from
which the SW Comer of the NWYJ. of Section 12, Township 5 South,
Range 82 West of the 6th P.M. bearsS 1801x34" W 1,551.13 feel
The consumptive use credit for the rights may be used for augmentation,
and exchange at the alternate points of diversion. No rights to utiitze said alternate
points of diversion are owned by Grantors, and no such rights are conveyed herein.
e. in addition, the following alternative points of drversion were also
approved for these rights:
( 1) The headgate of the Dora B Ditch, located at a point on
Squaw Creek described as follows: a point in the NEYJ. of the SEYJ. of
Section 2, Township 5 South, Range B3 West of the 6th P.M., from
which the SE Corner of Se..."i:ion 2 bears S 915x. E a distance of
approximately 2,250 feet
(2) The headgate of the Henderson Ditch located at a point
on Squaw Creek described as follows: a point in the SEY. of the SE-:4
of Section 2, Township 5 South, Range 83 West of the 6th P.M" from
which theSE Comer of Section 2 bearsS 4430x. E a distance of
approximately 1 ,200 feet
Subject to the limits in said decree, including but not limited to those described above in
paragraphs c.( I) and (2) above, the water rights decreed to the Graham Ditch may be
utmzed for irrigation through diversion at these alternate points of drversion, or
consumptive use not utilized for said irrigation may be utilized for augmentation,
replacement or exchange purposes at said alternate points of diversion.
3
B-25
APPENDlX E
DORA B DITCH AND HENDERSON DITCH WATER RIGHTS
Water rights decreed to the Dora B Ditch and the Henderson Ditch, and changed by
the decree entered on January 3, 1992 in Case No. g1-CW-D77, are summarized for
'f t' I fU rn orma tona purposes as 0 ows:
Appropriation Adjudication
Structure
Amount Date Date
. Dora B Ditch
1.0 c.f.s.. 11/1/1892 6/29/4 894
Henderson Ditch 0.90 c.f.s. 6/ZB/1907 2/27/1 g11
a. The water rights were historically used to irrigate hay and pasture
lands described in Exhibit C and depicted on Exhibit H to said decree.
b. The headgate of the Dora B Ditch is located at a point on Squaw
Creek described as follows: a point in the NEX of the SE'X of Section 2, T.5S., R.83W. of
the 6th P.M., from which the Southeast Comer of Section 2 bears S.915rE. a distance of
approximately 2,250 feet.
c. The headgate of the Henderson Ditch is located at a point on Squaw
Creek described as follows: a point in the S E ~ of the SEX of Section 2, T.5S., R.83W. of
the 6th P.M., from which the Southeast Comer of Section 2 bears S.4430tE. a distance of
approximately 1 ,200 feet.
d. Under the decree in Case No. 91-CW -D77, dated January 3, 1992:
(1) The following changes to the water rights were approved: in
addition to the decreed inigation use, the above-listed water rights are to be
used directly andlor by exchange, on the lands described in Exhibit A to said
decree and on the lands described in Exhibit C to said decree, for irrigation,
domestic, municipal, stockwatering, augmentation, replacement, exchange,
commercial, recreation, golf course hazard, piscatorial and fire protection
purposes and tor storage for each such purpose. The acreage historically
irrigated is depicted on the map attached as Exhibit N to said decree. The
use of the water rights is approved for irrigation of the lands described in
Exhibits A and C, but is aliowed for the above-stated purposes other than
irrigation only through augmentation, replacement or exchange utilizing the
consumptive use credits associated wfth said rights, subject to the total
consumptive use not exceeding the credits associated with said rights set
forth below:
B-26
Appendix E
Dora B Ditch and Henderson Ditch Water Rights
Henderso
Dora B
Month n
Ditch
Ditch
May 0.4 0.2
June 5.3 1.8
July 6.2 2..4
Aug 4.4 2..0
Sept 2..8 1.1
Oct 0.7 0.3
Total ac 19.8
L.6
ft.
The use of the water rights is also subject to the rights being in priority and physically
avaHable at the originally decreed headgate location and subject to the diversion limits
provided in d.(2), below. Water applied directly to irrigation shall be assumed to be 90%
consumptively used.
(2) The diversion in any month shall not exceed the maximum
historic diversion for that month, as set forth below, and the terr-year
running total of the monthly diversions shall not exceed ten times the
average historic diversion amount for the month:
Diversion limits (acre-feet}
Annual
May June July Aug. Seot. Oct. Totar
DORA B DITCH*
maximum allowable 61 59 61 61 59 59 364
10-year running total 160 590 610 610 530 280 XXX
HENDERSON DfTCH*
maximum allowable 55 53 55 55 53 55 32.7
1 0-year running total 90 400 370 290 190 90 XXX
When used soiey for irrigation purposes pursuant to said decree.
*"* Total is based on maximum annual diversion of record, but not to exceed decreed
amount.
B-27
Appendix E
Dora B Ditch and Henderson Ditch Water Rights
water rights:
e. The following altemative points of diversion were approved forthese
( 1) The Metcalf head gate, which is iDeated on the north bank of
the Eagle River in Section 7, Township 5 South, Range 81 West of the 6th
P.M. at a point from which theSE Comer of the SWY.. of said Section 7
bearsS. 5300:r..40" E. 1,446 feet.
(2) The Raw Water Pump Headgate, which is located at
a point on the north bank. on the Eagle River at a point from which the SW
Comer of the NW-:.4 of Section 12, Township 5 South, Range 82 West of
the 6th P.M. bearsS. 1801:r..34" W.1,551.13 feet.
(3) The headgate of the Dora B Ditch, located at a point on
Squaw Creek described as follows: a point in the NEY.. of the SEY.. of
Section 2, Township 5 South, Range 83 West of the 6th P.M., from which
theSE Comer of Section 2 bearsS. 915:r.. E. a distance of approximately
2,250 feet.
( 4) The head gate of the Henderson Ditch located at a point on
Squaw Creek described as foUows: a point in the SEY.. of the SEY.. of
Section 2, Township 5 South, Range 83 West of the 6th P.M., from which.
the SE Comer of Section 2 bears S. 4430:r.. E. a distance of
approximately 1 ,200 feet.
(5) The headgate of the Graham Ditch iDeated at a point on
Squaw Creek. whence theSE Comer of Section 23, Township 5 South,
Range 83 West of the 6th P.M. bearsS. a distance of 1,650 feet
Oniy the consumptive use credits for the water rights may be used for augmentation,
replacement and exchange at the altemate points of diversion. No rights to utiitz.e the
altemate points of diversion described in e.(1) and e.(2), above, are owned by Grantors,
ar1d no such rights are conveyed herein.
f. . If notice is given the Engineer on or before May 1st of any
yaar, said water rights may be used for irrigation only during that year subject to the
diversion limits and terms setforth in paragraph 5 and in paragraph 6.b.(2) of the decree in
Case No. 9'!-CW-077, summarized in d.(1) and c.(2), above.
B-28
Appendtx E
Dora B Ditch and Henderson Ditch Water Rights
g. In addition to the above described uses the Dora B Ditch and
Henderson Ditch water rights may be used for augmentation . of water used on the
Cordillera Summit Golf Course pursuant to the decree entered in Case No. 99-CW-031 on
September 27, 1999.
h. In the decree in Case No. 99-CW-031, Applicants agreed that their
use of the Dora B Ditch and Henderson Ditch water rights at the Cordillera Summit Golf
Course, whether for direct diversion or augmentation, shall be limited to the historic
irrigation season, uniess previously stored in priority during other times of the year, and
shall not result in an expansion of the historic use of those same rights. As such,
Applicants agreed to limit monthly diversions under this decree to the consumptive use
amounts identified above, for use at the Summit Golf Course.
C:\DCICUI\ENTS AND SE1TINGS\KWITTOR
1
=\LOCAL SST1NGS\T2MPORARY IN"r:::RNET FILES\OLK!J:;"\Af'PENDIX E OS1709.WPD
B-29
APPENDlX F
SARA M DrTCH WATER RIGHT
The water right decreed to the Sara M Ditch, and changed by the decree entered on
August 28, 1998 in Case No. 97-CW-280, !s summarized for informational purposes as
follows
Appropriation Adjudication
Structure
Amount Date Date
Sara M Ditch
0.4 cJ.s. 5/1/1892 6/29/1894
a. The water right was historically used to irrigate 20.9 acres of pasture grass
depicted on Exhibit M to the application, which application is attached as Exhibit 9 to said
decree.
b. Actual Legal Description of Headgate: On the right (east) bank of Squaw
Creek at point from whence the NW comer of Section 1, Township 5 South, Range 83
West of the 6th P.M. bearsS. 74"54'14n W. 2328 feet.
c. Originalty Decreed Legal Description of Headgate: On Squaw Creek,
located at a point above ;4 mile south ofthe SW comer of the SEY-4 SWY-4 of Section 36,
Township 4 South, Range 83 West of the 6th P.M.
d. Historic Use: The average annual diversion amount is about 274 acre-feet
per year for this water right. The historic consumptive use attributed to this water right is
approximately 33.9 acre-feet per year on average. Monthty historic consumptive use
credits are decreed as follows:
April
0.10
Mav
2.80
Historic Consumotrve Use Credits
{acre-feet)
June July August October
8.10 8.70 7.80 5.00 1.40
e. Under the decree in Case No. 97-CW-280.
Tota!
33.90
( 1) in addition to the decreed irrigation use, the above-described Sarah M Ditch
water right may b:3 used directly andJor by exchange, on the described in paragraphs
B.d. and 8.e., and paragraph 8.f., of said decree for irrigation, domestic, municipal,
stockwatertng, augmentation, replacement, exchange, commercial, recreation, golf
hazard, piscatorial and fire protection purposes and tor storage for each such purpese.
B-30
The Sarah M Ditch water right may be used for the above-stated purposes only through
augmentation, replacement or exchange utilizing the consumptive use amounts of water
associated with said water right set forth above. The Sarah M Ditch right shall not be
utilized to directly irrigate or augment depletions in the Brush Creek drainage portion of the
Mountain Tract pFOperty described in paragraph 8.f. of the decree.
(2) The decreed point of diversion for the Sarah M Ditch was changed from the
originally decreed location described in paragraph (c), above, to the surveyed actual
diversion locations described in paragraph (b), above.
(3) Alternate points of diversion for the Sarah M Ditch water right were decreed
at the Metcalf Headgate and at the Raw Water Booster Pump Headgate, described below.
A right to divert the Sarah M Ditch water right by exchange at UERWA Pipeline Point A
and at Eagle River Diversion Point No. 1 below, was also decreed. Water shall only be
diverted under these water rights at the alternate points of diversion and at the UERWA
Pipeline Point A and at Eagle River Diversion Point No. 1 during the historic tlSe period and
in the historic consumptive use amounts set forth in (d), above, and only at times when
water is physically and legally available at the original point of diversion.
(a) The Metcalf headgate, which is located on the north bank of the
Eagle River in Section 7, Township 5 South, Range 81 West of the 6th P.M.
at a point from which the SE Comer of the SWY. of said Section 7 bears
S. 5300x40" E. 1,446 feet.
(b) The Raw Water Booster Pump Headgate, which is located at a
point on the north bank on the Eagle River at a point from which the SW
Comerofthe NW:4 of Section 12, Township 5 South, Range 82 Westofthe
6th P.M. bears S. 1801 ?:,34 a W. 1 ,551 .13 feet.
(c) UERW A Pipeline Point A, located on Lake Creek in the
SE"1,4NE:4 of Section 6, Township 5 South, Range 82 West of the 6th P.M. at
a point from \1\.'hence the NE comer of said Section 6 bears N. 14DO'E., a
distance of 1,750 feet, in Eagle County, Colorado.
(d) Eagle River Diversion Point No. 1, located on the south bank of
the Eagle River at a point described as follows: at a point from which the
Southeast Comer of Section 36, Township 4 South, Range 83 West of the
6th P.M. bears S.56"00'E. a distance of 3,S40 feet.
The rate of flow for said rights of exchange shall be 2.9 cJ.s.., cumulative. The date of
appropriation for the rights of exchange is December 19, 1997. The downstream terminus
of the exchanges shaH be the confluence of Squaw Creek and the Eagle River in Section
36, Township 4 South, Range 83 West of the 6th P.M. No rights to utilize the alternate
points of diversion described in e.(3)(a) and e.(3)(b), above, are owned by Grantors, and
no such rights are conveyed herein.
B-31
Appendix F
Sara M Ditc."'l Water Right
f. The exchanges described herein shall be subject to the foliowing additional
conditions:
( 1) Water is physically available for diversion and release at the atl:emate points
of diversion and exchange.
(2) A live stream exists between the structures involved.
( 3) The amount of water diverted at the "exchange points is not greater than
the amount of water introduced at the "-exchanged points, and may not be greater
than the amount of water legally and physically available to the exchanged water rights
priorities owned by the Applicants at the "exchange from" points.
( 4) The exchanges decreed herein shall bear such stream losses as may be
assessed by the Division Engineer or his representative.
g. In addition to the uses described above, the Sara M Ditch water right can be
used to augment diversions of water for the Cordillera Summit Golf Course by exchange at
the Eagle River Diversion Point No. 1 pursuant to the decree in Case No. 99-CW-031,
entered on September 27, 1999.
h. In the decree in Case No. 99-CW-031, Applicants agreed that their use of
the Sarah M Ditch water right at the Summit Golf Course, whether for direct diversion or
augmentation, shall be limited to the historic irrigation season, unless previousty stored in
priority during other times of the year, and shall not result in an expansion of the historic
use of those same rights. As such, Applicants agree to limit monthly diversions under this
decree to the consumptive use amounts identified in paragraph d. above, for use at the
Summit Gotf Course.
AND SETTJNGS\KWiTTORF\!...CY'...AL SETTINGS\TEM?DRARY' ll'lTERNEi Fll.ES\Ql..K!JC\A??:::rlDIX F 06120S.W?D
B-32
APPENDtX G
SURFACE WATER RtGHT DECREED TO EAGLE RIVER DfVERStON POINT N0.1
A conditional surface water right was decreed to Eagle River Diversion Point No. 1,
in Case No. 91-CW-076, on January 3, 1992, summarized tor informational purposes as
follows:
a. Legal description of point of diversion: Eagle River Diversion Point No.
1 is located on the south bank of the Eagle River at a point described as follows: at a point
from which the Southeast Comer of Section 36, T.4S., R.B3W. of the 6th P.M. bears
S.56QOOxE. a distance of approximately 3,840 teet.
A pump, pipeline, headgate or other appropriate and adequate diversion structure is
planned at the above location to establish the diversion at the above location of 5 c.f.s.
(conditional) of water from the named source.
b. Date of initiation of appropriation: April 26, 1 990.
c. Amoun-t decreed: The amount of water decreed is 5 c.f.s., conditional,
tor Eagle River Diversion Point No. 1 when water is being stored for subsequent beneficial
use. The total of diversions at Stag Guich Diversion Points Nos. 1, 2, 3, 4 and 5, inclusive,
and at Eagle River Diversion Points Nos. 1, 2 and 3, inclusive, and SCR Diversion Points
Nos. 5, 6 and 7, inclusrve, for use on a direct flow bas!s shall not exceed the amount of
5 c.f .s. at any one time.
d. Uses: The water claimed will be used either directly or by exchange
tor the following purposes: Irrigation, domestic, exchange, storage,
stockwatering, commercial, golf course hazard, recreation, piscatoriat, and fire protection
purposes.
e. Source: The Eagle River.
f. By the decree entered by the District Court, in and for Water Division
No.5, State of Colorado, on December 29, 1998, in Case No_. 98-CW-007, the water right
decreed to Eagle River Diversion Point No. 1 was continued as conditional.
g. By the decree entered by the District Court, in and for Water Division
No. 5, Colorado, on January 18, 2006, in Case No. 04-CW-208, the amount of 3.4 c.f.s
decreed to Eagle River Diversion Point No. 1 for irrigation, storage, recreation, golf course
hazard, piscatorial, and fire protection purposes, and the amount of 5.0. c.f.s decreed to
Ea9le River Diversion Point No. 1 tor domestic, exchange, stockwatering,
commercial was continued as conditional, and the month for filing the next application for a
fmding of reasonable diligence Is January, 2012.
B-33
absolute:
h. Description of portion of conditional water rights hereby made
1. Date water rights applied to beneficial use: May, 2004
2. Amount made absolute: 1.6 c.f.s.
3. Absolute Uses: lnigation, storage, recreation, golf course
hazard, piscatorial, and fire
B-34
APPENDlX H
CREAMERY DfTCH WATER RJGHTS
Water rights decreed to the Creamery Ditch, and changed by the dea-ee entered on
September 27, 1999 in Case No. 99-CW-031, are summarized for informational purposes
as follows:
Structure
Decreed Appropnation Adjudication Priority
Source
Amount Date
Date No.
Creamery Ditch 3.40 c.f.s. May 5, 1897 March 5, 1901 172 East Lake
Creek.
Creamery Ditch
385!38 Eastlake
First 3.63 c.f.s. May 5, 1898 October 3, 1 936
3 Creek
Enlargement
a. The decreed point of diversion for the Creamery Ditch a r ~ d Creamery
Ditch First Enlargement is located on the right bank of East Lake Creek at a point whence
the Southwest comer of Section 8, Township 5 South, Range 82 West of the 6th P.M.
bears North 30D6' East 3,576 feet.
b. Under the decree in Case No. 99-GW-031, the following historic
consumptive use credits were decreed for the Creamery Ditch water rights:
Creamery Ditch Rights
Decreed Historic Consumptive Use Credits
April
May
June
july
August
September
October
Total
Calculated Credit (acre-teet)
0.00
7.00
30.50
31.90
30.60
22.20
7.70
c. Applicants may only use the Creamery Ditch and the Creamery Ditch
First Enlargement water rights consumptive use credits at times when water is physically
and legally available under those water rights at the original point of diversion, and is
bypassing that structure. Applicants shall bear transit losses on delivery of that water, if
any, which may reasonably be assessed by the Division Engineer.
B-35
C:\D:JCUMENTS AND SETT!NGSIKWITTORF\LOCAL SETTINGS'Ii"EMPoRARY !I'ITERNETALES\OLK9C\APF'ENDIX H 06720!LWPD
APPEND[)( I
MOUNTAIN TRACT SPRINGS NOS. 3., 4, AND 5 WATER RtGHTS
The conditional water rights decreed to Mountain Tract Springs Nos. 3, 4, and 5,
inclusrve, in Case No. 97-CW279, on November 9, 199.8, are summarized fur
informational purposes as follows:
a. Legal descriptions:
1 . Mountain Tract Spring No. 3 is located 1,500 feet from the South section
line and 2,050 feet from the East section line, in the NW'l:4 SEl:4 of
Section 16, Township 5 South, Range 83 West of the 6n. P.M.
2. Monntain Tract Spring No. 4 is located 1,000 feet from the South section
line and 200 feet from the west sev'iion line, in the s w ~ s w ~ of
Section 16, Township 5 South, Range &3 West of the 6th P.M.
3. Mountain Tract Spring No.5 .is located 900 feet from the South section
line and 1,540 feet from the West section line, .in the SE% SW% of
Section 16, Township 5 South, Range 83 West of the 6tl! P.M.
b. Date of initiation of appropriation: June 11, 1997.
c. Decreed Amounts:
1. Mountain Tract SpP.ng No.3: 0.09 c.f.s. (38.90 g.p.m.)
2. Mountain Tract Spring No.4: 0.02 c.f.s. (9.35 g.p.m.)
3. Monntain Tract Spring No.5: 0.01 c.f.s (2.36 g.p.m.)
d. Uses: The water will be US"'...d either directly or by exchange for the following
purposes: Irrigation, domestic, replacement, exchange, storage, stockwatering, commercial, golf
course hazard, recreation, piscatorial and fire protection purposes.
e. Source: Spring discharge, tributary to Brush Creek, a tributary to the Eagle
River.
f. By the decree entered by the District Court, in and for Water Drvision
No. 5, State of Colorado, on January 30, 2006, in Case No. 04CW189, the water rights
decreed to Mountain Trac:t Springs Nos. 3, 4, and 5,. inclusive, were continued as
C:\DOCUME.NTS AND SETTINGS.\KWTTTOR.--\LOCAL S.ETTINGS\TEMPORI<RY II{TERNET FlLES\OL.l<9C\APPi':NDIX. J 06'1 BOO.WPD
B-36
conditional for all originally decreed purposes, and the month for filing the next application
tor finding of reasonable diligence is January, 2012.
AND SETT!NGS\KWITTDRALO::::AL SET11NGS\1EMF'ORARY INTERNET RLESIOLK9CV..PP!:NDIX J 061809.WPD
B-37
VALLEY COURSE WATER RIGHTS
1 Th ter . cllts s . c k descnbed full ~ ewa n on >pnng ree as ows:
Appropriation Adjudication
Structure Amount Date Date
Groff Ditch 0.3 cJ.s. 4/30/1885 12/17/188-9
Groff Ditch 6.1 c.f.s. 9/9/1889 12/17/1889
Groff Ditch-
Cottonwood 1.0 c.Ls. 7/13/1990 12/31/1991
Enlargement
Said two Groff Ditch water rights are subject to the terms and limitations of the change
decree in Case No. 91-CW-034, including, but not limited to, the provisions of paragraphs
5, 6, and 7 of said decree. Said water rights are summarized in Appendix A hereto.
2. The water rights on Burnison Creek (al.b'a Beard Creek) and on Deadhorse Gulch
descnbed as fotlows::
Appropriation Adjudication
Structure
Amount Date Date
Root Ditch 1.6 c.f.s. 6/21/1901 6/4/1917
Root Ditch-
Reynolds 1.0 c.f.s. 7/27/1973 12/31/1982
Enlargement
Said water rights are subject to the tenns and limitations of the change decree in Case No.
91-CW-034, including, but not limited to, the provisions of paragraphs 5, 6 and 7 of said
decree. Said water rights are summarized in Appendix A hereto.
3. Those absolute and conditional water rights decreed to. Cordillera Valley Club Golf
Course Pond No. l, Cordillera VaHey Club Golf Course Pond No.2, Cordillera Valley Club
Golf Course Pond No. 3, Cordiliera VaHey Club Golf Course Pond No. 4, and Cordille;a
Valley Club Golf Course Pond ~ ~ o . 5, in Case No. 91-CW-033, on December 8, 1982, by
the District Court in and for Water Division No.5, State of Cobrado. The decree for said
water rights is summartzed in Appendix B.
4. That conditional water right decreed to the Cottonwood Pump and Pipeline, in Case
No. 91-CW-033, on December 8, 19g2, by the District Court in and for Water Division No.5,
State of Colorado. The decree for said water right is summarized in Appendix C.
5. Agreement, amongst Cordillera Valley Ciub Investors Umited Partnership,
SDCA_1489T7:l.1
B-38
Black Bear Properties, LLC, JMCG Colorado, LLC, and Academy Woods, Ltd., for
construction and use of water features located on Lots 2., 5, and 6, Timber Springs,
recorded July 28, 2008 as Reception No. 200815928.
6. Agreement, between Cordillera Valley Club investors Limited Partnership and
Summit LLC, tor construction and use of water feature located on Lot 1,
Trmber Springs, recorded September 24, 2008 as Reception No. 200820542.
7. AU of the water, totaling 65 acre-feet, under United States Department of the
Interior Water Service Contract No. 3.{}7-50-W0903, dated November 30, 1992, for the
delivery of water from Green Mountain Reservoir.
8. The tor augmentation decreed in Case No. 91-CW-33.
SDCt-_1489775. 1
B-39
APPENDIX A
GROFF DfTCH AND ROOT DITCH WATER RIGHTS
The water right decreed to the Groff Ditch-Cottonwood in Case No.
91-CW-33 on December 8, 1992, and the water rights in the Groff Dttch and the Root Ditch
and the Root Ditch-Reynolds Enlargement changed by the decree entered on December 8,
1992 in Case No. 91-CW-034, are summarized for informational purposes as follows:
Structure
Groff Ditch-Cottonwood
Enlargement
(Upper Groff Ditch)
Groff Dttch
(Lower Groff Ditch)
Groff Ditch
(Lower Groff Ditch)
Root Ditch
Root Ditch-Reynolds

Amount
1.0 cJ.s.
6.1 cJ.s.
0.3 cJ.s.
1.6 cJ.s.
1.0 cJ.s.
Appropriation Adjudication
Date Date
7/13/1990 12/31/1991
9/9/1889 12117/1889
4/30/1885 12/17/1889
6/21/1901 6/4/1917
7/27/1973
12/31/1982
a. The water rights, other than the Groff Ditch-Cottonwood Enlargement,
were historically used to irrigate approximately 77 acres of land located in Sections 31 and
32, Township 4 South, Range 82 West of the 6th P.M., Eagle County, Colorado.
b. The head gate of the Groff Ditch is located on the East bank of
Creek at a point in the SE :4 of Section 36, Township 4 South, Range 83 West of the 6
P.M., whence the quarter section comer between Sections 31 and 36, Township 4 South,
Range 83 West, bears N.6030' E. 951.5 feet.
c. The headgate of the Groff Ditch-Cottonwood Enlargement is located
on the East bank of Spring Creek in the NE :4 NE Section 36, Township 4 South,
Range 83 West of the 6th P.M., whence the E of said Section 36 bears S.330'E.
2145 teet.
d. The headgate of the Root Ditch is located on the West bank. of
Bumison Creek at a point whence the SW comer of Section 32., Township 4 South, Range
82 West of the 6th P.M. bears S. 4 7 45'W. 2500 feet.
SDCA_1489776.1
B-40
Appendix A
Page 2
Groff Ditch and Root Ditch Water Rights
e. The point of diversion of the Root Ditch-Reynold Enlargement is
located on Dead horse Gulch at the point where the Root Ditch crosses Dead horse Gulch [n
the SW ;4 SW >-4 of Section 32, Township 4 South, Range 82 West of the 6th P.M., at a
point whence the SW comer of Section 32 bearsS. 2939'28" W. 1421.5 feet.
f. Underthe decree in Case No. 91-CW-034, dated December 8, 1992:
( 1 ) The Groff Ditch-Cottonwood point of diversion
was added as an alternate point of diversion for the Groff Ditch.
(2) The Groff Ditch, Root Ditch, and Root Ditch-Reynolds
water rights were decreed for golf course and landscape
storage and irrigation purposes on 77 acres of land located within Sections
31 and 32, Township 4 South, Range 82 West of the 6th P.M., more
particularly described in Exhibit A attached to the decree.
(3) Applicant agreed not to exercise these rights in such a manner
as to call, or cause an administrative call to be placed upon the Bumison
Ditch (Priority No. 112) or the Bumison Ditch No. 2 (Priority No. 111) as
decreed by the Eagle County District Court in Civil Action No. 294 entered on
June 29, 1894.
( 4) Applicant further agreed to abandon the Groff Ditch Priorities
Nos. 334 and 337 decreed by the Eagle County District Court in CiVil Actions
Nos. E)69 and 675, respectively.
g. By the decree entered by the District Court, in and for Water Division
No.5, State of Colorado, on May 23, 1999, in Case No. 98CW249, the water right decreed
to Groff ditch-Cottonwood Enlargement was continued as conditional.
h. Under the decree entered rn Case No. 05-CW -095, dated August 25,
2006, the following water rights were made absolute:
(1) 0.8 of the 1.0 c.f.s. decreed conditional to the Groff Ditt-Jt-
Cottonwood Enlargement for irrigation use; and
(2) 0.93 of the 1.0 c.f.s. originaHy decreed conditional to the Groff
Ditch-Cottonwood Enlargement tor recreation and piscatorial uses;
SDCA_
B-41
Appendtx A.
Page 3
Groff Ditch and Root Ditch Water Rights
h. Underthe decree entered in Case No. 05-CW-95, the foUowing water
rights were continued as conditionat:
(1) 0.2 c.f.s. of the 1.0 c.f.s. decreed conditional to the Groff Ditch-
Cottonwood Enlargement for inigation use; and
(2) 0.07 of the 1 .0 c.f.s. originalty decreed conditional to the Groff
Ditch-Cottonwood Enlargement for recreation and piscatorial uses;
The month for filing the next application for finding of reasonable diligence is August,
2012.
SDC:A_ i489T75.1
B-42
APPENDtx B
CORDILLERA VALLEY CLUB GOLF COURSE PONDS NOS. 1 THROUGH 5
Conditional water storage rights were decreed by the District Court in and for Water
Division No.5, Colorado in Case No. 91-CVV-033, on DecemberS, 1992, forthe Cordillera
Valley Club Golf Course Ponds Nos. 1, 2, 3, 4, and 5, summarized for informational
purposes as foHows:
SDCA_14S9m .i
A. Legal Descriptions and Amounts:
1. Golf Course Pond No. 1, decreed 6.0 acre feet, conditional, is located in
the NWX SWY-. of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whence
the SW comer of said Section 31 bears S. 14 o 45' W. 1,600 teel
2. Golf Course Pond No.2, decreed 2.0 acre feet, conditional, is located in
the SEY-. NWY. of Section 31, T. 4 S., R. 82 W. ofthe 6th P.M., whence
the WY-. comer of said Section 31 bearsS. 77 o 45' W. 2,270 feel
3. Golf Course Pond No.3, decreed 6.0 acre feet, conditional, is located in
the NWY. SEY-. of Section 31, T. 4 S., R. 82 W. of the 6th P.M., VI/hence
the SY. comer of said Section 31 bearsS. 29 o 30' W. 2,000 feel
4. Golf Course Pond No.4, decreed 20.0 acre feet, conditional, is located in
the SWY. SEY. of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whence
the SY. comer of said Section 31 bears S. 57 o 15' W. 1 ,520 feel
5. Golf Course Pond No. 5, decreed 4.0 acre feet, conditional, is located in
the SWY. SWY. of Section 32., T. 4 S., R. 8.2 W. of the 6th P.M., whence
the SW comer of said Section 32 bears S. 48 o W. 1 ,300 teet.
B. Uses: irrigatior1, recreation and piscatorial uses.
C. Date of initiation of appropriation: July 13, 1990.
D. The sources of the Golf Course Ponds Nos. 1 through 5, inclusive, are:
Spring Creek via the Groff Ditch- Cottonwood Enlargement ( 1 cfs}; Bumison
Creek via the Root Ditch (1.6 cis) decreed in Eagle County Destrict Court,
Civil Action No. 687; Deadhorse Gulch via the Root Ditch - Reynolds
Enlargement ( 1 cfs) decreed in Case No. B2CW341; and the Eagle River via
the Cottonwood Pump and Pipeline (2 cfs).
B-43
Appendix B
CVC Golf Course Ponds Nos. 1 through 5
SDCA_148S777.1
E. Each of the said reservoirs shall be constructed by means of embankment of
less than ten feet in height.
F. By the decree entered by the District Court, in and fur Water Division No. 5,
State of Colorado, on May 23, 1999, in Case No. 98CW249, the water rights
decreed to Goff Course Pond Nos. 1 through 5, indusive, were continued as
conditional.
G. Portions of the above-described water rights were made absolute, and the
remainder continued as conditional, by the decree entered by the District
Court, in and tor Water Division No. 5, Colorado, on August 24, 2006, in
Case No.OS-CW-095, as follows:
H.
1. Golf Course Pond No. 1 has been constructed and subsequently used for
storage of water and subsequently used for irrigation, recreation, and
piscatorial uses at the Cordillera Valley Club golf course
(a) Description of portion of conditional water right hereby made
absolute:
(i) Date water rights applied to beneficial use: June
1' 1993.
(ii) Amount made absolute: 6.0 acre-feet.
(iii) Uses: Irrigation, recreation and piscatorial uses.
The month for filing the next application for a finding of reasonable diligence
is August 2012.
_t.DOC
B-44
APPENDfXC
SURFACE WATER RIGHT DECREED TO COITONWOOD PUMP AND PIPELINE
A conditional surface water right was decreed to the Cottonwood Pump and Pipeline
in Case No. 91-CW -033, on December 8, 1 992 is summarized for informational purposes
as follows:
a. Legal description: The headgate is located at a point on the north bank of
the Eagle River in the SW% SWY-. of Section 31, T. 4 S., R. 82 W. of the 6th P.M. whence the
SW comer of said Section 31 bearsS. 5o W. 500 feet.
b. Date of initiation of appropriation: July 13, 1990.
c. Amount decreed: 2.0 cts, conditionaL
d. Irrigation, recreation and piscatorial uses.
e. Source: River.
f .. By the decree entered by the District Court,- in and for Water Division
No.5, State of Colorado, on May 23, 1999, in Case No. 98CW249, the water right decreed
to Cottonwood Pump and Pipeline was continued as conditional.
g. By the decree entered by the District Court, in and for Water Division
No. 5, State of Colorado, on August 24, 2006, in Case No. 05CW95, the water right
decreed to Cottonwood Pump and Pipeline was continued as conditional for all originalty
decreed purposes, and the month. for filing the next application for finding of reasonable
dirlgence is August, 2012.

SDG.'._ 48!f/7E.. i
B-45
Exhibit D
Collateral Assignment of Contracts
01:12230186.2
COLLATERAL ASSIGNMENT OF CONTRACTS
TillS COLLAtJl:RAL ASSIGNMENT OF CONTRACTS (''AssiDment") is dated
effective as of June lJL
1
i009, and made by CORDILLERA GOLF CLUB, LLC, a Colorado limited
liability company ("Assignor"), in favor of ALPINE BANK, and its successors and assigns
(''Assigneei').
Assignee is providing Assignor and certain affiliates of Assignor a loan in the ammmt of
$13., 700,000 (the ''Loan"). Ibe Loan is evidenced and secured by: (i) a Business Loan Agreement by
and between Assignor and certain affiliates of Assignor and Assignee, (ii) a Promissory Note
executed by Assignor and certa.ID affiliates of Assignor and payable to the order of Assignee, (iii) a
Commercial Security Agreement executed by Assignor and certain affiliates of Assignor for the
benefit of Assignee; and (iv) a Deed of Trust, executed by Assignor for the benefit of Assignee. The
foregoing documents, and all of the other documents evidencing and securing the Loan, are referred
to herein as the "LoanDocuments".
NOW, THEREFORE, in consideration of Assignee providing the Loan, and for other good
and valuable consideration, the reeeipt and sufficiency of which are hereby acknowledged, the parties
do hereby agree as follows:
1. Warranties of Assignor. Assignor hereby represents and warrants to Assignee as
follows:
a. Assignor has provided Assignee with copies of the contracts listed on Exhibit
A hereto (such contracts, as they may be .amended or modified, are referred to herein as the
"Contracts"), and those copies constitute true, correct, complete and current copies of the
Contracts. Assignnr further warrants that the Contracts are without modification, and
remains on the terms contained therein.
b. The Contracts are in full force and effect, are fully assignable and constitute
binding agreements, enforceable against the parties thereto in accordance with the terms
contained therein. Assignor warrants that it has full right and authority to transfer said
ContractS and that the contract rights herein transferred are free of lien, encumbrance or
adverse claim.
c. Assignor has not received any notice of default from any party to any
C o n t t a c ~ and, to the best of Assignor
1
s knowledge, there exists no fact or circumstance
which, with the passage of time, would cOnstitute an event of default or breach of any
Contract.
2. Assirnment. Assignor hereby grants to Assignee a security interest in all of
Assignor
1
s right, title and interest in and to the Contracts, together with all products and proceeds
thereof; provided. however that with respect to the Contract listed as item 2 on Exhibit A (Contract
No. 4-07-60-Wl 015, April 21, 1994, United States Department of the Interior, Bureau of
9290\15\1288879.2
Reclamation), such security interest shall extend only to the first 235 acre feet of water delivered
under such Contract. Upon the occurrence of an Event of Default by Assignor (as defined in any ef
the Loan Documents), Assignee shall be entitled to exercise any and all rights and privileges of
Assignor under the Contracts, together with all of the rights of a secured creditor with respect to the
Contracts under the Uniform Commercial Code in effect in the State of Colorado. Additionally, if
there is an Event of Default by Assignor prior to the final assignment of the Contracts to Assignor by
Assignor, then, upon the request of Assignee; Assignor shall take the required steps for the transfer
of the Contracts to Assignee or its designee, including the filing of docu:tnentation with anY
gcYvemtnental agency as may be necessary for the approval of such tratlSfer.
3. No Assumption. Assignee does not hereby assume any obligation of Assignor under
the Contracts. Assignor shall remain liable for all payments, costs and expenses or any other
obligations due and owing to other parties to the Contracts. Assignor shall indemnify, defend and
hold Assignee harmless from and against any and all claims, actions, demands, loss, cost, liability or
expense (including, but not limiwd to, reasonable attorney fees) incurred in connection with any
action taken by Assignee pursuant to this Assignment or asserted against Assignee by reason ofthis
Assignment
4. Covenants. Assignor hereby agrees as follows:
a. Assignor shall not, without Assignee's prior written consent, consent to or
permit any material modification, amendment, change or supplement to any Contract;
provided, however, that Assignor may assign its interest in the Contracts to Borrower without
Assignee's consent.
b. Assignor shall not exercise any right or remedy to terminate or supersede any
Contract in any manner.
c. Assignor shall promptly notify Assignee of any default or breach of or under
any Contract or of any failure of performance or other condition that, after notice or lapse oftime, or
could become a default or breach of or under any Contract
d. Assignor shall furnish to Assignee immediately upon Assignor's receipt any
and all written demands, correspondence, notices, or other commllirications from any party
concerning the Contracts.
e. Assignor shall timely pay and perform all of its duties CJ,Dd obligations under
the Contracts.
f. Assignor shall pay all costs and expenses, including without limitation costs of
Uniform Commercial Code searches, court costs and reasonable attorneys' fees, incurred by Assignee
in enforcing payment and performance of any of Assignee's obligations hereunder or in exercising
any of its rights and remedies as Assignee hereunder. All such costs and expenses shall be secured
by this Assignment.
2
9290\15\12&88791
5. Miscellaneous. This Assignment shall inure to the benefit of and be binding upon the
parties, their respective heirs, personal representatives, successors and assigns. This Assignment
may only be modified in writing, signed by the parties hereto. A default by Assignor under any of
the provisions hereof shall con.Stitute an Event of Default under the Loan Documents. This
.1\.ssignment shall be interpreted in accordance with the laws of the State of Colorado. This
Assignment shall ter:rninate and be of no further force and effect upon the irrevocable payment and
satisfaction in full of the LoaD.o and, upon such repayment, Assignee shall execute such instruments
as are necessary to document the termination of this Assignment if requested by Assignor.
6. Termination. Following the final transfer of the Contracts to Borrower of
Assignment, including all approvals of the necessary governmental authorities, this Assignment shall
expire and be of no further force and effect.
[REMAJNDER OF PAGE INTENTIONALLY LEFT BLANK]
3
9290\1:5\12&88791
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the day
and year first above written.
ASSIGNOR:
CORDU..LERA GOLF CLUB, LLC, a Delaware
limited liability company
CGH Manager, LLC
ASSIGNEE:
ALPINE BANK
4
EXHIDITA
1. 10 acre-feet (1 00%) of Eagle River Supply pursuant to Water Supply Contract
("'Contract") with Colorado R.lver Water Conservation District, acting by and through its
Colorado River Water Projects Enterprise ("River District") (CRWCD99-12), dated July
3 0 ~ 1999.
2. 23 5 acre-feet of the water under United States Department of the Interior Water Service
Contract No .. 4-07-60-W1015, dated April 21, 1994, for the delivery of water from Green
Mountain Reservoir, Colorado Big-Thompson Project, Colorado.
3. AD of the water, totaling 65 acre-feet, under United States Department of the Interior Water
Service Contract No. 3-07-50-W0903, dated November 30, 1992, for the delivery of water
from Green Mountain Reservoir.
4. /ill contracts and permits '\.Vith United States Department of Agriculture, Forest Service,
related to the use, operatiop. or ownership of the real property, including easements and
access thereon or for the benefit thereto, described in the Loan Documents.
9290\15\12&8&79.2
Exhibit E
Collateral Assignment and Security Agreement Covering Agreements, Permits and Contracts
01:12230186.2
Alpine Bank
Collatend Assignment and Secnrlty Agreemeat
Covering Agreements., Permits and Contracts
This Collateral Assignment and Security Covering Agreements, Permits and
Contracts ("Securitv Agreement") is made this 2-(/f':::day of June, 2009 between Cordillem
Golf Club, LLC, a Delaware limited liability company and Cordillera F&.B, LLC, a Delaware
limited liability company {collectively "Debtor}, whose address is P.O. Box 98&, 97 Main
Street, Suite E202, Edwards, CO &1632, and Alpine Bank. a Colorado banking corporation
("Secured Party''), whose address is 12 Vail Road, Suite 200, Vail, CO &1657.
RECITALS:
A. Debtor has executerl and delivered that certain Promissory Note, dated June2:Y,
20091n the original principal sum of$13,700,000.00, to the order of Secured Party (togetherwifu
any and all amendments, restatements, supplements and other modifications fuereto. the "Note").
B. As a condition to the Secured Party's loaning funds to file Debtor under fue Nom,
Secured Party requires that the Debtor enter into this Security Agreement in order to secure the
obligations and performance of Debtor under the Note.
AGREEMENTS:
NOW TIIEREFORE, iD consideration of the premises, and the mutual covenants and
agreements set forth herein, Debtor and Secured Party hereby agree as follows:
Section 1 DEFINITIONS.
lJ Defined Terms. For the purposes of this Security Agreement, the following
capitalized words and pbntses shall have tbe meanings set forth be\ow.
"Ba:Dkruptcy shall mean the Unired States Bankruptcy Code, a:s now
existing or hereafter amended.
"Business shall mean any day other 1han a Satur-day, Sunday or a legal
holiday OD which banks are. authorized or required to be closed for the concioct of colil.InCI"Cial
banking business in Denver, Colorado.
"Colla1eral" sball mean all of Debtor's right, title and interest in and to all
agreements, permits, contraCts, licenses (inc11lding liquor licenses, trademarks and copyrights, to
the extent all franchise agreements; all construction, management, consulting,
engineering. archltectural. service, supply, securily, utility, insumnce and mai:ntenance coDtrBcts;
all warranties and gt18I'IIDtee1:; aD leases of personal property including vehicles, equipment,
computer hardware or software or other technology or communications; and all land use
entitlement&, zoning, subdivision or other approvals or agreements made, obtained or enrered into
by Debtor with respect to the design. development. ownen:hip, marketing, sale,
operation. maintenance, repair or administration of the Property including but not limited 1o all
agreemeut:s, pc:rmits and cont.racts described on Exhibit "A" (as supplemented by the Matrix)
attached hereto. Notwithstanding the foregoing. the Partie& acknowledge and agree 1ha1 E.xhibit
A (as supplemented by the Matrix) may not .and is not intended to be an all-inclusive list or in any
way restrict Secured Party's rights and interests in all Collateral as generally described herein..
" ~ ~ shall mean, with respect to any Person, any interest granted by such
Person in my real or personal property, asset or other right owned or being purchased or acquired
by such Person whicb secures payment or performance of any obligation and shall include any
mortgage, iien., encumbnmce, title retention lien., charge or other security interest of any kind,
whether arising by contract., as a matter of\aw, by judicial process or otherwise.
"'Loan Documents" shall mean the Note and all documents and agreements
made or given in connection therewith including but not I:.imited to my lOOII agreements,
guarantees, deeds of trust, mortgages, assignments of rents and/or profits, collateral pledges,
security agreements or other documents or agreements however titled.
"Material .Agreements" shall mean aU agreements other than (a) pun:hase and
sales orders made in the ordinary course of business involvil;tg commitmen:ts., pa)'Jilf:llts or
receipts by Borrower of more than $75,000.00, (b) agreements entered into the ordinary course of
business for the operation, improvement, repajr, replacement or maintenance of the Property
invohring payments or receipts by Borrower of more than $75,000:00; and (.c) contracts 8lltered
into in the ordinary course of business and which are terminable by Borrower on not more than
thirty (30) days notice without any penahy considenll:ion and involving payments or receipts by
Borrower of more than $75.000.00.
"Obligations shall mean all loans, advances and other financial
accommodations under the Note, Bll interest accrued 1herecm (including interest which would be
payable as post-petition in connection with any bankruptcy or similar proceeding. whether or not
perm.ittOO as a claim th=d.er), any expenses incurred by Secured Party under this Security
Agreement, the Note or the Loan Documents and any and all other Liabllities and obligations of
the Debtor to Secured Party, howsoever created. arising or evidenced;whether diTect or indirect,
ahsohrte or contingent, now or hereafter existing. Or due or to bec:ome due, together with any and
all renewals or exmnsions thereof.
"OrgaJJizational Identification Number" means, with respect to a Debtor that is
an ~ , the organizational ideotific:stion number assigned to such Debtor by the applicable
governmental unit or agency of the jurisdiction of organjzation of such Debtor.
"Persou shall mean any natural person, partnership, limited liability company,
corporation, trust, joint venture, joint stock company, association, unincorporated organiz:ation.
government or agency or political subdivision thereof; or other entity, whether acting in an
individual. fiduciary or other capacity.
"PropertY'" shall mean the real estate described in the Loan Documents,
"UCC" shall mean the Uniform Commercial Code in effect in the State of
Colorado from time to time.
1.2 Other Terms Defined in UCC. All other capitalized words aod pbmses used
herein and not o1herwise specificaDy defined he;-ein shs..ll h!L'\Ie the respective meanings assigned
to such terms in the ucc, to the extent the same are used or defined therein.
,442508114
Sectiom 2 SECURtrY FOR THE O:SLIGATIONS..
2. 1 Soouritv for Oblig,ations. As secm1ty for the peyment and performance of the
Obligations, Debtor does hereby pledge, assign, tmnsfer, deliver and gmrt to Secured Party, a
continuing and WlCOnditiODBl security interest in the COllateraL
1.2 Tnmser of Collateral. Debtor shall not. directly or indirectly, gnmt a
security interest in or otherwise hypothecate or sell. assign (by operation of law or otherwise),
license, lease or otherwise dispose of, or gram 3ll)' option or rights of control or direction with
respect to any of the Collateral, to Secured Party in accordance with this Security
Agreement or IIIIY other doci.Uilents made or given in connection therewith.
2.3 Represenmtions Reeaniing Material A.greemeots Deblor represents and
warrants to Secured Party that, to fue best of Debtor's knowledge: (a) Exhibit "A., to this
Security Agreement lists all Material Agreemen1s existing on the date hereof; (b) true and
complete copies of all suclJ Material Agreement:&, including all amendments thereto, have been
made avaibtble to Secured Party; (c) all Material Ag:reemen1s listed in sucb schedule are in full
force and e:ffi:ct in accordance with their respedive 1l::nnS, and; (d) no party to any such
agreement has asserted any written claim of defuult or offset against Debtor, with respect
then:to, which claim, default or offset has not been c:ured or resolved. Debtor hereby covenants
with Secured Party that during the term of this Security Agreement: (w) Debtor shall fulfill and
perform each and every material term, covenant and provision of the Materia] Agreements to be
fulfilled or performed by Debtor thereunder, if BDy, (x) Debtor shall, in the manner proyided for
in fuis Security Agreement, give prompt written notice to Secured Patty of any notice {verbal or
written.) received by Debtor Wlder lillY of the Material Agreements, together with a complete
copy of any written notice, (y) Debtor shai1 enforce, short of termination thereof, the
performance and observance of each and every material term. covenant and provision of the
Material Agreements to be performed or observed, if aey, and (z;) Debtor shall not termin&te any
of the Ma:terial Agreements or amend any of tbe terms or provisions of any of the Material
Agreements, except as may be permitted pursuant to 1be terms of such agreements, and done in
the ordinary COUI1re of business, without the prior written consent of Secured Party, which
consent shall not be unreasonably withheld, conditiooed or delayed. In the event Debtor bas
terminated any Material Agreement, Debtor agrees to either enter into another similar agreement
containing temis and conditions no less favorable to Debtor, or notify Securod Parcy in the event
Debtor does not replace fh.e terminated agreement.
2..4 Financing SUUcments. Debtor shall, at the Secured Partys request, at any time
and from time to time, execute and deliver to the Secured Party such financing st:atements.
amendments and other documents and do such acts as the Secured Party deems necessary in
order to establish .and maintain valid, attached and perfected security interest iD the Coilatmai in
favor of the Secured Party. In futfuenmce of the foregcing, Debtor hereby irrevocably
authorizes the Secured Party at 811)' time, and from time to time, to file in any juri.s.c[jction any
initial financing statements and amendments thereto without the signature of such Debtor
containing IIIIY information required by Section 5 of Article 9 (or equivalent) of !he Uniform
Commercial Code of the jurisdiction wherein such financing statement or amendment is filed
regarding the sufficjency or filing office acceptance of any financing stBtemeot or
inctuding whether such Debtor is an organization, the type of organization and any
Organizational Identification Number issued to such Debtor. Debtor hereby agrees that a
photogenic or other n::prodnction of 1bis Security Agreement is sufficiont for filing as a
financing statement BDd Debtor authorizes the Secured Party to file this Security Agreement as a
financing statement in any jurisdiction. Debtor agrees to furnish any such information to 1he
Secured Party promptly upon request Debtor further nilifies and affirms its mfuorization fm
any financing statements and/or 1m1endmentt thereto, executed and filed by Secured Party in any
jurisdiction prior to the date of this Security Agreement. In additioll, Debtor shall make
appropriate entries on its books and reoords (and any financial statement delivered to any o1her
creditor) disclosing the security interest of Secured Party in 1he Collateral.
2.5 Other Actions as to CollateraL Debtor further agrees to take rmy other actions
reasonably requested by the Secured Party to ensure the att3cbment and perfection of: and the
ability of the Secured Party to enforce, the security interest of the Sec:med Party in any and all of
the CollateraL Debtor agrees to indemnify and hold the Secured Party harmless agajnst claims
of any PersonS not a party to this Security Agreement concerning disputes arising over the
CollateraL
Section 3 GENERAL REPRESENTATIONS AND W ARRANT1ES.
Debtor makes the following representations and warranties to the Secured Party:
3.1 Debtor Organization and Name. Cordillera Golf Club is a limited liability
company, duly organized, e:risting and in good standing under the laws of the Stine of Delaware,
with full and adequate }JO'Wef to carry on and conduct its business as presently conducted. The
Organizational Identification Number of this Debtor is 090396076. The exact legal name of this
Debtor is as set forth in the first paragraph of this Security Agreement Cordillera F &B is a
limited liability comp8IIY, duly organized, e:risting and in good snmding under the laws of the
State of Dela"WBJe, with fuU and adequate power to carry on and conduct its business as
presently conducted. The Organizational Identification Number ofthis Debtor is 0903&3064.
The e ~ legal name of this Debtor is as set forth in the first paragraph of 1his Security
Agreement.
3.2 Autboriprtjon. Debtor has full tight, power md authority to enter into this
Security Agreement and to perfOllD all of its duties and obligations under this Security
Agreement The execution and delivery of this Security Agreement and the Note Will not, or
will the observance or performance of my of the :rnatrers and things heroin or fuerein set forth,
violate or contravene any provisian of law or C1f the charter and other governing documents, as
applicable, ofDebtor. All necessary and appropriate actio11 bas been taken an the part of Debtor
to authorize the execution and delivery of this Security Agreement.
33 Validity and Binding Nature. This Security Agreement is the legal. valid and
binding obligation of Debtor, enforoeahle against Debtor in accordance with its terms, subject to
bankruptcy, insolvency and similar laws affecting the enforceability of creditors' rights generally
and to general principles of equity.
3.4 Ownernhjp of Collateral; Liens.. Debtor is the sole owner of all of its CoUateral.
3 ..5 Securitv Interest. This Security Agreement creates a valid security interest in
favor of the Secured Party in the Collateral and, when properly perfected by filing in the
appropriate jurisdictions, or by possession or control of such Collateral by the Secured Party or
delivery of such Collateial to the Secured Party, 1lS applicable, shall constiture a valid, perfected,
first priority, security interest in such Collateral.
3 .6 Complete Info!]IU!tion. This Se:cmity Agreement and all fmancial stmements,
schedules, certificates, confirmations., agreements, cout:racts, and other materials and
information heretofOre or contemporaneously herewith furnished in writing by Debtor to
Secured Party for purposes of, or in connection with. this Security Agreement and the
transactions contemplamd hereby is, and all written information hereafter furnished by or on
behalf of such Debtor to the Secured Party pursuant hereto or in connection herewith will be,
true and accurae m every material respect on the date as of which such information is dated or
certified, and none of such information is or will be incomplete by omitting to state EIII)' material
fact necessary to make such information not misieading in light of tbe circumsUmces under
which made (it being recognized by Secured Party that .any projections and forecasts provided
by such Debtor are based on good faith estimates 8Dd assumptions belieVed by such Debtor to
be reasonable as of the date of tbe app1icable projections or assumptions 8Dd that actual results
during the period or periods covered by any such projections and forecasts may diffet from
projected or .forecasted results).
Sectiou 4 REMEDIES. Upon the failure of the Debtor to. repay all or any portioD of the
Obligations when due as provided in the Loan Documents, the Secured Party shall have all
rights, powers and remedies set forth in this Security Agreement or the Loan Documents or in
any other written agreement or instrument relating to any of the Obligations or any security
therefor, as a secured party under the UCC or as otherwise provided ailaw or in equity. Without
limiting the genenility of the foregoing, the Secured Party mey, at its option, declare all
Obligations to be immediately due and payable, all without demand., notice or further action of
any kind required on the part of the Secured Party. Debtor hereby waives any and all
presentment, demand, notice of dishonor, protest, and aU other notices demands in
connection with the enforeemeiJt of Secured Party's rights under this Security Agreement or the
Note, and hereby consents to, and waives notice of release, with or without consideration, of any
CollateraL notwithstanding 8ll)'th.ing contained herem or in the Note to the contrary. Upon
occurrence of any Event of Default, and in addition to the fore<>.,ping:
4.1 Possession and A.sseznbly of CollateraL The Secured Party may, without notice,
demand legal process of any kind, take possession of any or all of the Collatenil (m adilitioo to
Colliiteral of whicb the Secured Party already bas possession), wherever it may be found, and
for that purpose lil8.)' pursue the same wherev-er it ma:y be found, and may at any time enter into
any of the Debtor's premises where any of the Collateral nury be or is supposed to be, and
search for, take possession of, remove, keep and store any ofthe Collateral until the same sball
be sold or otherwise disposed of and the Secured Party shall have the right to store and conduct
a sale of the same in a:ny of the Debtor's premises without cost to the Secured Party. At the
Secured Party>s request, the Debtor will,. at the Debtor's sole expense, assemble the Collateral
and make it available to the Secured Party at a pl.ace or places to be designated by the Secured
Party which is reasonably convenient to the Secured Party and the Debtor.
42 Sale of Collateral. The Secured Party may sell any or all of the Collateral at.
public or private sale, upon such terms and conditions as the Secured Party may deein proper,
and the Secured Party may purchase any or all of the Colla:ter'al at any such sale. Debtor
acknowledges that 1be Secured Party may be nnable to effect e. public sale of all or any portion
of the Collateral because of certain iegal and/or practical restrictions and provisions which may
be applicable to the Collateral and, therefore, lil8.)' be compelled to resort to one or more private
sales to a restricted group of offerees and purchasers. Debtor consents to any such private sale
.so made even though at places and upcm terms less favorable than if the Collateral were sold at
pnblic sale. The Secured Party shall have no obligation to or othorwise prepare 1:be
Collateral for sale. The Secured Party may apply the net proceeds, after deducting all costs,
expenses, reasonable attorneys' and pmalegals' fees incurred or paid at any time in the
collection, protection and sale of the Collateral and the Obligations, to the payment of .the
Obligations, returning the excess proceeds, if any, to the Debtor. Debtor shall remain liable for
any amount remaining unpaid after such application. Any notification of intended disposition of
the Collat!:ral required by law shall be conclusively deemed reasonably and properly given if
given by the Secured Party at least mn (1 0) calendar days before the date of such disposition.

Debtor hereby confirms, approves and ratifies all ads and deeds of the Secured Party relating to
the foregoing. and each part thereof, and expressly waives any and all claims of any nature, kind
or description which it has or may hereafter have against the Secured Party or its
representatives, by reason of taking, selling or collecting any portion of the Collateral. Debtor
consents to releases of the Collaleral at any time (including prior to default) and to sales of the
Collateral in groups, parcels or portions, or as an as the Secured Party shall deem
appropriate. Debtor expressly absolves the Seemed Party from any loss or decline in market
value of any Collateral by :reason of delay in the enforcement or assertion or nonenforcement of
any rights or remedies under this Security Agreement
4.3 Standards for Exercising Remedies. To the extent that applicable law imposes
duties on the Secured Party to ex.eiCise remedies in a commercially reasonable manner, Debtor
acknowledges and agrees that it is reasonable for the Secured Party (a) to incur
expenses reasonably deemed significant by the Secured Party to prepare Collateral for
disposition, (b) to o'otain third party consents for ac:cess to Collateral to be di.sposed of, or to
obtain or, if not required by other law, to fail to obtain goverru:nental or third party consents for
the collection or disposition of Collateral to be collected or disposed of, (c) to exercise
collection remedies against Persons obligamd on Collaieral or to remove liens or encumbrances
on or any adverse ciaims against Collateral, (d) to exercise collection remedies agajnst Persons
obligated on Collateral directly or through the use of collection agencies and other collection
specialists, (e) to advertise dispositions of Collateml (hrougb publications or media of general
circulation. whether or not the Collateral is of a specialized natare, (f) to contact otha- PerBOns,
whether or not in the same business as the Debtor, for expressions of interest in acquiring all or .
BIIY portion of the Colla1eral, (g) to hire one or more professional auctioneen; to assist in the
disposition of Collateral, Whether or not the collateral is of a specialized nature, (b) to di$pose of
Collatenl.l by utilizing internet sites that provide for fue auction of assets of the types included in
the CollatcraJ or that have the n:asonable capability of doing so, or that match buyers and sellers
of assets, (i) to dispose of assets in wholesale rather than retail markets, G) to disclaim
disposition warranties, including any warranties of title, (k) to pw-chase insurance OJ: credit
enhancements to insure the Secured Party against risks of loss, coUection or disposition of
Collateral or to provide to the Secured Party a guaranteed return from the collection or
disposition of Collateral, or (I) to the extent deemed appropriate by the Securod Party, to obtain
the services of other broke=, investment banlrers, consultants and other professionals to assist
the Secured Party in the collection or disposition of any of the Collateral. Debtor &eknowledges
that the purpose of this Section is to provide non-exhaustive indications of what actions or
omissions by Secured Party would be commercially reasonable in the Secured Party's exercise
of remedies against the Collateral and that other actions by Secured Party Shall not be deemed
commercially unreasonable solely on account of not being indicated in this Section. W rthout
limitation upon the foregoing, nothing contained in this Section shall be construed to grant any
rights to the Debtor or to impose any duties on the Secured Party that would not have been
granted or imposed by this Security Agreement or by applicable law in the absence of this
Section.
4.4 UCC and Offset Rights. The Secured Party may exercise, from time to time, any
and all rights and remedies avaHa.ble to it under the UCC or any other applicable iaw in
addition to, and not in lieu of, any rights and remedies expressly granterl in this Security
Agreement or in any other agreements between any Debtor and the Secured Party, and may,
without demand or notice of any kind, appropriate and apply toward the payment of such of the
Obligations, whether matured or unmatured, including costs of collection and attorneys' and
paralegals' fees, and in suCh order of application as the Secured Party may, from time to time,
elect, any indebtedness of the Secured Party to 8D)' Debtor, however created or arising,
including balances, credits, deposits, accounts or moneys of sucb Debtor in the possession,
442SCI3v4
control or custndy of, or in transit to the Secured Party. Debtor hereby waives 1be benefit of any
law that would otherwise restrict or limit tbe Secured Party in the exercise of its right, which is
hereby acknowledged, to appropriate a1 any time hereafter any such indebtedness owing from
the Secured Party to any Debtor.
45 Additional Remedies. The Secured Party shall, as applicable, have the right !lilli
power to:
(a) Upon all Event of DefBUlt (as defined in the Note), instruct Debtor, at its own
expense, to notify any third parties obligated on aey of the Collateral to make payment
directly to the Secured Party of any amounts due or to become due thereunder) or the Secured
Party may directly notify such obligors of the security interest of the Secured Party, and.lor of
the assignment to the Secured Pany of the Collateral and direct sucll obligors to make
payment to tb.e Secured Party of any amounts due or to become due witb respect thereto, and
thereafter, collect any such amounts due on the Collateral directly from such Persons
obligated thereon;
(b) enforce collection of any of the Collateral, including any accormts., by suit or
otherwise, or make any compromise or settlement wifh respect to any of the Collateral, or
surrender, release or exchange all or IIIIY part or compromise, extend or renew for
any period (whether or not longer than the original period) any indebtedness thereunder;
(c) Upon an Event of'Default (as defined in the Note), take possession or control of
any proceeds and products of any of the Collateral. including the proceeds of insurance
thereon;
(d) extend, or modify for one or more periods (whether or not longer than the
original period) the Obligations or BDY obligation of any nature of any other obligor with
respect to the Obiigaticms;
(e) grant releases, compromises or indulgences with respect to the Obligations, any
extension or renewal of any of the Obligations, any security therefor, or to any other obligor
with respect to the Obligation&;
(f) transfer the whole or any part of securities wbk:h may constitute Collal:eral into
the name of the Secured Party or the Secured Party's nominee without disclosing, if the
Secured Party so desires, that such securities so transferred are subject to the security interest
of the Secured Party, and any corporation, association, or any of the managers or trustees of
any trust issuing 8.II)' of such securities, or any transfer agent, shall not be bound to inquire, in
the event thai the Secured Party or such nominee makes any further transfer of such
securities, or any portion as to whether the Secured Party or such nominee has the
right to make such further transfer, and shall not be liable for transferring the same;
(g) vote the Collateral;
(h) Illllke an election with respect to the Collateral under Section 1111 of the
Bankruptcy Code or take action under Section 364 or I1DY other section of the Bankruptcy
Code; provided, however, tha1 m:ry such action of the Secured Party as set forth herein shall
not, in any manner whatsoever, impair or affect the liability of the Debtor hereunder, nor
prejudice, waive, nor be construed to impair, affeCt. prejudice or waive the Secunil Party's
rights and remedies a! law, in equity or by statute, nor rerease, discharge, nor be construe<! to
442508v4
release or discharge, the Debtor, any guarantor or other Person liable to the Secured Party for
the Obligations;
(i) at. any time, and from time 1D time, accept additions to, reklases, reduction&,
exchanges or substitution of the C6llat.enll. without in any way altering, impairing,
diminishing or affecting the provisions of 1:i:W; Security Agreement, the Note, or any of the
other" Obligation.&, or the Secured Party's rights hereunder, under the Obligations;
G) fue appOintment by aey court having jurisdiction, of a receiver 1D take charge o ~
mmmge, preserve, protect and operate the Collateral, and, after the payment of the expenses
of the receivership, including without limitation, reasonable a.tto):neys' fees 1D Secured Party's
attorney to apply the net proceeds in reductioo of the Obligations hereby secured, or in such
other manner as the court or receiver shall direct, all such expenses to be secured by the lien
of this Security Agreement;
(k) enforce the covenants, agreements, and obligations of fue Debtor hereunder by
the seeuring of equitabie remedies, including that of temporary BDd permanent injunction and
specific performance; all without the necessity of the Secured Party filing any bond or other
security which would otherwise be required by the statutes of the State of Colorado or the
Colorado Rules of Civil :Procedure, as amended. and in seeking such equitable remedies, the
requirement for filing of any such bond or 'other security, to the fullest extent permitted by
law, being hereby expressly waived; and
(I) Debtor hereby ratifies and confinns wha.te'Ver the Secured Party may do with
respect to the Collateral in accordance with tbe Loan Documents (mcluding this Security
Agreement); agrees that aey and all remedies may be exercised concurrently or subsequently,
in any rn:der as Secured Party shall determine and without modifying or limit to aey other
right or remedy and agrees 1hat the Secured Party shall not be liable for anY error of judgment
or milrtak:es of fact or law with respect to actions tBken in CODDection with the Collateral.
4.6 Attorney-in--Fact. Debtor hereby irrevocably makes, constitutes and appoints the
SecUred Party (and any officer of the Seemed Party or any Person designated by tbe Secured
Party for that purpose) as such Debtor's true and lawful proxy and attorney-in-fact (and agent-in-
fact) in the Debtor's name, place and stead, with full power of substitution, to (i) take soclt.
actions as are permitted in this Security Agreement, (ii) execute such financing statemoots and
ofuer documents and to do such o1her acts as the Secured Party may require 1D perfect and
preserve the. Seemed Party's security interest in, BDd to enforce such interests in the Collateral,
and (rii) carry out any mnedy provided for in this Security Agreement, including, executing and
delivering any assignments or other dreum:cnts evidencing a 1I1InSfer of 1I11Y of the Collateral to
Secured Party and endorsing Debtor's name to any checks, drafts; instruments and other items of
payment, and proceeds of the Coll.ateral, executing change of address forms with $e postmaster
of the United States Post Office serving the address of such Debtor, changing the address of
such Debtor 1D that of the Secured Parj:y, opening all envelopes addressed to such Debtor and
applying any payments contained therein to the Obligations. Debtor hereby aCknowledges that
the constitution end appointment of such proxy anrl lit1orney-in--fact are coupled with an interest
and are irrevocable .. Debtor hereby ratifies BIJd confirms all thatSDCh attorney-in-fact may do or
cause to be done by virtue of any provision of this Security Agreement
4.7 No Marshaling. The Secured Party shall not be required to marshal any present .
or future collatenll security (including this Security Agreement and the Collateral) for, or other
assurances of payroent of, the Obligations or any of them or to resort to such collateral security
or other assurances of payment in any particular order. To the extent that it lawfully may,
Debtor hereby agrees that it will not invoke any law relating to the marshaling of collateral
which might canse delay in or impede the. enforcement of the Secured Party's rights under this
Security Agreement or under any ofuer instrument creating or evidencing any oftbe Obligations
or under which any of the Obligations is outstanding or by which any of the Obligations is
secured or payment thereof is otherwise assured, and, to the extent thai. it 1awfuliy may, Debtor
hereby irrevocably waives the benefits of all such laws.
4.8 Applica:fion of Proceeds. The Secured Party will within three (3) Business Days
after receipt of cash or solvent credits from collection of items of paYJ.DCIIt, proceeds of
Collateral or any other s o ~ apply the whole or any -part thereof against the Obligations
secured befeby. The Secured Party shall further ha.ve the exclusive right to determine how, when
and what application of such payments and such credits shall be made on the Obligations, and
such determinat.jon shall be conclusive upon the Debtor. AIIy proceeds of any disposition by the
Secured Party of all or any part of the Collaiera.l may be first applied by the Secured Party to the
payment of expenses incurred by the Secured Party in connection with the Collateral, including
attorneys' fees and legal ex:.penses as provided for herein.
4.9 No Waiver. No breach or default by the Debtor shall be waived by 1he ~
Party except in writing. No failure or delay on the part of the Seemed Party in ex:.ercislng any
right, power or remedy hereunder shall operate as a waiver of the exercise of the same or III!Y
other right at any otber time; nor shall any single or partial exercise of aoy such right, power or
remedy preclude any other or further exer.cise thereof or the eu:rcise of lillY ofuer right, power
or remedy hereunder. There shall be no obligation on the part of the S=ured Party to exercise
any remedy available to the Secured. Party in any order. The remedies provided for herein are
cumulative and not exclusive of any remedies provided at law or in equity. Debtor agrees that
in the event that such Debtor fiills to perform, observe or discharge aey of :its Obligations or
liabilities nnder this Security Agreement or BIIy other agreements with the Secured Party, no
remedy of law will provide adequate relief to the Secured Party, and further agrees that the
Secured Party shall be entitled to temporary and permanent injunctive relief in lillY such case
without the necessity of proving actual damages.
4.10 Conflict 'Witb Loan DociDDents- In the event of any conflict or inconsistency
between ~ m y provisions of l:b.is Secmi.iy Agreement BDd any provisions of any ofhor of the Loan
Documents, Seemed Party's good faith determination of which provision shall control shall be
binding on the parties.
Section 5 MISCELLANEOUS.
5 .I E.ntire Security Agreement_ This Security Agreement and the Loan Documents
(i) are valid, binding and enforceable against the Debtor and the Secured Party in accordance
with their respective provisions and no conditions exist as tn their legal effectivenesg; (ii)
constitute the entire Seowity Agreement between the parties with respect to the subject matter
hereof and thereof; and (iii) are the final expression of the intentions of the Debtor and the
Secured Party_ No promises, either ex:.pressed or implied., exist between the Debtor and the
Secured Party, unless contained herein or therein. This Security Agreement, together with the
other LoaD Documents, supersedes all negotiations, representations, warranties, commitments,
tenn sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or
written.) prior to or contemporaneous with the. execution hereof wifu respect to any :matter,
directly or indirectiy related to fue teons of this Security Agreement and the other Loan
Documents. This Security Agreement and the Loan Documents are fue result of negotiations
among the Secured Party, the Debtor and tbe other parties thereto, and have been reviewed {or
have had the opportunity to be reviewed) by counsel to all such parties, and are the products of
all parties. Accordingly, this Security Agreement and the Loan Documents shall not be
construed more strictly against tbe Secured Party merely because of the Secured Party's
involvetnent in their prepanrtion.
52 Amendments: No delay on the part oftbe Secured Party in the exercise
of any right, power or remedy shall operam as a waiver thereof, nor shall any singie or partial
exercise by the Seemed Party of any right, power or remedy preclude other or further exercise
thereof, or the exercise of aoy other right, power or remedy. No amendment, modification or
waiver of,- or consent with respect to, aoy provision of this Secnrity Agreement, fbe Note or
Loan Documents shall in any event be effective unless the same shall be in writing and
acknowledged by the Secured Party, and then any such amendment, modification, waiver or
consem shall be effective only in the specific: instance and for the specific: purpose for which
given. Wi1h respect tD 1he Loan Documents, including this Security Agreement, Debtor waives
lillY duty of good faith and fair dealing imposed upon Lender. Except as otherwise provided
nerein, Debtor waives all notices and demands in connection with the enforcement of the
Secured Party's rights hereunder.
53 WAlVER OF JUR_Y TR.IA1. 1HE SECURED PARTY AND DEBTOR,
AFTER CONSill..TlNG OR RA. VING HAD THE OPPORTIJNITY TO CONSULT WITH
COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONAlLY WANE
IRREVOCABLY, ANY RIGliT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS SECURITY
AGREEMENT, THE NOTE, ANY OF TilE OTHER OBUGATIONS, THE COLLATERAL,
OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DEUVERED
OR WIDCH MAY IN THE FUTURE BE DELIVERED IN CONNECriON HEREWITH OR
THEREWITH OR ARISING FROM ANY LENDING RELATIONSHll' EXISTlNG IN
CONNECTION WITH ANY OF TilE FOREGOING, OR ANY COURSE OF CONDUCT OR
COURSE OF DEALJNG lN WEICH THE SECURED PARIT AND 1BE DEBTOR IS
ADVERSE PARTY, AND EACH AGREES TiiAT ANY SUCH ACTION OR PROCEEbiNG
SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE SECURED PARTY GRANTING ANY
FINANCIAL ACCOMMODATION TO 1HE DEBTOR.
5.4 Assignabilitv. The Secured Party IIJBY at BJJY time RSsign the Secured Party's
rights in this Security Agreement, the Note, the Obligations, or any part thereof and transfer tbe
Secured Party's rights in BIJY or all of the Collateral, and the Secured Party's thereafter shall be
relieved fiom all liability with respect tD such CollaieraL This Security Agreement shall be
binding upon the Secured Party and the Debtor and its legal representatives and S!JCCessors. All
references herein to tbe Debtor shall be deemed tD include any successors, whether immediate
or remote. ln tbe case of a. joint venture or partnership; the term "Debtor" shall be deemed tD
include all joint venturers or partners thereof, who shall be jointly and severally liable
hereunder.
5.5 Costs, Fees and Expenses. The Debtor shall pay or reimburse the Secured Pm1y
for all reasonable costs., fees and expenses incurred by the Secured Party or for which the
Secured Party becomes obligated in connection wifu the enforcement of this Security
Agreement, including reasonable attorneys' fees and time charges of counsel to the Secured
Party, search fees, costs and expenses; and all taXeS payable in connection with this Security
Agreement. In furtherance of the foregoing, the Debtor shall pay lUI)' and all stamp and other
taxes, UCC search fees, filing fees and either costs and in connection with the
execution and delivery of this Security Agreement and the Note, and Debtor agrees, jointly and
severally, tn save and hold tbe Secured Party bmmless from and against any and all liabilities
442So&v4
with respect to or resulting from any delay in paying or omission to pay such costs and
expenses. That portion of the Obligations consisting of costs, expenses or advances 1D be
reimbursed by the Debtor to the Secured Party pursuant to this Security Agreement or the Note
which are not paid on or prior to the date hereof sbaU be payable by the Debtor 1D the Secured
Party on demand. If at any time or times hereafter the Secured Party: (a) employs counsel for
advice or other representation (i) to represent the Secured Party in any litigation, contest,
dispute, snit or proceeding or to commence, defend, or intervene or to take any other a..-"tion in or
with respect to any litigation, contest, dispute, suit, or proceeding (whether instituied by the
Secured Party, the Debtor, or any other Person) in any way or respect relating to this Security
Agreement, or (ii) to enforce any rights of the Seemed Party against the Debtor or 8D)' other
Person under of this Security Agreement; (b) takes any action to protect, collect, sell, liquidate,
or otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the
Secured Party's rights or remedies under this Security Agreement, the costs and expenses
incurred by the Secured Party in IIIIY manner or way with resp"'....ct to the foregoing, shall be part
of the Obligations, payable by the Debtor to the Secured Party on demand..
5.6 Forpm Selection And Consent To Jurisdiction. AJiy litigation based hereon, or
arising out of, under, or in connection w.ith this Security Agreement or the Note, Shall be
brought and maintained exclusively in the courts of the S1ate of Colonuio located in Eagle;
provided that nothing in this Security Agreement shall be deemed or operate to preclude the
secured party from bringing suit or tBking other iegnl action in any other jurisdiction. Debtor
hereby expressly and irrevocably submits to the jurisdiction of the courts of the State of
Colorado 1ocated in Eagle for the purpose of any such litigation as set forth above. Debtor
further irrevocably consents to tbe service of process by registered mail, postage prepaid, or by
personal service within or without the State of Colorado located in Eagle. Debtor hereby
expressly and irrevocably waives, to the fullest extent permitted by law, any objection which it
may now or hereafter have to the laying of venue of any such litigation brought .in any such
cowt referred to above and any claim that any such litigation has been brought in an
inconvenient forum.
5.7 Governing Law. This Security Agreement shall be delivered and accepted in and
shall be deemed to be a contract made under and governod by the internal laws of the State of
Colorado applicable to contmcts made and to be performed entirely within such smte, without
regard to conflict of laws principles.
5.8 Enforceability. ~ e r possible, each provision of this Security Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Security Agreement sball be prohibited by, imenforceable or invalid under any
jurisdiction, such provision shall as to such jurisdiction. be severable and be ineffective to the
extent of such prohibition or invalidity, without invalidating the remaining provisions of 1his
Security Agreement or affecting the validity or enforceability of such provisiOIJ in 8l'l)' other
jurisdi.ction.
5.9 Time ofEssenre. Tune is of the essence in making p ~ of aD !IJDCJUDts due
the Secured Party under this Security Agreement and in the performance and observance by 1be
Debtor of each covenant, agreement, provision and term of this Security Agreement
5. J 0 Counterparts: Facsimile Signatures. This Security Agreement may be executed
in any number of counterparts and by the different parties hereto on separate cotintmparts and
each such counterpart shall be deemed to be an original, but all such coliJll:erparts shall together
constitutl: but one and the same Security Agr-...ement. Receipt of an executed signature page to
this Security Agreement by facsimile or other e\ectronic transmission shall constitute effective
4425084
delivery thereo Electronic records of executed versions of this Security Agreement or the Note
maintained by the Secured Party shall be deemed to be originals thereof.
5.11 Notices. Any notice or demand that Secured Party and Debtor are required or
permitted to give to the other in connection with this Security Agreement shall be effective only
if in writing, signed by the Party giving such notice or such Party's legal counsel. and shall be
deemed given only upon the personal service thereof on the other Party, via overnight delivery
with confirmation receipt thereof, via facsimile trmismittal with written cOnfirmation of date
transmittal, or three (3) days after the deposit thereof in the United States mail by certified or
registered mail, postage prepaid, wifu retmn receipt requested, addressed to the other Party !It
the address set forth above (or at such address a either Party may specify to the other Party in
accordance with the provisions of this Paragrnph). Copies of any notice from Debtor to Secured
Party shall be sent to K.ursten Canada, Esquire, Garfield & Hecht, P.C., P.O. Box 5450, Avon,
Colorado 81620.
5.12 Binding Effect. This Security Agreement shall beoome effective upon execution
by the Debtor and the Secured Party. If this Security Agreement is not dated or contains any
blanks when ex=uted by the Debtor, the Seemed Party is hereby authorized, without notice to
the Debtor, to date this Security Agreement as of the date when it was exectrted by the Debtor,
and to complete any such blanks according to the terms upon which this Security Agreement is
executed..
IN WITNESS WHEREOF. the Debtor and the Secured Party have executed this Secllrity
Agreement as of the date first. !l'Dove written.
Debtor:
Cordillera Golf Club, LLC, a Delaware limited
Iiab 'pany
Debtor:
Cordillera F&B, LLC, a DelffWare limited
liability company
B y ~ o t . ! ~ ~
Exhibit"A"
List of AD Marerial.AgreemenU, Pennits BDd Contn:tcts
1. WetlandPermit# t999-75449 (SUIDIIiit Courne)
2.. Wetland Permit #2001-5187 (Valley Course)
3. Purchase and Sale Agreement, version _. not yet executed, by and between Eagle Golf,
ILC, Squaw CJ"flci: Development, ILC, Summit' Course, LLC and Cordillera Club
Properties, LLC (coUective}y, "Seller) and WFP Cordillera, LLC, Cordillcre Golf Club,
ILC, and Cordillera F&B, LLC (collectively, "Purolmserj
4. Alcoholic Bevcrege License from County of Eagle for State License No. 03-78536--000
to CVC Management, LLC, The Chaparral, expired 5128/09
5. Alcoholic Bevera.,.ae Liceme for Account No. 03-78536--0000 from the State of Colorado
Department of Revenue to eve Management, LLC, The Chaplli11il, expired Srl&/09
6. Special Tax Stamp from the Department of the Treasury- Alcohol and Tobacco Tax and
Trade Bureau to eve Management, ILC for The Chaparral for special tax period 7/1104
to 6/30/05, Control No. 2004161-014-010
7. Sales Tax License for Account No. 03-78536-0000 from the State of Colorado
Department of Revenue to CVC Management, LLC, The Cbaparml, valid througn
12131/09
&. License to Operate a Retail Food Establishment from the State of Colorado Department
of Public Health and Environment to CVC Management, LLC, The Chaparral, for
Account No. 03-78536-0000, valid through l2J? 1/09
9. Alcoholic Beverage License from County of Eagle for State License No. 40-75239-0000
to Summit Food and Bevemge., LLC, The Summit, expires &/23/09
Hl. Alcoholic Beverage License fur Account No.' 40-75239-0000 from the State of Colorado
Department of Revenue to Summit Food and Beverage, LLC, 'The Summit, expires
&/23/09
11. Sales Tax .License for Account No. 40-75239-0000 from the State of Colorado
Department of Revenue to Summit Food and Beverage, LLC, The Summit, valid through
12/31109
12. License to Opernte a Retail Food Establishment from the State of Colorado Department
of Public Heli.ltD 8DQ Environment t:o Summit Food and Beverage, ILC, The Summit, for
Account No. 40-75239-0000, valid through 12131/09
13. License to Operate a Retail Food Establishm:ent from the State of Colorado Department
of Public Health and Environment ro Summit :Food and Bevernge, LLC, Smnm.it Ralfwa:y
House, for Account N o . ~ 75239-0002, valid through 12/31109
14. Alcoholic Beverage License from County ofEagle for State License No. U-1&901-0000
to GEMSA Corporation, Cordillera Golf Club, expired 5/1 &109
15. Alcoholic Be-verage License for Account No. 12-18901--0000 from 1he StBte of Colorado
Department ofR.evenue to CVC Management, LLC, The Chaparral, expired 5/18/09
16. Special Ts.x Stamp from the Department of the Treasury- Bureau of Alcohol, Tobacco
and Firearms to GEMSA Corporation for Cordillera Golf Club for special tax period
7/1/03 to 6130/04, Control No. 2003168-{)14-042
17. Sales Tax License for Account No. from the State of Colorado
Department of Revenue to GEMSA Corporation, Cordillera Golf Club, "alid through
12131109
1 &. License to Operate 11. Retail Food Establishment from the State of Colorado Department
of Public Health and Environment to GEMSA Corporation. Cordillera Golf Ciub, for
Account No. valid throUgh 11/31109
SCHEJ)ULE 2.6
MEMBERSHIP DOCUMENTS
.MEMBERSHIP AGREEMENTS AND MEMBERSHIP PLANS
L Membership Reservation Agiee:ment, executed July 21, 1995 between Cordillera Valley
. Club Investors Limited PartneJ:ship and Stag Gulch Part:ners ("'Owner} and
vail/Anuwbearl. Inc. rv N;
2. Non-Resident Signature GolfMembershi.p 2007 Schedule of Dues, Fees imd Cbm:ges
3. Application for Resident Owner Membership Designation (Soiaris Club)
4. Cover Letter to Prospective Members in The Club a1 Cordillera
5. Membership Agreement dated Decembe1: 14, 2007 between Cordillera
Club Properties, LLC ("Club Operator) and Epiphany Vail. LLC ("Epiphany")
("Epiphany Agreement)
6. First Amendment to Epiphany Agreement dated 6/BJ2.008
7. Frequendy Asked Questions ("'F AQj The Club at Cordillera
8. Chili Description of Facilities
9. The Club at Coniillcra .Application for Membership Privileges Form 17 (dated 9/15/05)
and Fm:m 18 (dated 6/15/04)
10. The Club at Cordillere.Appllcation fur Membership Privileges Forms 15 and 16
11. Cordillera Chili Applicaiions fur Membership FOIIn, Fonn 0, Form 1, Form 1.1, F oon 2,
Form 2A., Form 3, Fozm 3.1, Form 4, Form 4.1. FoiDl 5, Form 6.S, Form 7, Form &.0,
FO!III. 8.1, Form. 9, Form 10.0, Form 11.0, Form 12.0, Form 13.0, Form 13.1, Form 14.0
12 Addendum to Applicafton for Membership Privileges Form $115,600 Membership
Deposit, Signature GolfMembership
13. Addendmn to Application for Membership Privil.eges Form $67 ,.500, Gold Medallion .
Membership
14. Addendum to Application for Membership Privileges Form, 2007, Jmrior-Signature Golf
Membership
15. The Chili at Cordillera.Momber:shlp Plan Amended July 1, 1994
16. The Club at Cordillera MemberShip Plan Amended March 15, 1995
17. The Club 1!1 Cordillera Memborship Plan Amended December 15, 1995
18. The Clcb at Cordille-ni Membership Plan, Rules and Regulations, Frequently Asked
Questions and Schedules of Dues, Fees and Charges Amended and Restated March 1,
199&
19. The Club at Cordillera Membership Plan and Rules and Rcgulations, Amended and
Restated September 1, 1999
SCH2.6-1
2.0. The Chili at Cordillera Membership Plan and. Rules and Regulations, .Amended and
Restated Sc:ptemher l, 2005
2L The Club at Cordillera Membership Plan, Amended and Restated November 30, 2007
21. The Club at Cordillera Builder Membership Agreement Fonn
23. Seller's W aitlist, see attached
24. All Membership A.greementt with the Mexnbers ofihe Club iocated on site in the Club
files.
25. The thirty (30) year Me:nibe:oo.ip Refund Obligation to the Mcrnb=:s attached l;lereto
pursuant to the Membership Agreements.
Acc:oo.nt No.. A.ct:owlt Name

J418 Kent and ama. No dues so J.ang as employod by Siffi:r at
Ccmiillera (membership :ffie cacmins
regarding tem!S)
M329 Robert and Karin Barker No dues. so long as employed by Slifer ill:
Cordillera. (membcrsbip file con1ains
memo regarding tams)
136 Ron and Patricia Bmve No dues so long as employed by Slffi:r at
CoJdillc:ra
H8 Anthony .Bryan No does- Honorary
M60 John Claus No dues- New Member Abstract in
mcmbl:nhip file stmes 1hat he was
National and should be Honornry
H3 TomFatio No dues- HoilOiillY Pemument. designer
H President eod Mrs. Ford No duci Honorary
M23 Frank Giffurd No clue$ - Mcmb=bip file documents
indicm membership is HODCIBI)'
Sll20 Jobn Gicrvando No dues- Vail .Bravo, Membotship File
contains letter refe.rencing dues as
compli.mcn1ary
M206 Jeannine .Hallenbeck No dues so long as .employed at
Cordillaa (membership file contains
.!llelllO regarding tenns)
Vl3l Stephen Harris No dm:s (partner- Foxsy!be
lnveslm!m!:s, luc.)
ID David and Axay Hill No dues (partner) - HODOrary
Hl Hale Irwin No dues- Honorary. Peonanent,
DesignCi'
SCH2 .. 5-2
Acc:mmtNCI. AecountName
I
Ammgemem
H4 Dau and Sbcuy Issei No does- Honorary (not tzsed)
H5 David I..edbett.er No dues- Hononuy (Dot used)
M93 E.2za and Lawen Merltin No dues (partnec) .... Cbarter" member
(unlimiled golf per Membclship File)
Vl33 I D.c. Mcffiwedter No dues (partner)
H6 Jack Nicldaus No dues- HoDCm!r)' -Permanent,
Designer
VlZ32 Jacl::: and Barbara Nicklaus No dnes- Honorary- Pennanent,
Designer
M0193 Pricilla. O'Neil Child !IS significant other, soppose Ibis
could be changed
V1280
I BreD). Pearson
No dues Nsti.ooal-
File bas Agret:mcnt with
dues crossed out
H2 Dave and Joanne Pclz No dues- Honoauy - Permanent,
Designer
nor DI!.Ve and J oatme Pelz No dues- HODOIBrY Membership
attached to bouse. Sabsequeat purcba:ser
would be required to pay dues if and
whca they sc1J property
M638 Daniel and Diima Posen No dues (partner)
M:r76 Fetix.Postm No dues (partner)
M132 WilliAm D- Rey No dUes -Trade ont fur aD clubhouse
art. Can. be goiDg forwm:ti
M59 George Sanders No aucs -Honorary- Litigation
Settlement
M0485 Sue Tailucci Child as signifiC8Jll other - (husband is
deceased but his name remains on the
account per
V724 Ricbard and Dawn Wan:len No dues (paittlcr)
Yt20 [ David Willtelm No dues (pmtner)
SCH2.6-3
SCHEDULE 2.1
CONTRA.Cf AND PROPERTY OBLIGATIONS
l. Equipmtmt Lease Matrix. Golf and Aulnmobiles - See a1taclled
2. Opemting Contacts Matrix- See a1tacbed
3, Water lGgbts and W atcr Con1racts, as referenced on Exht"bit B
4. NOAS I>ocumenm, as referenced on 2.4
5. Membership Documeots, as referenced on
6. All obligations of the land owner set forth in tbe docum.ents, agreements and instruments
of record as reflected on tbal: certain Title Commitment. dated issued by
Stewart Title of Colorado as Order No. (the "Trtle Reportj
7. Ail obligations UDder the Covenants, Conditions and Restrictions that nm with the Land
and 1he Valley Land as shown on the Title Report
&. All Development Plan obligations (Le., rounds of golf open to public, including obarity
events) that ron with the Land and :the Valley Land as shown on 1he T'tlie Report
9. All contractua1 obligations l.Dldcr the following:
a. Lodge Access and Use Easement anrl Agreement dated October 1, 2003 by rmd
between Stag Gulch Partnem. Cordillera Valley Club Investors Limited
Partnership, Galena Partners and Squaw Croe:k Realty Corp., Eagle Golf LLC,
Valley Golf LLC and Con:iilk:ra Summit Golf; U.C ("'CI.ub Owners}; Cordilleca.
Club Properties, LLC ("CI.ub Opemtorj, Galcma Partnets, Kensington Partners
("Lodge Owne:rj and rela1ed Tee Tnne Agreement
b. Assigmnent and Assumption of Lodge Access and Use Easement and Agreement
and Club Access Agreement dined December 1&, 2003.
c. Club Access and Use Agreement dated December 18.2003 by and between Stag
Gulch Partners, Corth1le:ra. Valley Chzb Investors Umited P&tne.tship, Galena
Partoers, Squaw Cred: Realty Corp., Eagle Golf LLC, Valley Golf, LLC and
Coniillera Summit Golf, Inc. ("Club Owners"), Cordillera Club Properties. LLC
"-o----
("Chib Op....'"rSiorj, Galena Partners and Kensington Parlners ("Lodge Owner"') as
amended by that certain A.mended and Resbrted Club Acoess and Use
and by that certain First Amendmeot to AinendOO and Restated Club Access and
Use Agreement dated to be effeclive December 31, 2006, and by that certain
Second Amendment to the Amended and Restated Club Access and Use
Agreement dated to be effective December 30, 2007.
d. Property Use Agreement dated December 1 &, 2003 by and bel:woon Eagle Golf
LLC, Galena Partners and Kensington Partners rown,er) and Colorado Hotel
Operator, lnc. ("'perator") and Fandango Cordillera, -LL.C. ("ManHgetj and
Cmdille:ra Land. LLC, as amended May l, 2005 and May 2.6, 2006.
e. The Resident Owner Membership Agreement with Epiphany Vail, LLC dared
December 14, 2007, as amended by that certain First Amendment to R::sidont
Owner- Membership Agreement dated June D, 2008.
f. of General Store (verbal lease)
SCH 2.1-I
g. License Agreement betwe::n K.onsington Partners and Cordillem Lodge & Spa,
LLC dated December 18,2003.
h. Letter Agreement with Lodge Seller dated March 15, 2007 regarding easement
reStrictions
L Letter Agreement dated June 4, 2008 regarding Letter A ~ e n t as to rnsement
restrictions dmod March l s:, 2007
j. License A.greement between Cordillera Valley Club Investors, LP and Coniillem
Valley Property Owners ~ Inc. (three versions - see transmittal email
also encJ.o&ed an CD No. 7 far further expi.anaticn)
k. Easement and Licerue Gnmt and Agreement dated July 8, 2008 between
Cotdillera Valley Property Owners Association lnc. and Valley Golf. U..C
L Private cart agreements far the following Members:
i. Bart Barnett
ii. Walter Carey
iii John Clay
iv. Robert Engleby
v. Dennis Parl;:er
m. Severance and Consulting Agreement by tmd betweon loseph Biair Petrash and
Cordillesra Club Properties. LLC dated --,------
SCH2.l-2

THE CL.UB AT COBDILLRA
OPERATING CONTRACTS MATRIX
{Vendors I Employment (Office Equipment)
Partne111) (notation on
Summary
Indicates Contract
has been prepaid
Software Support
/Annually
.. l()pot_C,...-M>o"lr.).....,
1
(11 mos.)
Nolalfon etates
contreot prepaid

...
3
Noles etalea
con!raat prepaid
1<-""'"""'J.a/'J'o\ooloiUiOI""' .... C--Ib ...
4
and
Tom S!fckney
[PHney Bowes] Properlles, LLC
fJ.I,SW.rlllilhriOp-...tiiliA'
+
Membership
Sales
representative
5
+
$2,000/monthly retainer
for Membership Sale&
responelbiiiUea
Annuall'9newals
unless 90-day
prlor termination notice;
A:ny oth11r termlnauon
requires .1 0-day noUca
Apr111, 2010 (66) {monthly} conesnt
CREDIT Prop8111es, LLC 011
Schedule 2,1
THE CLUe AI CORDILLERA
EQUIPMENT LEAS5 MATRIX
(Golf and Automobiles)
20 R&R
Awn
9SBOM John De eta Gator HPX;
Cklb 294 Club Car Carry-Alii
441536 Debris lllowar
A 1300 Ro;r M81ter Blad11 Grinde An;
3081!6 Groundmuler .seoo
Mllico Stat;
303QIJ Deluxe &e.: Sup;
:10707 Annrut Kit;
Shop1 Shop SuppU:
Slhqp2 OR fludea;
4 Ulborturlsu
Decembtr I, 2010 (60) f (MonthlY)
N:laddiJOIIibd9jJ.OJISdhdnloJI&Mdulr 1.1 /Iqufp,...rrt ... Malrlxl.b.DOC
content
N;laJdfsonlb69JJ.OJISchodulLJ\'klr.tf!!141.1 uaso Alatrl:rl.h.DOC 2
H;kuldls0111b69J,.O/lSc/todulu'&JioJu/o 21 EqufplrWnl Ltau MatrW.b.IXJC 3
20- R1203T8 R&R UHMW Grooved Roller ARm;
TC 3226b Turf Mower;
BT-HKB100 Buffalo Turhlna;
2- Q860 John Galor HPX;
B GIRL1000-01-GMFl'Trellera:
04Ciii Greaneme.tter 1 ooo;
8- 04121! Groo111ing R.LEI;
MITM HSW 11!02-0MlO PreaHullt Wuher
2.1 Kqulpmo111 LooT< /.lulrbJ .b . .DOC
See above comment
4
N:IDddfron\b6PJJ.OJISdNJuluiSch.Jull.J EqulpRNrrl L.a.- Ma/rfr.l.h.DOC j
i- P-711-186-0GB /V!fWI'/Bi
HS 103 DMI Speaed Roller;
I'S-403 V\!XIn Sprwder;
VGB 10080 MuNI-Purchua Plallorm;
VGB10061 Vlcon Mountain Kll;
MAR0009116 133!1 Arlena Demo;
MAR00-46 ST1332 Snowlllower;
100().01 GMR Trallrlnl
2 John Deere 1200H Bunker Raksa;
3- John Deere 32315C Faltwlry Mowers;
John Dura 2030 Progator;
2- John Deere 2000 Aei'QOre Aaralora;
John Deere 32480 Mower;
2- John Deere 800 Aarcore Aaratora;
Do&re2208 Walk Bahlnd
Greanamowera;
2- John DMre 228 Trallara
DQU\I>.,.tlAan Matr/'J<l,bJJOC 6
Agrime.lsl BW3tl0 Blower,
lyCrap MH-400 wJaocesaorJes:
Double Deck Semel Stcrm Dabrla Removmr,
OJaueun Ael'ltor;
C3runsl!eepltf II Bruah;
A6000 Falcon AL Boom
N:\Ddriulllolbd9H.Ol\Sc.hdulu'Shtdulo1./ !.-.. MtJJrlxl.h.DQC 7
Othe.rW&III Fargo
Muter elate
NO anlgnment-
naed lo verily thla om1
N:lad<ifscmlh6953.(}/\Sr:h<dui4:Nichodul1.1 Eguipmnl uas:t Mail'lx/.b.DOC 8
N:'ll:uidlson\b69JJ.Ol'St:ltlaulOJISch.dull 1.1 Equip-'ll L1au Mwlxl.b.DOC 9
Exhibit F
Collateral Assignment and Security Agreement Covering Golf Membership Revenues
01:12230186.2
Alpine Bank
Collateral Assignment and Security Agreement
Covering Golf Membership Revenues
This Collateral Assignment Agreement Covering Golf Membership Revenues
esecuritv Agreemenf') is made this day of June, 2009 between Cordillera Golf Club, LLC, a
Delaware limited liability company and Cordillera F&B, LLC, a Delaware limited liability company
(collectively "Debtor"), whose address is P.O. Box 988, 97 Main Street, Suite E202, Edwards, CO
81632, and Alpine Bank, a Colorado banking corporation ("Secured Party") whose address is 12 Vail
Road, Suite 200, Vail, CO 81657.
RECITALS:
A. Debtor has executed and delivered that certain Promissory Note, dated of even date
herewith in the original principal sum of $13,700,000.00, to the order of Secured Party (together with any
and all amendments, restatements, supplements and other modifications thereto, the "Note").
B. As a condition to the Secured Party's loaning funds to the Debtor under the Note,
Secured Party requires that the Debtor enter into this Security Agreement in order to secure the
obligations and performance of Debtor under the Note.
AGREEMENTS:
NOW TiffiREFORE, in consideration of the promises, and the mutual covenants and agreements
set forth herein, Debtor and Secured Party hereby agree as follows:
Section 1 DEFINITIONS.
1.1 Defmed Terms. For the purposes of this Security Agreement, the following capitalized
words and phrases shall have the meanings set forth below.
"Bankruptcy Code" shall mean the United States Bankruptcy Code, as now existing or
hereafter amended.
"Business Dav" shall mean any day other than a Saturday, Sunday or a legal holiday on
which banks are authorized or required to be closed for the conduct of commercial banking business in
Denver, Colorado.
"Collateral" shall mean all Net Sales Revenues and Income From Dues as those terms
are defined below.
"Income From Dues" shall mean all dues, assessments, fees or other charges (together
with interest thereon if applicable) payable to Debtor by or on account of the Memberships.
"Lien" shall mean, with respect to any Person, any interest granted by such Person in any
real or personal property, asset or other right owned or being purchased or acquired by such Person wruch
secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance,
title retention lien, charge or other security interest of any kind, whether arising by contract, as a matter of
law, by judicial process or otherwise.
451430vl
"Lock Box" shall have the meaning given in Paragraph 2.3(c) below.
"Loan Documents" shall mean the Note and all documents and agreements made or
given in connection therewith including but not limited to any loan agreements, guarantees, deeds of trust,
tnortgages, assignments of rents and/or profits, collateral pledges, security agreements or other documents
or agreements however titled.
"Manager" Debtor represents to Secured Party that, at the time of the execution of this
Security Agreement, there is no manager for the golf course properties and facilities and such properties
and facilities shall be self-managed by Secured Party. For purposes of this Security Agreement, the term
Manager shall mean Debtor.
"Memberships" shall mean all golf course memberships of all categories and all
privileges with respect to all golf course properties and facilities now or hereafter owned by Debtor
including but limited to memberships issued pursuant to the Membership Plan for The Club At Cordillera
Amended and Restated November 30, 2007 and any amendments, modifications, supplements or
restatements thereof. At the time of funding of the Note, the golf course properties and facilities consist of
the Valley, Summit and Mountain Courses, separate 10 hole executive course and all related facilities
such as clubhouses and restaurants.
"Net Sales Revenues" shall mean all revenues, whether ill the form of a lump sum
payment or any installments or on any other credit terms, from the sale, exchange or upgrade of
Memberships, including but not limited to Premier Memberships, less all refund payments paid or
payable in connection with the sale, exchange or upgrade of any Memberships.
"Obligations" shall mean all loans, advances and other financial accommodations under
the Note, all interest accrued thereon (including interest which would be payable as post-petition in
conne"ction with any bankruptcy or similar proceeding, whether or not permitted as a claim thereunder),
any expenses incurred by Secured Party under this Security Agreement, the Note or the Loan Documents
and any and all other liabilities and obligations of the Debtor to Secured Party, howsoever created, arising
or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to
become due, together with any and all renewals or extensions thereof.
"Organizational Identification Number" means, with respect to a Debtor that is an
entity, the organizational identification number assigned to such Debtor by the applicable governmental
unit or agency of the jurisdiction of organization of such Debtor.
"Person" shall mean any natural person, partnership, limited liability company,
corporation, trust, joint venture, joint stock company, association, unincorporated organization,
government or agency or political subdivision thereof, or other entity, whether acting in an individual,
fiduciary or other capacity.
"UCC" shall mean the Uniform Commercial Code in effect in the State of Colorado
from time to time.
1.2 Other Terms Defined in UCC. All other capitalized words and phrases used herein and
not otherwise specifically defmed herein shall have the respective meanings assigned to such terms in
the UCC, to the extent the same are used or defmed therein.
Section 2 SECURITY FOR THE OBLIGATIONS.
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2.1 Security for Obligations. As security for the payment and performance of the
Obligations, Debtor does hereby pledge, assign, transfer, deliver and grant to Secured Party, a
continuing and unconditional security interest in the Collateral.
2.2 Transfer of Collateral. Debtor shall not, directly or indirectly, pledge, grant a security
interest in or otherwise hypothecate or sell, assign (by operation of law or otherwise), license, lease or
otherwise dispose of, or gr&nt any option or rights of control or direction with respect to any of the
Collateral, except to Secured Party in accordance with this Security Agreement or any other documents
made or given in connection therewith.
23 Special Conditions Ree:arding Collateral. During the annual period commencing from
the date of the Note and terminating on the one (1) anniversary thereof, and during each succeeding
annual period thereafter (each, an "Annual Period"), all Net Sales Revenues shall be applied in the
following order and priority:
(i) First, up to the first One Million Dollars ($1,000,000.00) in annual Net Sales Revenues shall
be paid to Secured Party to satisfy the One Million Dollars ($1,000,000.00) annual principal reduction
required under the Note (the Principal Reduction");
(ii) Second, provided the Principal Reduction for the applicable Annual Period bas been satisfied
(through distributions of Net Sales Revenues to Secured Party or otherwise), Debtor shall be entitled to
retain the remaining Net Sales Revenues until Debtor has received Net Sales Revenues pursuant to this
subsection (ii), during such Annual Period and during all other Annual Periods, in the aggregate sum of
Three Million Five Hundred Thousand Dollars ($3,500,000.00) (the <'Debtor's Membership
Disbursement");
(iii) Third, provided the Principal Reduction for the applicable Annual Period has been satisfied
(through distributions of Net Sales Revenues to Secured Party or otherwise), and provided Debtor has
received Debtor's Membership Disbursement, there shall be deducted from the remaining Net Sales
Revenues sufficient reserve amounts for: (A) approved capital expenditures, not to exceed One Million
Five Hundred Thousand Dollars ($1,500,000.00) for the applicable Annual Period; and (B) accrued and
unpaid, as well as projected, operating losses, in each case in such amounts as set forth in the budget
approved by Secured Party, not to exceed One Million Dollars ($1,000,000.00) for the applicable Annual
Period (collectively, the Reserves"); and
(iv) Fourth, provided: (A) the Principal Reduction for the applicable Annual Period has been
satisfied (through distributions of Net Sales Revenues to Secured Party or otherwise), (B) Debtor has
received Debtor's Membership Disbursement, and (C) Debtor has set aside sufficient amounts to fund the
Reserves, all remaining Net Sales Revenues for the applicable Annual Period shall be allocated as
follows: (1) one-half (112) to Debtor; and (2) one-half (1/2) to Secured Party, to be applied first to
accrued, but unpaid interest and then to the principal balance owing under the Note.
Upon the occurrence of an Event of Default, all Net Sales Revenues (including Income from
Dues) shall be paid to Secured Party to be applied on account of the Obligations.
Provided there is no Event of Default hereunder, all dues, assessments, fees or other charges,
together with interest thereon if applicable, payable to Borrower by or on account of the
Memberships ("Income From Dues") shall be retained by Borrower. In the event of any Event of
Default with respect to any of the obligations described herein, all Income From Dues shall be
paid to Lender, to the exclusion of Borrower, to be applied on account of the obligations
described herein.
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All checks constituting Net Sales Revenues shall be sent to Secured Party at 12 Vail Road, Suite 200,
Vail, Colorado 81657 or such other address as Secured Party shall designate (the "Lock Box"). The
foregoing requirement that all such payments go to the Lock Box also applies to payment in other forms
such as cash or wire transfers. All Net Sales Revenues deposited to the Lock Box shall be disbursed by
Secured Party in accordance with Paragraph 2.3(a) above. Debtor shall deposit all Net Sales Revenues it
receives directly to the Lock Box not later than the first Business Day after the receipt thereof. Within ten
( 1 0) Business Days after the end of each calendar month, Debtor shall submit to Secured Party a certified
statement of all Net Sales Revenues collected during the preceding calendar month. Such submission
shall be accompanied by reasonably detailed records, together with back-up information attached thereto,
all of which shall be in form and substance satisfactory to Secured Party, indicating the source and
amount of all Net Sales Revenues for the preceding month. Secured Party or its designees shall have the
right, upon prior written notice to the Debtorer, to review all of the books and records kept by Debtor, and
to make copies and extracts from the foregoing records. Debtor hereby ratifies and confirms irrevocably
that any and all Net Sales Revenues received on or after the date hereof (regardless of the period of time
for which such Net Sales Revenues have been paid) and any and all other payments of Net Sales
Revenues for any period from and after the date hereof (regardless of when received) shall, if received by
Debtor on or after the date hereof, be remitted to the Lock Box not later than the first Business Day after
receipt thereof and if thereafter received by Debtor endorsed (if necessary) by Debtor and made payable
to the order of Debtor as agent for Secured Party. The Lock Box shall be established in the form of an
account with Secured Party under Debtors' respective federal tax identification numbers 27-0331317 and
26-4722396.
2.4 Financing Statements. Debtor shall, at the Secured Party's request, at any time and from
time to time, execute and deliver to the Secured Party such financing statements, amendments and other
documents and do such acts as the Secured Party deems necessary in order to establish and maintain a
valid, attached and perfected security interest in the Collateral in favor of the Secured Party. In
furtherance of the foregoing, Debtor hereby irrevocably authorizes the Secured Party at any time, and
from time to time, to file in any jurisdiction any initial financing statements and amendments thereto
without the signature of such Debtor containing any information required by Section 5 of Article 9 (or
equivalent) of the Uniform Commercial Code of the jurisdiction wherein such fmancing statement or
amendment is filed regarding the sufficiency or ftling office acceptance of any fmancing statement or
amendment, including whether such Debtor is an organization, the type of organization and any
Organizational Identification Number issued to such Debtor. Debtor hereby agrees that a photogenic or
other reproduction of this Security Agreement is sufficient for filing as a financing statement and Debtor
authorizes the Secured Party to file this Security Agreement as a fmancing statement in any jurisdiction.
Debtor agrees to furnish any such information to the Secured Party promptly upon request. Debtor
further ratifies and affirms its authorization for any financing statements and/or amendments thereto,
executed and filed by Secured Party in any jurisdiction prior to the date of this Security Agreement In
addition, Debtor shall make appropriate entries on its books and records (and any fmancial statement
delivered to any other creditor) disclosing the security interest of Secured Party in the CollateraL
2.5 Other Actions as to CollateraL Debtor further agrees to take any other actions reasonably
requested by the Secured Party to ensure the attachment and perfection of, and the ability of the Secured
Party to enforce, the security interest of the Secured Party in any and all of the Collateral. Debtor agrees
to indemnify and hold the Secured Party hannless against claims of any Persons not a party to this
Security Agreement concerning disputes arising over the Collateral.
451430v!
Section 3 REPRESENTATIONS AND WARRANTIES.
Debtor makes the following representations and warranties to the Secured Party:
3.1 Debtor Organization and Name. Cordillera Golf Club is a limited liability company,
duly organized, existing and in good standing under the laws of the State of Delaware, with full and
adequate power to carry on and conduct its business as presently conducted. The Organizational
Identification Number ofth.is Debtor is 090396076. The exact legal name of the foregoing Debtor is as
set forth in the first paragraph of this Security Agreement. Cordillera F&B is a limited liability company,
duly organized, existing and in good standing under the laws of the State of Delaware, with full and
adequate power to carry on and conduct its business as presently conducted. The Organizational
Identification Number of this Debtor is 090383064. The exact legal name of the foregoing Debtor is as
set forth in the first paragraph of this Security Agreement.
3 .2 Authorization. Debtor has full right, power and authority tb enter into this Security
Agreement and to perform all of its duties and obligations under this Security Agreement. The
execution and delivery of this Security Agreement and the Note will not, nor will the observance or
performance of any of the matters and things herein or therein set forth, violate or contravene any
provision of law or of the charter and other governing documents, as applicable, of Debtor. All
necessary and appropriate action has been taken on the part of Debtor to authorize the execution and
delivery of this Security Agreement.
3.3 Validitv and Binding Nature. This Security Agreement is the legal, valid and binding
obligation of Debtor, enforceable against Debtor in accordance with its terms, subject to bankruptcy,
insolvency and similar laws affecting the enforceability of creditors' rights generally and to general
principles of equity.
3.4 Ownership of Collateral: Liens. Debtor is the sole owner of all ofits Collateral.
3.5 Security Interest. This Security Agreement creates a valid security interest in favor of the
Secured Party in the Collateral and, when properly perfected by filing in the appropriate jurisdictions, or
by possession or control of such Collateral by the Secured Party or delivery of such Collateral to the
Secured Party, as applicable, shall constitute a valid, perfected, first priority, security interest in such
CollateraL
3.6 Complete Information. Tills Security Agreement and all financial statements, schedules,
certifrcates, confirmations, agreements, contracts, and other materials and information heretofore or
contemporaneously herewith furnished in writing by Debtor to Secured Party for purposes of, or in
connection with, this Security Agreement and the transactions contemplated hereby is, and all written
information hereafter furnished by or on behalf of such Debtor to the Secured Party pursuant hereto or in
connection herewith will be, true and accurate in every material respect on the date as of which such
information is dated or certified, and none of such information is or will be incomplete by omitting to
state any material fact necessary to make such information not misleading in light of the circumstances
under which made (it being recognized by Secured Party that any projections and forecasts provided by
such Debtor are based on good faith estimates and assumptions believed by such Debtor to be
reasonable as of the date of the applicable projections or assumptions and that actual results during the
period or periods covered by any such projections and forecasts may differ from projected or forecasted
results).
Section 4 REMEDIES. Upon occurrence of anY Event of Default, the Secured Party shall have
all rights, powers and remedies set forth in this Security Agreement or the Loan Documents or in any
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other written agreement or instrument relating to any of the Obligations or any security therefor, as a
secured party under the UCC or as otherwise provided at law or in equity. Without limiting the
generality of the foregoing, the Secured Party may, at its declare all Obligations to be
immediately due and payable, all without demand, notice or further action of any kind required on the
part of the Secured Party. Debtor hereby waives any and all presentment, demand, notice of dishonor,
protest, and al1 other notices and demands in connection with the enforcement of Secured Party's rights
under this Security Agreement or the Note, and hereby consents to, and waives notice of release, with or
without of any Collateral, notwithstanding anything contained herein or in the Note to the
contrary. Upon occurrence of any Event of Default, and in addition to the foregoing:
4.1 Possession and Assembly of Collateral. The Secured Party may, without notice, demand
or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of
which the Secured Party already has possession), wherever it may be and for that purpose may
pursue the same wherever it may be found, and may at any time enter into any of the Debtor's premises
where any of the Col1ateral may be or is supposed to be, and search for, take possession of, remove,
keep and store any of the Collateral until the same shall be sold or otherwise disposed of and the
Secured Party shall have the right to store and conduct a sale of the same in any of the Debtor's premises
without cost to the Secured Party. At the Secured Party's request, the Debtor will, at the Debtor's sole
expense, assemble the Collateral and make it available to the Secured Party at a place or places to be
designated by the Secured Party which is reasonably convenient to the Secured Party and the Debtor.
4.2 Sale of Collateral. The Secured Party may sell any or all of the Collateral at public or
private sale, upon such terms and conditions as the Secured Party may deem proper, and the Secured
Party may purchase any or all of the Collateral at any such sale. Debtor acknowledges that the Secured
Party may be unable to effect a public sale of all or any portion of the Collateral because of certain legal
and/or practical restrictions and provisions which may be applicable to the Collateral and, therefore, may
be compelled to resort to one or more private sales to a restricted group of offerees and purchasers.
Debtor consents to any such private sale so made even though at places and upon terms less favorable
than if the Collateral were sold at public sale. The Secured Party shaJl have no obligation to clean-up or
otherwise prepare the Collateral for sale. The Secured Party may apply the net proceeds, after deducting
all costs, expenses, reasonable attorneys' and paralegals' fees incurred or paid at any time in the
collection, protection and sale of the Collateral and the Obligations, to the payment of the Obligations,
returning the excess proceeds, if any, to the Debtor. Debtor shall remain liable for any amount
remaining unpaid after such application. Any notification of intended disposition of the Collateral
required by law shall be conclusively deemed reasonably and properly given if given by the Secured
Party at least ten (1 0) calendar days before the date of such disposition. Debtor hereby confirms,
approves and ratifies all acts and deeds of the Secured Party relating to the foregoing, and each part
thereof, and expressly waives any and all claims of any nature, kind or description which it has or may
hereafter have against the Secured Party or its representatives, by reason of taking, selling or collecting
any portion of the Collateral. Debtor consents to releases of the Collateral at any time (including prior
to default) and to sales of the Collateral in groups, parcels or portions, or as an entirety, as the Secured
Party shall deem appropriate. Debtor expressly absolves the Secured Party from any loss or decline in
market value of any Collateral by reason of delay in the enforcement or assertion or nonenforcement of
any rights or remedies under this Security Agreement.
4.3 Standards for Exercising Remedies. To the extent that applicable law imposes duties on
the Secured Party to exercise remedies in a commercially reasonable manner, Debtor acknowledges and
agrees that it is commercially reasonable for the Seemed Party (a) to incur expenses reasonably deemed
significant by the Secured Party to prepare Collateral for disposition, (b) to obtain third party consents
for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain
governmental or third party consents for the collection or disposition of Collateral to be col1ected or
451430vl
disposed of, (c) to exercise collection remedies against Persons obligated on Collateral or to remove
liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies
against Persons obligated on Collateral directly or through the use of collection agencies and other
collection specialists, (e) to advertise dispositions of Collateral through publications or media of general
circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether
or not in the same business as the Debtor, for expressions of interest in acquiring all or any portion of
the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral,
whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet
sites that provide for the auction of assets of the types included in the Collateral or that have the
reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in
wholesale rather than retail markets, G) to disclaim disposition warranties, including any warranties of
title, (k) to purchase insurance or credit enhancements to insure the Secured Party against risks of loss,
collection or disposition of Collateral or to provide to the Secured Party a guaranteed return from the
collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Secured Party, to
obtain the services of other brokers, investment bankers, consultants and other professionals to assist the
Secured Party in the collection or disposition of any of the Collateral. Debtor acknowledges that the
purpose of this Section is to provide non-exhaustive indications of what actions or omissions by Secured
Party would be commercially reasonable in the Secured Party's exercise of remedies against the
Collateral and that other actions by Secured Party shall not be deemed commercially unreasonable solely
on account of not being indicated in this Section. Without limitation upon the foregoing, nothing
contained in this Section shall be construed to grant any rights to the Debtor or to impose any duties on
the Secured Party that would not have been granted or imposed by this Security Agreement or by
applicable law in the absence of this Section.
4.4 UCC and Offset Rights. The Secured Party may exercise, from time to time, any and all
rights and remedies available to it under the UCC or under any other applicable law in addition to, and
not in lieu of, any rights and remedies expressly granted in this Security Agreement or in any other
agreements between any Debtor and the Secured Party, and may, without demand or notice of any kind,
appropriate and apply toward the payment of such of the Obligations, whether matured or unmatured,
including costs of collection and attorneys' and paralegals' fees, and in such order of application as the
Secured Party may, from time to time, elect, any indebtedness of the Secured Party to any Debtor,
however created or arising, including balances, credits, deposits, accounts or moneys of such Debtor in
the possession, control or custody of, or in transit to the Secured Party. Debtor hereby waives the
benefit of any law that would otherwise restrict or limit the Secured Party in the exercise of its right,
which is hereby acknowledged, to appropriate at any time hereafter any such indebtedness owing from
the Secured Party to any Debtor.
to:
4.5 Additional Remedies. The Secured Party shall, as applicable, have the right and power
(a) Upon an Event of Default (as defmed in the Note), instruct Debtor, at its own expense, to
notify any third parties obligated on any of the Collateral to make payment directly to the Secured
Party of any amounts due or to become due thereunder, or the Secured Party may directly notify such
obligors of the security interest of the Secured Party, and/or of the assignment to the Secured Party of
the Collateral and direct such obligors to make payment to the Secured Party of any amounts due or
to become due with respect thereto, and thereafter, collect any such amounts due on the Collateral
directly from such Persons obligated thereon;
(b) enforce collection of any of the Collateral, including any accounts, by suit or otherwise,
or make any compromise or settlement with respect to any of the Collateral, or surrender, release or
45l430vl
exchange al1 or any part thereof, or compromise, eh.'tend or renew for any period (whether or not
longer than the original period) any indebtedness thereunder,
(c) Upon an Event of Default (as defined in the Note) take possession or control of any
proceeds and products of any of the Collateral, including the proceeds of insurance thereon;
(d) extend, renew or modify for one or more periods (whether or not longer than the original
period) the Obligations or any obligation of any nature of any other obligor with respect to the
Obligations;
(e) grant releases, compromises or indulgences with respect to the Obligations, any eh.'tension
or renewal of any of the Obligations, any security therefor, or to any other obligor with respect to the
Obligations;
(f) transfer the whole or any part of securities which may constitute Collateral into the name
of the Secured Party or the Secured Party's nominee without disclosing, if the Secured Party so
desires, that such securities so transferred are subject to the security interest of the Secured Party, and
any corporation, association, or any of the managers or trustees of any trust issuing any of such
securities, or any transfer agent, shall not be bound to inquire, in the event that the Secured Party or
such nominee makes any further transfer of such securities, or any portion thereof, as to whether the
Secured Party or such nominee has the right to make such further transfer, and shall not be liable for
transferring the same;
(g) vote the Collateral;
(h) make an election with respect to the Collateral under Section 1111 of the Bankruptcy
Code or take action under Section 3 64 or any other section of the Bankruptcy Code; provided,
however, that any such action of the Secured Party as set forth herein shall not, in any manner
whatsoever, impair or affect the liability of the Debtor hereunder, nor prejudice, waive, nor be
construed to impair, affect, prejudice or waive the Secured Party's rights and remedies at law, in
equity or by statute, nor release, discharge, nor be construed to release or discharge, the Debtor, any
guarantor or other Person liable to the Secured Party for the Obligations;
(i) at any time, and from time to time, accept additions to, releases, reductions, exchanges or
substitution of the without in any way altering, impairing, diminishing or affecting the
provisions of this Security Agreement, the Note, or any of the other Obligations, or the Secured
Party's rights hereunder, under the Obligations;
G) the appointment by any court having jurisdiction, of a receiver to take charge of, manage,
preserve, protect and operate the Collateral, and, after the payment of the expenses of the
receivership, including without limitation, reasonable attorneys' fee to Secured Party's attorney to
apply the net proceeds in reduction of the Obligations hereby secured, or in such other manner as the
court or receiver shall direct, all such expenses to be secured by the lien of this Security Agreement;
(k) enforce the covenants, agreements, and obligations of the Debtor hereunder by the
securing of equitable remedies, including that of temporary and permanent injunction and specific
performance, all without the necessity of the Secured Party filing any bond or other security which
would otherwise be required by the statutes of the State of Colorado or the Colorado Rules of Civil
Procedure, as amended, and in seeking such equitable remedies, the requirement for filing of any such
bond or other security, to the fullest extent permitted by law, being hereby expressly waived; and
45143(/Vl
(l) Debtor hereby ratifies and confirms whatever the Secured Party may do with respect to
the Collateral in accordance with the Loan Documents (including this Security Agreement); agrees
that any and all remedies may be exercised concurrently or subsequently, in any order as Secured
Party shall determine and without modifying or limit to any other right or remedy and agrees that the
Secured Party shall not be liable for any error of judgment or mistakes of fact or law with respect to
actions taken in connection with the Collateral.
4.6 Attornev-in-Fact. Debtor hereby irrevocably makes, constitutes and appoints the Secured
Party (and any officer of the Secured Party or any Person designated by the Secured Party for that
purpose) as such Debtor's true and lawful proxy and attorney-in-fact (and agent-in-fact) in the Debtor's
name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this
Security Agreement, (ii) execute such financing statements and other documents and to do such other
acts as the Secured Party may require to perfect and preserve the Secured Party's security interest in, and
to enforce such interests in the Collateral, and (iii) carry out any remedy provided for in this Security
Agreement, including endorsing such Debtor's name to checks, drafts, instruments and other items of
payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the
United States Post Office serving the address of such Debtor, changing the address of such Debtor to
that of the Secured Party, opening all envelopes addressed to such Debtor and applying any payments
contained therein to the Obligations. Debtor hereby acknowledges that the constitution and appointment
of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Debtor hereby
ratifies and confmns all that such attorney-in-fact may do or cause to be done by virtue of any provision
of this Security Agreement.
4. 7 No Marshaling. The Secured Party shall not be required to marshal any present or future
collateral security (including this Security Agreement and the Collateral) for, or other assurances of
payment of, the Obligations or any of them or to resort to such collateral security or other assurances of
payment in any particular order. To the extent that it lawfully may, Debtor hereby agrees that it will not
invoke any law relating to the marshaling of collateral which might cause delay in or impede the
enforcement of the Secured Party's rights under this Security Agreement or under any other instrument
creating or evidencing any of the Obligations or under which any ofthe Obligations is outstanding or by
which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it
lawfully may, Debtor hereby irrevocably waives the benefits of all such laws.
4.8 Application of Proceeds. The Secured Party will within three (3) Business Days after
receipt of cash or solvent credits from collection of items of payment, proceeds of Collateral or any
other source, apply the whole or any part thereof against the Obligations secured hereby. The Secured
Party shall further have the exclusive right to determine how, when and what application of such
payments and such credits shall be made on the Obligations, and such determination shall be conclusive
upon the Debtor. Any proceeds of any disposition by the Secured Party of all or any part of the
Collateral may be first applied by the Secured Party to the payment of expenses incurred by the Secured
Party in connection with the Collateral, including attorneys' fees and legal expenses as provided for
herein.
4.9 No Waiver. No breach or default by the Debtor shall be waived by the Secured Party
except in writing. No failure or delay on the part of the Sect.Ired Party in exercising any right, power or
remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other
time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy hereunder. There shall be no
obligation on the part of the Secured Party to exercise any remedy available to the Secured Party in any
order. The remedies provided for herein are cumulative and not exclusive of any remedies provided at
law or in equity. Debtor agrees that in the event that such Debtor fails to perform, observe or discharge
451430vl
any of its Obligations or liabilities under this Security Agreement or any other agreements with the
Secured Party, no remedy of law will provide adequate relief to the Secured Party, and further agrees
that the Secured Party shall be entitled to temporary and permanent injunctive relief in any such case
without the necessity of proving actual damages.
4.10 Conflict With Loan Documents. In the event of any conflict or inconsistency between any
provisions of this Security Agreement and any provisions of any other of the Loan Documents, Secured
Party's good faith determination of such provision shaU be binding on the parties.
Section 5 MISCELLANEOUS.
5.1 Entire Securitv Agreement'. This Security Agreement and the Loan Documents (i) are
valid, binding and enforceable against the Debtor and the Secured Party in accordance with their
respective provisions and no conditions exist as to their legal effectiveness; (ii) constitute the entire
Security Agreement between the parties with respect to the subject matter hereof and thereof; and (iii)
are the fmal expression of the intentions of the Debtor and the Secured Party. No promises, either
expressed or implied, exist between the Debtor and the Secured Party, unless contained herein or
therein. This Security Agreement, together with the other Loan Documents, supersedes all negotiations,
representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of
any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with
respect to any matter, directly or indirectly related to the terms of this Security Agreement and the other
Loan Documents. This Security Agreement and the Loan Documents are the result of negotiations
among the Secured Party, the Debtor and the other parties thereto, and have been reviewed (or have bad
the opportunity to be reviewed) by counsel to all such parties, and are the products of all parties.
Accordingly, this Security Agreement and the Loan Documents shall not be construed more strictly
against the Secured Party merely because of the Secured Party's involvement in their preparation.
5.2 Amendments; Waivers. No delay on the part bfthe Secured Party in the exercise of any
right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by the
Secured Party of any right, power or remedy preclude other or further exercise thereof, or the exercise of
any other right, power or remedy. No amendment, modification or waiver of, or cbnsent with respect to,
any provision of this Security Agreement, the Note or Loan Documents shall in any event be effective
unless the same shall be in writing and acknowledged by the Secured Party, and then any such
amendment, modification, waiver or consent sba11 be effective only in the specific instance and for the
specific purpose for which given. With respect to the Loan Documents, including this Security
Agreement, Debtor waives any duty of good faith and fair dealing imposed upon Secured Party. Except
as otherwise provided herein, Debtor waives all notices and demands in connection with the
enforcement of the Secured Party's rights hereunder.
5.3 WANER OF JURY TRIAL. THE SECURED PARTY AND DEBTOR, AFTER
CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITII COUNSEL, EACH
KNOWINGLY, VOLUNT ARlL Y AND INTENTIONALLY W A1VE IRREVOCABLY, ANY RJGHT
TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RJGHTS UNDER THIS SECURITY AGREEMENT, THE NOTE, ANY OF THE OTHER
OBLIGATIONS, TIIE COLLATERAL, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR
AGREEMENT DELIVERED OR WHlCH MAY IN THE FUTURE BE DELIVERED IN
CONNECTION HEREWITH OR TIIEREWITH OR ARISING FROM ANY LENDING
RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, OR ANY
COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE SECURED PARTY AND
THE DEBTOR IS ADVERSE PARTY, AND EACH AGREES TIIAT Al\TY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. TillS
451430vl
PROVISION IS A MATERIAL INDUCEMENT FOR THE SECURED PARTY GRANTING ANY
FINANCIAL ACCOMMODATION TO THE DEBTOR.
5.4 Assie:nability. The Secured Party may at any time assign the Secured Party's rights in
this Security Agreement, the Note, the Obligations, or any part thereof and transfer the Secured Party's
rights in any or all of the Collateral, and the Secured Party shall thereafter be relieved from all liability
with respect to such Collateral. This Security Agreement shall be binding upon the Secured Party and
the Debtor and its legal representatives and successors. All references herein to the Debtor shall be
deemed to include any successors, whether immediate or remote. In the case of a joint venture or
partnership, the term "Debtor" shall be deemed to include all joint venturers or partners thereof, who
shall be jointly and severally liable hereunder.
5.5 Costs. Fees and Expenses. The Debtor shall pay or reimburse the Secured Party for all
reasonable costs, fees and expenses incurred by the Secured Party or for which the Secured Party
becomes obligated in connection with the enforcement of this Security Agreement, including reasonable
attorneys' fees and time charges of counsel to the Secured Party, search fees, costs and expenses; and all
taxes payable in connection with this Security Agreement. In furtherance of the foregoing, the Debtor
shall pay any and all stamp and other taxes, UCC search fees, filing fees and other costs and expenses in
connection with the execution and delivery of this Security Agreement and the Note, and Debtor agrees,
jointly and severally, to save and hold the Secured Party harmless from and against any and all liabilities
with respect to or resulting from any delay in paying or omission to pay such costs and expenses. That
portion of the Obligations consisting of costs, expenses or advances to be reimbursed by the Debtor to
the Secured Party pursuant to this Security Agreement or the Note which are not paid on or prior to the
date hereof shall be payable by the Debtor to the Secured Party on demand. If at any time or times
hereafter the Secured Party: (a) employs counsel for advice or other representation (i) to represent the
Secured Party in any litigation, contest, dispute, suit or proceeding or to commence, defend, or intervene
or to take any other action in or with respect to any litigation, contest, dispute, suit, or proceeding
(whether instituted by the Secured Party, the Debtor, or any other Person) in any way or respect relating
to this Security Agreement, or (ii) to enforce any rights of the Secured Party against the Debtor or any
other Person under of this Security Agreement; (b) takes any action to protect, collect, sell, liquidate, or
otherwise dispose of any of the Collateral; and/or (c) attempts to or enforces any of the Secured Party's
rights or remedies under this Security Agreement, the costs and expenses incurred by the Secured Party
in any manner or way with respect to the foregoing, shall be part of the Obligations, payable by the
Debtor to the Secured Party on demand.
5.6 Forum Selection And Consent To Jurisdiction. Any litigation based hereon, or arising
out of, under, or in connection with this Security Agreement or the Note, shall be brought and
maintained exclusively in the courts of the State of Colorado located in Eagle; provided that nothing in
this Security Agreement shall be deemed or operate to preclude the secured party from bringing suit or
taking other legal action in any other jurisdiction. Debtor hereby expressly and irrevocably submits to
the jurisdiction of the courts of the State of Colorado located in Eagle for the purpose of any such
litigation as set forth above. Debtor further irrevocably consents to the service of process by registered
mail, postage prepaid, or by personal service within or without the State of Colorado located in Eagle.
Debtor hereby expressly and irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of venue of any such litigation brought in any such
court referred to above and any claim that any such litigation has been brought in an inconvenient
foT11IIl.
5. 7 Governing Law. This Security Agreement shall be delivered and accepted in and shall be
deemed to be a contract made under and governed by the internal laws of the State of Colorado
45J430vl
applicable to contracts made and to be performed entirely within such state, without regard to conflict of
laws principles.
5.8 Enforceabilitv. "Wherever possible, each provision of this Security Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision of this
Security Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such
provision shall as to such jurisdiction, be severnble and be ineffective to the extent of such prohibition or
invalidity, without invalidating the remaining provisions of this Security Agreement or affecting the
validity or enforceability of such provision in any other jurisdiction.
5.9 Time of Essence. Time is of the essence in making payments of all amounts due the
Secured Party under this Security Agreement and in the performance and observance by the Debtor of
each covenant, agreement, provision and term of this Security Agreement.
5.10 Counterparts: Facsimile Sirnatures. This Security Agreement may be executed in any
number of counterparts and by the different parties hereto on separate counterparts and each such
counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one
and the same Security Agreement. Receipt of an executed signature page to this Security Agreement by
facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records
of executed versions of this Security Agreement or the Note maintained by the Secured Party shall be
deemed to be originals thereof.
5.11 Notices. Any notice or demand that Secured Party and Debtor are required or permitted
to give to the other in connection with this Security Agreement shall be effective only if in writing,
signed by the Party giving such notice or such Party's legal counsel, and shall be deemed given only
upon the personal service thereof on the other Party, via overnight delivery with confirmation receipt
thereof, via facsimile transmittal with written confrrmation of date of transmittal, or three (3) days after
the deposit thereof in the United States mail by certified or registered mail, postage prepaid, with return
receipt requested, addressed to the other Party at the address set forth above (or at such address a either
Party may specify to the other Party in accordance with the provisions of this Paragraph). Copies of any
notice from Debtor to Secured Party shall be sent to Kursten Canada, Esquire, Garfield & Hecht, P.C.,
P.O. Box 5450, Avon, Colorado 81620.
5.12 Binding Effect. This Security Agreement shall become effective upon execution by the
Debtor and the Secured Party. If this Security Agreement is not dated or contains any blanks when
executed by the Debtor, the Secured Party is hereby authorized, without notice to the Debtor, to date this
Security Agreement as of the date when it was executed by the Debtor, and to complete any such blanks
according to the terms upon which this Security Agreement is executed.
451430vl
IN WITNESS WHEREOF, the Debtor and the Secured Party have executed this Security
Agreement as of the date first above written.
Debtor:
Cordillera Golf Club, LLC, a Delaware limited
liability company
Debtor:
Cordillera F&B, LLC, a Delaware limited
liability company
ByVif;d m _ d ~ L _ _
atnck D. Wilhelm, Manager
451430vl
Secured Party:
Alpine Bank, a Colorado banking
corporation
01:12230186.2
Exhibit G
Commercial Pledge Agreement
COMMERCIAL PLEDGE AGREEMENT

RefP-renr:es in the boxP.s above F.l.re for Lenders use only and do not limit the applicRbility of this document to any particulAr IIJan or item.
Borrower:
Grantor:
Any item aboVe containing .. has been omitted due to text length limitalions.
CORDILLERA GOLF CLUB, LLC. A DELAWARE
LIMITED LIABILITY COMPANY
CORDILLERA F&B. LLC. A DELAWARE LIMITED
LIABILITY COMPANY
POBOX 988
SJWARDS, CO 81632
CORDILLERA GOLF CLUB. LLC, A DELAWARE
LIMITED LIABILITY COMPANY
PO BOX 988
EDWARDS. CO 81632
lender: Alpine Bank. A Colorado BRJlkiog Corporation
Alpine VHil
12 Vai( Rood. Suite 200
Voil, CO 61657
(9701 476-8700
THIS COMMERCIAL PLEDGE AGREEMENT dated June 26, 2009, is made and executed among CORDILLERA GOLF CLUB, LLC. A DELAWARE
LIMITED LIABILITY COMPANY ("Grantor"); CORDILLERA GOLF CLUB. LLC. A DELAWARE LIMITED LIABILITY COMPANY; and CORDILLERA
F&B. LLC, A DELAWARE LIMITED LIABILITY COMPANY ("Borrower"); end Alpine Bonk, A Colorado Bonking Corporotlon ("Lunder").
GRANT OF SECURITY INTEREST. For valuable Consideration, Grantor grants to lander a security intereA:t in the Co11atsral to soc UTe the
lndobtedness and agroos thar Leoder shall have the rightR stpted in this Agreement with respect to the Collateral. in addition to aU other rights
which may hpve by low.
COLLATERAL DESCRIPTION. The word "'Coflateral .. as used in this Agreement rnP.ans Grantor's present and ruture righls, title and inten'!st in
and 10 the rollowing desr:rihed investment with any and <"II present and future additions thereto, substitutions thereror. and
replacements thereof, ;md further togethar with alllncorne and Proceeds as described herein:
ALPINE BANK WILL TAKE AND ASSIGNMENT OF ALL CORDILLERA GOLF CLUB EXISTING AND FUTURE MEMBERSHIPS
CROSS-COLLAfERAUZAnON. ln addition to the Note, this Agreement secures eU obligations, debts and liahiHtieG, plus interest thereon, 11r
P.ilbr.r Gra-ntor qr Borrower to Lender, tJr any one or of them, as well as Hll claims by LAnder against Borrower arid Grantor or any one or
more of them, whether now existing or hereRfter arising, whether related or unrell"'ted to the purpose of the Note, voi\Jntary or
ulherwise, 'JI.(hP.lher due or 1101 due, or indirect. <letermined or undetermined, ahsOiute or liquidated or whef.her
BorroWF:!f or Gnmlor may he liAhle individllR./Iy or jointly with others, whether obligated as guarantor, surety, accommodation party or Otherwise-,
and whether upon sur.h amounts may be or hereaftP-r may become barred by an.v statute uf aod whether the obligation to
rerRV such amounts may be or hereafter may become otherwise
BORROWER'S WAIVERS AND RESPONSIBIUT1ES. Except as. tJtherwise under this Agreement or by apnlicnble law, fA) Borrower
ayreP.s fhat Lenrter nP.ed not tell Bormwer about aoy action or inaction Lender takes in connection with thi9 Agreement; (B) Borrower assurnes
1hP- Jesponsibility for bP-ing and keeping informed about the Collateral; and (C) Borrower waiv-es any defenses that may arise ber.ew:;e or
Ar.tion or inactinn of Lender, induclin.g without limitation any failure of LP.nder to realize upon the Colle1eral or any delay by Lerlder in realizing
upon CoiiRteral; and Borrower agrees to remain under the Note no matter what action Lender takes or fails to tAke under this
1\greP.ment
GRANTOR'S REPRESENTATIONS AND WARRANTIES. Grantor warrants that: (A) lhi$ Agreement is execuled al Borrowar's and not
at lhP. request of L{tncier; (8) Grantor hAs the full right, power and authority to enter this Agreement and to pledge the CollaterAl to lender;
(C} Grantof has estehlishetl adP.quate means of obtaining from Borrower on a continuing basis information about Borrower's finam;ial condition;
Ctnd {D) Lender has made no represP.ntnlion to about Borrower or Borrower's creditwonhlness.
GRANTORs WAIVERS. Grantor all requirements of presentment, protRst, demand, and notice of disho.nor or non-payment to Borrower
or Grl"!ntor, or any other party to the. Indebtedness or the Collateral. lender may do any of the following with respect to any obligation of any
BorrowP.r, without first obtaining the consent of Grantor: grant any extension of time for any payment, {B) grant any reneWal, !C) permit
any modification of terms or other terms, or (0) exchange or release any C9flateral or other security. No such act or failure to act
shl'lll affef}t Lender's rights against Grantor or the Collateral.
RIGHT OF SETOFF. To the extent permitted lJy applicable law ... Lender reserves a right of setoff in all Grantor's ac-counts with lender (whethM
checking, or some other account): This includes ell accounts Grantor holds jointly with someone elsa and all accounts Grantor may
open in the future. However, this does not innlude any IRA or Keogh accouhts, or any truSt accounts for which setoff would he prohibit-A"c.i hy
lAw. Grantor Lender, lo the extent permitletl by applicable law. to charge or setoff afl sums owtng on the Indebtedness against any
such accounts.
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. Grantor represents and warrenls to lender that:
Ownership. Grantor the lawrul owner of the Collateral and clear Of all security interests, liens, encumbrances and claims of others
As disclosed to and accepted by lender in writing prior to execution of this Agreement.
Right to Orantnr has the fulf right. power and .to enter into this .and to pledge the Collateral.
ALrt:hority; Binding Effect. Grantor has the fuJI right, power and authority tti f3nter into this Agreement and to grant a security interest in the
Collateral to Lender. This Agreem.ent is binding upon Grantor as as Grantor's successors and assigns, and is legally enforceahle in
with its terms. The foregoing and warrantie-s. and all other representations anrl warranties contained in thi-s
Aqreement are and shAll be continuing In nature and shall remain ln full force and effect until such time as this Agreement is terrninated Or
as provided hP.refn.
No Further Assignment. Grantor has not, and shall not, assign, transfer, encumber or otherwise dispose of any of Grantor's rights in
the Collateral except as provided in this Agreement.
No Defaults. There are no defaults existing 1,mder the Collate rat and ther-e are no or counterchtims to the Grantor will strictly
and p(bmptly perform Aach of the terms. conditions, covenants agreements, if anv. conta.ined in the CoUateral which are to be
perforrnad hy Grantor.
No Violation. The execution and dAlivery of this Agreement will not violate any law or .agre!3ment governing Grantor or to which Grantor is
party, and its memUership.ayreement does not prOhibit any term or condition Qf this Agreement.
Financing Statements. Grantor authorizes Lender to rile a UCC financing statement, or atlernaHvely, a C(lpy of this Agreement to nerfect
Lender's security interest. At Lendar's Grantor additionally agrees to sign all other documents that ere necessary to perfect,
protect, ahd continue Lender'.s security interest in the Property, This includes making sure lender is shown as the first -and only security
ititerest holder on the title covering the Property. Grantor will pay all filing fees, title transfP.r fees, and other fee5 and coSts involved unless
prohibited by law or unless Lender is required by law to pay such fees and costs. Grantor irrevocably appoims Lender to execute
documems to tranf:fer title if there is default. Lender may lila a copy of this Agreement as a financing statemflnt. If
changes Grantor's name or .Address, or the name or address or any -person granting a s9curity fnterast under this Agreement changes,
Grantor will notify the lendP.(of such change.
LENDER'S RIGHTS AND OBLIGATIONS WITH RESPECT TO THE COLLATERAL. lender may h(J)d the Collateral until all Indebtedness has heen
paid anti sRtiSfied. Thereafter Lencler mRy deliver the- Collateral to Grantor or to any other owner of the CollatP,ral. Lender shall have thP.
foi1owing rights in addition to all other rights Lender may have by lavv:
Maintenance and Protection of CollateraL Lender may, but shall not be Obltgated to. take such steps it deems necessary or desirabre to
protect, rnaintain, insure, store, or care for the including paying Of any liens or claims against the Collateral. This may include
such as hiring other people, such as attorneys, appraisers or other experts. lender may Charge Grantor for any cost incurred in so
dning. When applicable law provides more then one method of perfection of Lender's security interest, Lender may chnose- the method(sl
to be used.
Income and Proceeds from the Collateral. Lender may rec-eive aJI Income and Proceeds and add it IQ the Collateral. Grantor agree-s 10
tleliver to lent.ler imm.ediately upon receipt. in the exact form received and without commingling with other property, all lnr:ome anrl
Pror.eet.ls from the Collateral which may be received hy, or delivered to Grantor or for Grantor's acGount, whether FIS An 9ddition t9, in
discharge of. in substitution of, or in ex-change for of the Collateral.
Loan No: 4450362601
COMMERCIAL PLEDGE AGREEMENT
(Continued) Page 2
Application of Cash4 At Lender's option, Lender mav apply any whether included in rhe Collatenil or received as Income and
Proceeds or through liquidation, sale, or retirement, of the Collateral. to thf;l satisfaction of the Indebtedness ot such portion thereof as
Lender shall choose, wheher or not matured.
Transactions with Others. Lender may {1 J extend time for payment or other performance, (2) grant a renewal or Ghange in terms or
or 13} compromise, compound or release any obligation, with any one or more Obligors. endorsers, or Uuanmtors of [1\t)
Indebtedness as Lender deerns advi:3able, without obtainlrig the prior written consent at Grantor, and no such act or failure to acl
attect Lender
1
s rights against Granror or the
All Collateral Secures Indebtedness_ AU Collatefal shall be security for Indebtedness, the Colfatersl is locateU i::ll one or mofe
ottices or branche:::; at Lander. This will be the case whether or not the o.ttice or branch whertJ Grantor obtained Grantor's loan knows
about the Collateral or relies upon the Collateral as security.
Collection of Collateral. Lender at Lender's option may, but need not,. collect the Income and Proceeds directly tram the Obligors. Grantor
autholizes and the Obligors, if decides to collect r.he Income and Prqceeds, to pay anLI w Lender till Income and
Proceet.ls from the Collateral antl to accdpt Lender's receipt for the payments.
Power of Attocney_ Grantor irrevocably appoints Lender as Grantor's attorney-in-fact, with full power of svU:ititution, (a) lo demand,
coJiect, receive, receipt for, sue and recover uU Income and Proceeds anU other sums of money and other property which may now or
hereafter become due, .owing or payable from lhe Obligors in accordance with the terms of the Collatarali {b) to (,!Xec-ute, sign and endorse
any and all instruments, r.eceipts, checks, drafts and warrants issued in payment tor the (c) to settle or compromist:l any all
claims arising under the Coltcttaral, and in the place and stead ot Grantor, executa and deliver lOr's release and acquithulce for Grantor;
(d) to file any claim or claims or to take any a.;tion or institl,lte or take pan in any proceedings,. either in own name or in the name
of Gnmtor, or otht!rwise, which in the discretion of Lender may .seem to be necessary or advisable; and (e) to execute. in Granwr's name
and to deliver to the Obligors on Grantor's bahelt, at the time and in the manner specified by tht: any necessary in3truments or
documents.
Perfection of SeCurity Interest. Upon Lenders Grantor will deliver to Lender any and all ot the documents evitJenc;:lng or
constituting lhe CoiJa[eral. When applicable law provides more them method of of LemJe,'s. clecurity interest, LenUer may
choose the method(s.) to be used. Upon Lender's request, Grantor wUI sign and deliver any writings to perfect Lender's security
interest. Grantor hereby appoints Lender as Grantors irrevocable attorney-in-tact for the purpose ut any documents necessary to
perfect, or to continue the security interest granted in this Agreement or to demantJ terminar.ion of of other secured
This is a continuing Security Agreement and will continua in effect even though all or an\1 part of the Indebtedness is paid in fuU 110d evtm
though for a period of time Borrower may not be. indebted to Lender.
LENDER'S EXPENDITURES. If any action or proceeding is. cotnmenced that would materially affect lender's interest iu the Collateral or if
Grantor fails to comply wtth any provisjon of this Agreement or any Related Documents,. indutJing buL not to Gran.lor'.s h:tilure to
discharge or pay when due any amovnts Grantor is required to discharge or pay under this Agreement or any Relatetl DOcuments, Lenuer on
Grantor's behalf may (but shall not be obligated to) take any action thar. Lender deems a.ppropriate, including but not limited to discharging or
paying aU iaxes, liens, security interests, encumbrances and other claims. at any time levied or placed on the Colla tent! and paying all co::.ts tor
insuring, maintaining and preserving the CollateraL All such expenditures incurred or paid by Lander fur such rJurposes wltl then hear inrHrest et
the rata charged undt1r the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a
part of the Indebtedness and. at lender's option, will (At be payable on demand; (8) be to the balance ot the Note and be appt.!rtiomuJ
among and he payable with any installment payments to become due during either {1) the term of any applicabll:' insurance policy; or (2) the
remaining terin of the Note; or 'C) be treatud a:; a balloon payment which will be due and payable at the Note's maturir.y. lhe Agreement also
will payment at these Such right shall be in addition ro ail other rights and remedies to which LencJQr may upon
Default.
LIMITATIONS ON OBLIGATIONS Of LENDER. Lender shall use ordinary reasonable care in the physical preservation and custody of the
Collateral in Lender's possession, but shall have no other obligation to protect the CoJI.ateral or its In particular, but without limitation,
Lender shall have no responsibility for fA} any depreciation in value. of the Collateral or tur the cOllection or protection of any Income and
from 1he Collateral, (B.J preservation of righrs against parties to the Collateral or against third persons, {C) lUlcenaining any
maturities, calls, conversions, exchanges, offers, lenders, or similar matters relating to any of the Col1:1te.ral, or (D) intorming Grantor about any
at the above, whether or nut Lt1nder or is deemed to knowrttdge of .such matter:s. Ei<ce_pt as provided above, shall hdVd no
liability for depreciation or dt::Lerioration of the Collateral.
DEFAULT. Each of the following shall constitute an Event at Default under this Agreement;
Payment Default. Borrower faits tO make any payment when due under the Indebtedness.
Other Dafauks. Borrower or Grantor fails to comply with or to perform any other term, obligation, covenant or condition containt:d in this
Agreement or in any of the DQcumants or ro comply with or to perform any obligation, covenant or conUltion in any
agreement between Lender and Borrower or Grantor.
Default in Favor of Third Partie:;. Borrower, any guarantor or Grantor defaults Uflder any loan, extension of credit, security agreement,
purchase. or Si:t.les or any other agreement, in favor of any other creditor or PE:!rson thtlt may materially aftect any of BorroWer's.
any guarantor's or Grantors property or ability to perform their respective obligations under this Agreement or any of Related
Documents.
false Statements. Any warranty. represenration or statement made or furnished to Lender by Borrower vr Grantor or on Bot rower's or
Grantor's behalf under this Agreement or the Re1ated Documents is false or misleading in any material respect, either now or at. the rime
made or furnished or bec:omds false or misleading at any time thereafter.
Defective Collateralization_ This Agr-eement or any of tho Related Documents cease::; to be in full force effect (including failure of any
collateral document to create a valid and perfected security interest or lien) at any time and for any reason.
Insolvency_ The dissolution of C?rantor (regardless of whether election to continue is made), any withdraws tram thu limiteJ
liabiHty c.:ompanY, or any other termination of Borrower's or Grantor's existence as a going business or the death uf any member:, the
insolvency of Borrower or Grantor, the appointment of a receiver for any part of Burrower's or Grantor's pro(uury, tor the
benefit of creditors, any type of creditor wOrkout, or the cOmmencement of any proceeding under any bankruptcy or insolvency laws by ot
egHinst Borrower or Grantor.
Creditor or for"feiture Commencement of foreclosure or forfeiture whether by judicial proGeeding, $Bif-heJp,
repossesBion or any method1 by any creditor of Borrower or Grantor or by any governmenrat agency agttinst any colteteraJ securing
the Indebtedness. Thi:; includes a garnishment of any of Borrower's or Grantor's accounts, including deposit accounts, with Lender.
However, rhis Event of Dt:ttault shall not apply if there is a good faith disput;.e by Borrower or Grantor as to Lhe validity of reasonabftmee::l' of
the claim which i.s the- basis pf the creditor or forfeiture proceeding and if Borrower or Grantor gives. Lendt:1r written notice of the creditor or
forfeiture proceHdiny and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding. in an am9unt
by Lender, in its sole discretion, as being an adequate reserve or bond for 'he dispute.
Events Affe.cting Guarantor. Any of the preceding eventS occurs with respect tO any Guarantor of any of the Indebtedness or Guarantor
dit:s Or becomes incompetent ur revokes or .disputes the validity of, ot liability under, any Guaranty of the Indebtedness.
Adverse Change. A material change occurs in Borrower's or Grantor's financial condition, or Lender' believes the prospect at
payment or perfomiance of the lndebtcldness is impaired,
.Insecurity_ Lender in good faith believes itself insecure.
If any default, than a default In pMyment is curable and if Grantor has not been given a notice of a of
same provision of this Agreement within the preceLiin,g twelve {12) monlhs, it may be cured it Grantor, after receiving written notice from
Lt:o:nder demanding cure of such default: (1) cures the default within twenty (20) days; or {2) it the curH mora than twenty {20)
days, immediately initiates which Lender deems in Lender's sole disCretion to be sufficient tu cur& the default and thereatr.er
continues and completes all reasonable and necessary steps sufficient to produce COmpliance as soan as reasonably practicaL
RIGHTS AND REMEDIES ON DEFAULT. If an Evant of Default occurs undef this Agreement, at any time t;.hereaftef, Lender may exercise- any
one or more of the following rightS and remedies:
Acce1orate Indebtedness. Declare all Indebtedness, including any prepayment penalty which Borrower would be rdquired to pay,
immet.lier.ely due and payable, without notice of any kind to Borrower or Grantor.
Loan No: 4450362601
COMMERCIAL PLEDGE AGREEMENT
(Continued) Page 3
Collect tho Collateral. ColfP.r:l any of the Collateral rtnd, at Lenrfers option and to the ex ten( permitted by appliP-ab!e lAw, retain possession
of the CIJIIatert=tl while suiny on the Indebtedness.
Sell the CollateraL Sell thfl Collateral, al lender's discretion, as a unit or in Al one or more public o.r private sales. !he
is perhhAt-ol"! nr to decline spee.dily in Yalue or is of a type customarily sold on a recoqnized market, Lenc.iAr shall ghua or
mail to Grantor, end nther persons as required by law, notice at least ten (lOJ days in advance of the tirne and place of publir. Sf'le, or
nf the lio1e after whir;h any privRte sale may be rnade. HowP.var, no nCJtice need be provided to any person who, a'rter an Evant nf DefAult
entP..rs into and anthentir.ates an a.yreement waiving that person's right to notification of sale. GrAntor agrees that-any
of reasonable notice a.s to Grantor is sa-1isfied if LendAr mails by ordinary mail addressed to Gr!lntor at the last Address Gnmtor hAs
{1ivP.n Lenrler in writing. lf a public sale is hP.ld, there shall be sufficient compliance with all re'luirements of notice to the puhlic by a sinqiP.
pubUc:-Rlinn in AnY newspR.per of circulation fn the county when:! the Collateral is located, setting fqrth th13 lime and place of sale and
a brief desc;ripl.ion of the property to be sold. Lender may be a purchaser at any public sale.
Sell Securities. Sell any included in the Collateral in a manner consistent with '!lr>plicable federal and state secudties lawS-. If,
bfH-:ausP. of rR.strir.tions under sur.h laws, Lender ls unabla, or believes Lender is unnbJe, to sP.II the securities in an open market transaction,
Grantor agrP.es that Lender will have no obligAtion to delay sale until the securitias can be registered. Then Lender may rnake a private sRie
tn OllP. or more j.Jersons or to a restrioted group of rersons, even though such sale may result in a price that is less favorahle than might be
nl>tainP.d in an opP..n market tr!lnsaction. Such a sale will be considered commercially reasonable. If any Sflr,uritles held Collateral arE!
aS daffned in the Rules of the Securities and Exchange CrJmmission (;:;uch as D or Auk! 144) or the nliP.s of
defJfUtments under sUHe "Blue Sky" laws, or if Grantor or any other ownP.r of the Collat13rAI is an affiliate ol the issuer of
the securities. Grantnr agrees that neither Grantor, nor any member of Grantor's family, nor any other person signing this will
sell or dispose of Any securities of sur.h issuer without obtaining Lender's prior wrilten consent.
Foreclosure. Maintain a jurHr.ial suit for roreclosurf'! and safe TJf the Collateral.
Transfer Title. EffAr.t tmnsfer of Litle upon sale- tlf all or part of the Colleteml. For this T>urpos.e, Grantor irrevocably appoints Lender a-s
Grantor'r; attornevi"laCl to eXP.CUte P.ntlorsementll, assignments .and in!!l'truments in the name of Grantor and ea.ch of them or more than
nne) as shall bP. neces.o;ary or reasonable.
Other RightS" and Remedies. Have -<'Inti exerdse Rny nr all. of !he rights rmd remedies of a secured creditor ,mder the provisions of tllP.
Unif(>Jill Code, at law, in equity, or otherwise.
Application of Proceeds. Apply rmy cash whiGh is part of the CollAteral. or which is received [rom the c;olh=wtion or sale of the Collateral. fO
reimhulsP.ment tJf Bny P.Xpenc;es, inducting :my costs for registration of securiti'9.s, conunis::;ions incnJrred in conn9ction with a sale,
anorneys rees and cuun r.nsts, whelher or not there is a lawsuit and including any fees on appeal, incurred by in CIJilnP.r.Hion with
the coiiP.r;tion ancJ saiA of .''1\ICh Colla and to the payment of the Indebtedness of Borrower to Lender, with rmy excess fund.o;: to be paid
to Grantor the in teres of Grantor may Borrower agrees, to the extent permitted by lnw, to pay any -deficiency after application
of I he prnceeds of the Collateral to the Indebtedness.
Election or Ramadie!r. Exr!-ept FIS may be prr.,hibited by applicable laW, all of lender's rights and remedies, whether evidenced by this
A!=freenlent, the Relnted Documents, or by a-ny olher writing, shall be cumulative and may be singulArly or e:oncurrantly. Eler.:tion
by Lf'..nder to nufsue Any remedy shall not exclude pursuit of any other remedy, and an eiAction to makP. expendiwres or to take action to
pP.rform :m ob!igalion of Grantor under this AgrefJrnent. after Grantqr's failure to pedorm, shall not aHecllender's right to rledare a defAult
axer<:ise iiFi remetlies.
ADDITIONAL PLEDGE AGREEMENT PRQVISIONS. "'This Commercial Pledge is to the tem1s And conditions of the Coflateral
ASsignment or Golf Membership Revenues of even datP.! herewilh.
Notwithslartding enything tr) the contrary sel forth In the Default Provision herein, Borrower may c:ure any Event of Default ;n rtGcorrJanr:e wilh
tllP. Additional Provisions !5-eG-tion of the Note, ln the event any Event of Default is not cured wilhfn the cure period set forth in tlu=! Note, such
def:;wlt shall be deemed nn Event of Default hereunder.
Df'.fer.tivA CoiiAterAiiz:ation, as described and the provision which sets forth such description, is hereby dP.Ieted in its entirety_
A Default in Favor or Third Parties by Borrower on "ally other agreement" be in excess of $25,000.00.
"DP.ath or lnsnlvenr.y" shall no[ equatP. to any change of control which means any change in ownership of twenty five percent {25%) or more or
the owner-shi[1 iriter!Olsts of GnmtN. whether by assignment, transfer, conveyance, resignation or P.Xpulsion of a member of sur.h Gfan\<lr or by
dilution or othefwise, or thA resi!=Jnation, expulsion or removal of any managing member of such Grantor.
Events AffP.cting Guarantor shall not include Guarantor's death or ineompetancy insofar as David A. Wilhelm as Guarantor.
Notwithstamllng any provision to the contrary set forth in this Commercial Agreement or any of the othP.r Related Documents, LenriE!r
fll:know1ertues and aqrees that any Memberships .in TI1e Club at <;:ordillera sold by Grantor to third partiA.s- in the ordinary course ot businfiBS .o;hall
he releasP.c1 from the C.ollateral and shall be sold free and c1ear or any security interest ludd by Lender to secure the IndebtednesS, provided such
r-elease shall in nn way diminish or amend Grantor"s obligation to the Net Sales Revenues in the Lock Box ar.count in accordance with
the t.erms .;md conditions set forth in that certain Collatera-l Assignment and Security Agreement Covering Golf MemiJership RP-venues, by and
btHweP.n Grantor and Lenrier (lhe "'Collateral Assignment of Membership Revenues .. ). The "Net Sales Revenues" and "Lock BoX" shall
havn the meAnings given to such terms in the Collateral Assignment of Membership Revenues.
To the ':!Xtent the terms ar1d conditions set forth in thi., Additional Prdvi!>ions section of this CohlmP.rcial Pledge Agreement contracfir;t with other
terms and conditions Sl3t forth in thP.: body .gf the Commercial Pledge Agreement, this Additional Provisions section shan controL ...
MISCELLANEOUS ThA foUowing misceU.nneous provisiOns are a pi:lf1 of this Agreement:
Amandments. fhts Agreement, together with nny RelaLed Documents, constitutes the entire understanding and Hgreement or the parties
RS to the matte.rs set forth in th.i.'5 Agreement. No alteration of or amendment to this AgreP.ment shall be erfectfve unless yivsn in wriling
and signed hy the parly or parties sollght to be charged or bound by the alterat!on or amendment.
Attorneys' Fees: El'tpel'tses. Grantor to pay upon dema-nd aU of reasonable costs And expenses, includi-ng LendP.r's
attorneys' and LF!ndl;!r's legal incurred in connection with the enforcement of this AgreemP.nt. lender mfly hire or pay
someone else tiJ hefp enforce this Agreement, and Grantor shalf pay the reasonable costs and expenf;.es of such enforcement. Costs and
ex.penses include lender's attorneys' fees and legAl expenses whether or n<lt there is a lawsuit, inc;ludin.g Attorneys' fees and legal
ror hflnkrup1cy proceedings (including efforts to modHy or vacate Any automatic Ot injunction), appeals, and any
fJOSt ju<iyment coltection services. Grantor also shall pay all court costs and such additiqnal fees as may directed by the cour-t.
CaptWn Caption headinys in this Agreement are for convenience purposes only and are not to be used to interpret or define the
provisio115 or this Agreement.
Governing Law. This Agnu1_ment wiiJ be governed by federal law applicable to Lender and. to the extent not preempted by federal law, the
laws of the State or Colorado without regard to its conflicts of law provisions. This Agreornent has been accepted by lender in the State
of Colorado.
Choice of Venue. If therP. is a lawsuit. Gnmtor agrees upon Lender's request to submit to the jurisdiction Of the c.ourts of Eagle County,
of Colorado.
Joint and Sevaral All of Borrower and Grantor under this Agreermmt shall be joint and several. and Bll to
Grantor shall mean Aach and every Grantor, Etnd Clll references to Borrower shaf! mean ench and every Bo.rrower. This means: that each
Borrower and Grantor signing below is responsii;Jie For all obligat.ions in this Where any one .or more .of the parties is a
corporation, partmHship, limited liability company or similar entity, It is not necessary for Lender to inquire into the powP.rs of Bny of tho
officers, dirl:!ctors, partners. members. or other agents acting or purporting to act on the entity's behalf. and any obligations made or
created in reliance upon the professed of such powers be guaranteerl under this Agreernent.
No Waiver by Lender. Lender shall riot Ue daemed to have WAived eny rights under this Agreement unless waiver is giV-en in
and siyried by lender. No delay br omission on the part of Lender in eXercising any right shall operate as a waiver of such right or any
other right. A waiver lJY Lender of a provision vf this Agreement shall not prejudice or constitute El waiver of Lender's right otherwise to
strict compliance with that provision or any other provision of this No prior waiver by Lender, nor any r:ourse of
hetween lender and shall constitute -e waiver of any of lender's rights or of any of GrantTJr's uhligatiorls as to any futurP.
tran!iAClions. Whenever the consent of is required under this Agreement, the granting of such by lender in any
shall not constitute continuing -consent to subsequent instances where such consent is requiretl and in all cases sucfl consP.nt. may be
gnmted or withheld in the sole discretion of Lemler_
loan 4450362601
COMMERCIAL PLEDGE AGREEMENT
(Continued) Paga 4
Npticas. Any notice. required to be given under this Agreement shall be given In writing, and shall be effeCtive when actually
when receiveJ l.Jy telttfacsimile (unless oth.trwise 1equirad uy law), when deposited with a nctionally tecognlzed overnight Gourier,
-Of, if mailed, when deposited in the United States mail. as first. class, certified or mail pos1age prepaid, directed to the addresses
shown near the beginning of this Agreement. Any party may change its 1:Ji::ldre.$S for notices under this Agreement by giving formal written
notice to the other parties, specifying that the purpose ot the notice is to change the party's For notice purposes, Grantor agrees
to keep Lender infom1ed at all times of Grantor's current address. Uriless otherwise provided or required by law, it there is more than one
Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors.
Severability. Jf a court of compe-tent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any
circumstance, that finding shall nol make the offending provision illegal, invalid, or unenforceable as to any other drcumstance. If feasible,
the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the attending provision cannot Ue 50
modified, it shall be con.sidered deleted from this Agreement. Unless otherwise required by law, the invalidity, or unenfqrceability
of any provision of this shall noi affect the legality, validity or of any other provision of this Agreement.
Successors and Assigns_ Subject to .. any limitations stated In this Agreement on transfer of Grantor's intert:tstr this Agreement shall be
binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of th1:1 Collt'lte:ral Utlcomas vested in a
person other than Grantor, Lender, Without notice to Grantor, may deal with Grantor's successors with to this tlnd the
Indebtedness by way of forbearam:rl or without releasing Grantor from the oblioadons of this Ayreenumr or lia!Jility unLier rhe
lndt;btedne::>9.
Time is of the Ess:enco. Time i5 of the essence in- the performance of this AgrBemenL.
Waive Jury. All parties lO thi5 Agreement hereby waive the right to any jury trial in BllY action. proceeding, or c.ounterclaim brought by any
party against any other party.
DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. specitically
state-d to the contrary, all references to dollar amounts shall me<m amounts in lawful money of the United States ot America. Words and tem1s
used in the singular shall include the plural, and .the plural shall include the singular, as the context mi::ly require. Won..ls and term!j not
defined in thid shc.U have the meanings atrributed to such terms In the Uniform Commercial
Agreement_ Tht:t word Agreement" means this Commerci(l( Pledge Agreement, as this Commercial Pledge Agreernem may be amended or
modified from time to time, together with all exhibits and schedules attachttd to this Commercial PleLige Agreement from timt1 w tima.
Borrower. The word "Borrower" means CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY; and CORDILLERA
F&B, LLC, A DELAWARE LIMITED LIABILITY COMPANY and includes all co-signers af'ltl co-makers signing the Note and all their successorS
and assigns.
Collateral. The word "Collateral" means all of Grantor's right, title and interest in and to aU the Collateral i::IS de-scribed in lhe Collateral
Description section of this Agreement.
Default. The word "Default" means the Default set forth in this Agreement in section titled "Default'".
Event of Default. The words. "Event of Default" me-an any of the events of default sat torth in this Agrt:!ement in lhts default sec:tion of this
Agreemt::nt.
Grantor. The word "Grantor" means CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY.
Guarantor. The word '"Gwifantor" means any guarantor, surety, or accommodation party at any or all of the
GiJarBnty. The word "Guaranty" means the guaranty from Guarantor to Lender, including without Jlmlletioh a guaranty at all or part at Lhe
Note.
Income and Proceeds. The words "Income and Pro.ceeds" me.an ell present and future income, proceeds, earnings. incrt!"M.Ses, and
substitutions from or tor the Collateral of every kind and nature, including without limitEition all payments, intert!St, profits
1
distributions,
rightsr options. warrants, stock dividends) stock splits, stock rights, regula1ory dividends, subscriptions, monies, claims
for money due ahd to become due. proceeds of any insurance on the Collateral, shares of stock of different par value or no par value
in substitution or exchange for shares included in the Collateral, and all o1her property Grantor is enlilled to receive on account of sut.:h
Collateral, including accounts, documents, instruments, chattel paper, investment property, and general intangiblas.
Jndebtedness. The word means the indebtedness evidenced by the Note or Related Documents, including all principal and
interest together with all oth&r indebtedness and costs and expenses for which Borrower is responsible urider thts A!jreemen( or under any
of the Related Specitically, without lin;titation, Indebtedness includes all amounts that may be indirectly sea.:ured by
Cross-Collateralization provisiOn ot this Agreement.
Londer. The word "'Lender .. means Alpine Bank, A Colorado Banking Corporation, its successors .and Hsslgns.
Nola. The word "Note" means the Note executed by CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY; and
CORDILLERA F&B, LLC, A DELAWARE LIMITED LIABILITY COMPANY in the principal omaunt of $13,700,000.00 dated June 26, 2009,
togethef' with all rBnewals of. extensions of,. modifications of, refinancings at. consolidations of, and subsritutions for the note or credit
agreement.
Obligor. The word "Obligor means without limitation any and all persons obliQated to pay money .or to perform some other act .under the
Collateral.
Property. The won.l property" means all of Grant.ors right. title and interest in and to all the ProperLy as dt3scribed in th!;! "Collat.erat
Description" sec::tion of lhis Agreement.
Related Documents. The wprds '"RelateLI Documents mean all promis-sory notes. credit agreemtmts, Joan agreements.
guaranties, security agreements, mortgages, deeds of trustr security collaterHI mortgages, and aU other instruments,
and whether now or hereafter existing, e){ecuted in connection with the Indebtedness.
BORROWER AND GRANTOR HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL PLEDGE AGREEMENT AND
AGREE TO ITS TERMS. THIS AGREEMENT IS DATED JUNE 26. 2009.
GRANTOR:
CORDILLERA GOLF CLUB, LLC, A DELAWARE liMITED LIABILITY COMPANY
CGH MANAGER, LLC, .MJNAGER of CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY
By: tud!du,
A lTOAIZEOSIGNER FOR CGH MANAGER. lC
loan No: 4450362601
BORROWER:
COMMERCIAL PLEDGE AGREEMENT
(Continued)
CORDILLERA GOLF CLUB. LLC, A DELAWARE LIMITED LIABILITY COMPANY
CGH MANAGER. LLC. MANAGER of CORDILLERA GOLF CLUB. LLC. A DELAWARE LIMITED LIABILITY COMPANY

!"*'ClRIZED MANAGER. LLC
CORDILLERA F&B. LLC. A DELAWARE LIMITED LIABILITY COMPANY

p RICK D_ WILHELM. SOLE MANAGER
ORDILLERA F&B. LLC. A DELAWARE LIMITED
LIABILITY COMPANY
Page 5
01:12230186.2
Exhibit H
Commercial Security Agreement
COMMERCIAL SECURITY AGREEMENT
.. '\I ..
in the above are for Lender":;; use only end do nut limit the applicability of this document to flny particular 1uAJ'l or
Grantor:
Any item above containing ...... .. has been omitted due. to. text length limitations,
CORDILLERA GOLF CLUB, LLC. A DELAWARE
LIMITED LIABILITY COMPANY
CORDILLERA F&B. LLC. A DELAWARE LIMITED
LIABILITY COMPANY
PO BOX 989
EDWARDS, CO 81632
lender: Alpine Bank. A Colorado Banking Corpor.ation
Alpine Bank Vail
12 VaU Road, Suite 200
Vail, CO 81657
(970) 476-8700
THIS COMMERCIAL SECURITY AGREEMENT dated June 26, 2009. is made and e<ecuted between CORDILLERA GOLF CLUB. u:c. A
DELAWARE LIMITED LIABILITY COMPANY; and CORDILLERA F&B. LLC. A DELAWARE LIMITED LIABILITY COMPANY ("Grantor") and Alpi>
Bank. A Colorado Banking Corporation ("Lender .. }.
GRANT OF SECURITY INTEREST. For valuable consideration. Grantol" grants to Lertde.- a security inte.-est in the Collatenll to secu.-e th-e
Indebtedness and agrees that Lender shafl hove the rights stated in this Ag.-eement with .-espect to the in addition to all other rights
which Lender m"y have by law.
COLLATERAL DESCRIPTION. TltP. word "Collateral" as used in this Agreement means .the Following descrihed property, whethP.r now ownefl or
herearler whether now l;!xisting or hP.reafter arising. and located, in whh:h Grantor is gi-ving to Lender a security intP.resl r0r
the payment of the tndehtedness find performance of all other obligations under the Note anrl rhis AgreemP.nt:
ALL FURNITURE, FIXTURES. EQUIPMENT. INVENTORY, ACCOUNTS RECEIVABLE, GENERAL INTANGIBLES. CONTRACTS AND
CONIDACT RIGHTS, PERMITS. GOODS, INSTRUMENTS, INVESTMENT PROPERTY, LETTER OF CREDIT RIGHTS. CHATTEL PAPER.
COMMERCIAL TORT CLAIMS. AND ALL PROCEEDS FROM THE DISPOSITION THEREOF.
In addition, the word also includes all the fotlowing, whether now owned or hereafter acquired, whether now existing or hereaft-e.-
ami wherever located:
{A) AU accessions, attachments, accP.ssories, replac1'3rnOnts of end additions to any of the collateral described herein, whether now
or latef.
(8) All products and produc-e of any of the property described in this Collateral section.
{C) AU Accounts, general intangibles, rnstrumenls. rents, monies, and afl other rights .. arising out of a sale, r::onsiynment
or other disposition of any of the property described in this Collateral section.
{0) AU procP.eds {including insur==1nce proceeds) from. the sale, destruction, loss, or other diSJlOsition of any of the property dP.st:riltP.rl in this
RAC::tion, and surns rtue from a third party who has damaged or destroyed the Collateral or from that party's whether due
to settlermmt or other process.
IF.) All recorr:ts and r1Rta rP.Iating to any of the property described in this ColfRternl sectior-. whether In the form of a photograph,
mit:rofilrn, microfiche, or electronic media, togethe-r with All of Grantor's right, tith=!, and lntP.rest in and to all cornputer softwl"tre requirP.d to
utili7.e, create, mAintain, And process any such records or data on ele-ctronic media.
RIGHT OF SETOFF. To thP.- extent. permitted by applicahle law, Lender reserves a right of setoff in alf Gr::.ntor's accounts with Lender (whether
cher:kinq, savings-, or some other account). This includes all accounts Grantor: holrls jointly with someone elsa and all accounts GrantCJr may
open in thP. future. However, this does not include any IRA or accounts. or any trust accounts for which would be prohibited hy
law. Grantorauthorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the FJyflins( any
ami all such ar;counts.
GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL Witn respect to the Colla1erel. Grantor represents
and promi$es to l"tnder that:
Perfacti<:!n of Security Jnte:.-est. Grantor agrees to take whatever actions. are requested by Lender to perfect and conlinue LendP.r's seuurity
interP.st in the Collateral. Updn request Of Lender, Grantor will deliver lO Lender .any and all of the documents eviriencing or constituting the
Collateral. end Grantor will note lender's interest upon any and a11 Chattel paper and Instruments if not delivered to Lender for possession
by Lender.
Notices to lender. Grantor Will promptly no tHy Lender in writing at lender's address shown above (or such other As Lende.r may
dP.$.ignale from time to time) prior to any (1) change in Grantor's nsme; 12) change in Grantor's assumed busirieSs nama{s); (3} change
in the management or in the members or m'lnagers of the limited liability company Grantor; (4) change in the authorized sfgner(s); {5}
dlfmge in Grantor's principal office address; (6) change in Grantor's state of organiza(ion; (7) conversion of Grantor to a new or differP.nt
type of business entity; or (Bt change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor
anrl lender. No Ghaqge in Grantor's name or state ol organization Will take effect until Hft.er lender has received notice.
No Violation. The execulion and delivery Of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is
a pany, and its membership agreement does not prohibit any term or condition of this Agreement.
Enforceability of CollateraL To the extent the CollatP.ral cqnsists of accounts. chattel or intangibles, ns derined by the
Uniform Co1nmerdal Cude, the Collateral is enforceable in accordance .with its terms. is genuinP., nnd fully complia.s with all applicable laws
and concerning fOrm, content end manner of preparation and execution, and all persons appearing to be- .ohtigated on the
Collateral have authority and capacity to contra"Qt and are in fact obligated as, they- appear to be on the Collatflral. There shall setoffs
or CountP.rc;lflims agairist any of the Collateral, find no shall have been rn-ade under which any deductions or discounts may Ue
clain1ed concerning the Collateral except those disclosed to Lender in writing.
location of the CollateraL Except in the ordinary course of Grantor's businessr Grantor agrees to keep the Collateral at Grantor's address
shown abovP. or at such other locations .as are acceptable to lender. Upon Lender's request.- Grantor will delfv.er tn lenrler in form
s;:.tisfactory to lender a .schedule of real properties and Collateral locations relating to Gran1or's operations, inc-lurling without limitation the
following: (1) all real prope-rty Grantor owns or is purchasing: {2) aU real property Grantor i!J renting or leasing; (3) all storage fadlities
Grantor owns. Hmts, or uses; and (4) all other properties where Collateral is or may be located.
Removal of the CollateraL Except in the ordinary course of Grantors bu3int:tss, Grantor sha/.1 not remove the Collateral from its exfsling
location without Lender's prior wrilten c.onsent. Grantor shall, whenever requested, advise Lender of the location of the CollateraL
Transactions Involving Cotlaterat Except for ihVentory sold or accounts collected in the ordinary course of Grantor's business, or as
othe-rwise providecl for in this Agreement, Grantor shall not offer to sell. or -otherwise transfer or dispose of the CoUatP.ral. Grantor
shall not pledge. mort.gage, encomber or otherwise permit the Collateral to be to any lien, security interest, or
other than the security interest for in this Agreement. without the pdor written consent of lender. This includes sP.curity
int'3rests ev13n if jurlior in right to the security inte.-ests granted under this Agreement. Unless waivP.d by lender, all frorn any
disposition of the Coflaternl (for whatever reason) shafl be held in trust for lender and shall not be commingled with any olhflr funds;
provided however, this requirement shell not co11stitute consent by Lender to 3ny sale or other disposition. Upon Grantor f!hall
immediately deliver any such proceeds tO Lender.
Title. Grnntor rP.presents and warrants to Lender that Grantor holds good nnd marketable to the Collateral, free and clear of all liens
and ex-c:spt for the lien of this Agreement. No finanping statement covering any of the ColtalP.ral is on file in any r>ublic
office othEH than those which reflect the secu.-ity interest created by this Agn'tement or to which lender has specifically consented.
Grantn.r shall defend Lender's rights in the Culhtteriitl the and demands of aU other persons.
Repairs and MaintemulCe. Grantor agrees to kef:fP. and .. and to cause Qthers to keep and maintain, the Collateral in good ordP.r,
repair and Condition at all times while this Agreement remains Tn effect. Grantor further ay_rees to pay when One a!l claims wnrk rlone
on, or servir;es rendered or nll:'lterial furnished in connec-tion with the Collateral so that no lien or flncumb(ant::e "'may ever attach to or he
filed against the CollAteraL
Inspection of CollateraL Lender and Lender's designated rep.-esen\atives and agents shall have the right at aft reasonable tirh.f'...S to examine
a.nd inspect the Collateral wherever located.
Taxes, Assessments find Granto.r will pay when duP. all taxes, assessments and lien!3 upon the its use or ori6ration, upon
Loan No: 4450362601
COMMERCIAL SECURITY AGREEMENT
(Continued) Page 2
this upon any promissory note or notes evidencfng the or uf)on any of the other Related Documents. Grantor
rnay withhold any such payment or may elect to contest any lien if Granror is in good faith conducting an pmceeding to .contetit
the obliyation to pay and so long ss Lend&r's interest in the Collateral is not jeopl:::lr<.lized in Lender's sol.;: opinion. If the Colh:tteral is
subjected to a fieri which is not discharged within fifteen (16) days, Grantor shall deposit with Lender cash, H sutricienl Gorpolate surety
bbml or other security satisfactory to Lender in an amount adequate to provide tor the discharge of the lien plus any custs,
&ttorneys' fees or other charges that couhJ aGcrue as a of foreclosure or sale of the CoUa.teraL In c.uy GOilldSt Granlof' shHII defend
ftself and Lender and shall satlsfy any final adverse judgmant enforcement against the Collateral. Grantor shall name Lender as an
additional obligee under any surety bond furnished in the conttjst proceeUings. GranLor turtht:ir ogre'='s to turnish Lender with evidence that
such taxes. assessments. and governmental and other charges have been paid in full and in a timely manner. Grantor may withhold Hny
such payment or may electro contest any lien it Grantor is in good faith .conducting an appropriate proceadmg to contest Lhe obligalion La
pay and long as Lender's interest in the Collateral is not jeopardized.
Compliance with Governmontal Requirements. Gmntof' shall comply promptly with all laws, or.diuances4 rules and regulations of all
governmenral authoritieS, now ur here.after in effect
4
applicable to the ownership, production, or use of the Collaleral, including
all Jaws or relating to the undue erosion of highlywerodible land or relating to the conversion of wedand3 for the production of an
agric-ultural proJuct or commodity. GrantOr mey contest in gooJ faith any such law, ordinance or regulation and withhuld Gomr>rianGe
during any proceeding, including appei::lls, .so long as Lenders interest fn the Collateral .. lh Lender's opinion, is not jeopa.rdiLed.
Hazardous Substances. Grantor represents and warrants that the Collateral never has been, and never will be,so fang as this Agreement
remains a Uen on the ColiHteral, used in violation of any Environmental Laws or for the generation, manufacture. $loraye, lf'8nsportation,
[reatmenr, disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein lire
based on Grantor'H due dlliyence in investigating the Collateral for Hazardous Grantor hereby ( 1) releases and waives any
future claims against Lender for indemnity or contribution in the event Grantor becmnes liable. for oleanup or other costs under any
Envjronmental Laws, and (2} Hgrees.to in.demnify, defend, and hold harmless Lender and all clulms and losses resulting hom H
breach of this provision at this. Agreement. This obligation to indemnify and defenc;t shall s-urVive the paymtH1t of the Indebtedness and the
sath>facUon of this Agreement.
Maintenance of Casualty Grantor shall procur-e and maintain all risks insurance, including without limitation theft and
liability coverage together with such other- insurance as Lender may require with respect td the Collateral, in form, amounts, coverages and
basis reasonably acceptable lo Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upqn request of
Lender, will deliver to Lender from time to time the policies or certificates of insurance in form to Lender, including stipulations
that coverages will not be cancelled or diminished without at least ten (1 0} days' prior written notice to Lender and not induding any
disclaimer of the insurer's liaLillty for failure to give such a notice. Each insurance policy also shall include an endorsemen1 providing th.at
coverage in favor of Lender will not be impaj(ed in any way by any act, omission or default of Grantor or any perspn. In connection
wilh all policies cov-ering in which LenJer holds or is offered a security interest, Grantor will pmvidc Ltmder with such loss payable
or other as Lender may require. It Grantor at any tails to obtain qr maintain any insurance as requintd under this
Lender (but shall not !Je obligated to) obtain such insurance as Lender deerns appropriate. including if Lender so chooses
interest insurance," which will cover only Lender's iritere.st in the Collateral.
Application of Insurance Proceeds. Grantor shall promptly notify Lender of any Joss or damage to the Collateral. whether or not such
casualty or loss is covered by insurance. Lender may make proOf of loss if Grant6r faits to do so within fifteen (15) da-ys of tht! casualty.
All pruceeUs of any insurance on the Cotlater.al, including accrued procHeds thereon, shall be held by Lender as part of the Colloteral. If
Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall1 updn satisfactory proof of eKpenditure, pay
or r.eimllurse Grantor from the proceeds tor the reasonable cost of repair or restQration. If Lender does not consent to repak or replacement
o t the Collateral, Lender shall retuin a sufficient amount of the proceeds to pay all of the and shall J)tty rhe balance to
Grantor. Any proceeds which have not been disbursed within six l6l months after their receip.t anti which Grantor hits not commitred to
the <;>r resLorCJtiun ot the Collateral shall be used to prepay Indebtedness.
Insurance Lender rnay require Grantor to maintain with Lender reserves for [layment ot insurance premiums, which reserves sh&ll
be creatad by monthly payments from Grantor of a sum e$thnated by Lende,. to be sufficient to produce, at least fifteen (15) days hetore
due date. amounts at least equal to the pr<ttmiums to be paid. If fifteen (15) days before payment is Jue, the reserve
funds are insufficient, Grantor shall upon demand pay. any deficienGy to Lender. The reserve funds shall be hetd by Lender 1:1s a general
deposit and shall constitute a non-interest-bearing account whi-ch Lender may satisfy by payment of the insurance premiums requir'ed to be
paid. by Grantor as they become due. Lellder does not hold the reserve funds in trust for Grantor, and Umder is not the agent.of GrHntor
for payment of the insurance premiums required to be paid by GrantOr. The responsibility fur the payment of premiums shall remain
Grantor's sole responsibility.
Insurance Reports_ Grantor, upon request of shall furnish to Le1lder rep.orts on each existing policy of insunmce showing such
information Hs Lender may request including following: (1) the name of the insurer; (2} the risks insured;_ (3) tl1e amount
of the policy; (4) the property insured; (5) the then current value on the basis of which insurance been obtained and the manner of
determining that value; and (6} the expiratjon date of the policy. In addition, Grantor shall upon req\lest by Lender (however not more
oflen then annually) have an independent appr8iser satisfactory to Lender determine, as applicable, the cash v.alue or _cost of
the Collateral.
Financing Stutements. Grantor authorizes Lendef' t.o Hie a UCC financing statement, or alternatively; a copy of this. Agreement to perfect
Lender's security intere.s:t. At ,.eque5t, Gramor udditionaUy agrees to sign all other that are necessary to pt::rfect,
protect, and continue Lender"s security interest in the Property. This includes mBking sure Lender ts shown as the first and only security
interest holder on the title covering the Property. Grantor will pay all fiUng fees, title transfer tees, and other fees and co.sts involved unles:>
prohibited by lew or unless Lender is requii'ed by law to pay such fees and c:osts. Grantor irre-vocably appoints Lentlar tO sxecute
Uocuments necessary to transfer title if there is a default. Lender may file a copy of this Agreement as a financing statement. If Grantor
changes Grtlntor's name or address, or the name or address of any person granting a security interest under this Agreement
Grantor will promptly notify the Lender of such change.
GRANTOR'S RIGHT TO POSSESSION. Until default, Grantor may have po-sesiun of the tangible personal property and beneficial ue of all the
Collateral and may use it in Hny luwful mannQr nqt with this. Agreement or the Documents. provided that right to
possession and bent!ficial use shall not apply to any Collateral where possession of the Collateral by L6:nder is required b.Y lciw tO perfect
Lender's security interest in such Collateral. It Lender at any time has possession ot any Collataral, whether before or after an Event of Default,
Lender shall be to have exercised reasonable care in the custody and preservatron ot the Collateral if Lender takes such action tor that
purpose as Grantor shall request or as Lender, in Lender's sole discretion, .shall deem appropriate under the circ.urnstances, Put failure to honor
any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall not be required to rake any steps
necessary to preserve dny rights in the Colla1:eral against prior partie-s, nor to protect, preserve or maintain any security interest givtm to secure
the Indebtedness.
LENDER'S If any action or proceeding is commenced that would m.ttterially affect interest in the Collateral or if
Grantor fail$ to comply with any provision of this Agreemerit or any Ralared Documents, including but not limited to Grantor'S to
discharge or pay whl:'n due. any amounts Grantor is required to discharge or pay .under this A.Qreement or any Aell::lted Documents, Lender on
Grantor's. behalf (but shall not be obligated to) teke any action that Lender deems appropriate# including bur not limited Lo discharging or
paying all taxes, liens, se-curity interests, encumbrances and other claims, at any time levied or plac-ed on the and paying .tdl costs for
insuring, rnttintaining and preserving the Collateral. All such ex:penditures incurred or paid by Lender for such purposes will then ar
the .. a,te chai'gE::d under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such will hecome: f:l
part at the Indebtedness and. at Lender's option, will (A) be payable on demand; (B) be added to the balance Qf the Note and be apportioned
among and be payable with any instalht\ent paymants to become due during either {1) the term of &ny appHcable insurance policy; or (2) the
remaining term of the Note; or {C) be treated as a balloon payment whfch will be due and payable at the Note's maturity. The Agreement also
will secure payment ot these amounts. Such right shall be in addition tq all other rights and remedies to whir;h Lender may be entitled upon
Default.
DEFAULT. EaGh of the following shall Gonstilute an Event ot Default under this Agreement:
Payment Defuult. GrantOr fails w make any payment when due undar the lndePtedness.
Other Dafauh.s. Grantor fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement br
in any of the Related Documents t>r to comply with or to perform any term, obligation, covenant or cOndition contained in any other
agreement between Lender and Grantor.
Defauk in Favor of Third Parties. Any guarantor or Grantor defl:mlts under any loan, e)(ten!;lion of credit, security agre-ement, purchase or
sales agreement, or any other agreement, in favor ot any other creditor or person may materially affect any of any ur
Grantor's property or ability to perform their respective obligations thiS Agreement or any ot the Aetated Documt:Jnts.
False Statements. Any warranty. representation or statement made or furnished to Lender by Grantor or on Gr.Hntor's bt::halt under thfs-
Loan No: 4450362601
COMMERCIAL SECURITY AGREEMENT
(Continued) Page 3
or the AP-IAted Oocum13nts is false nr misleading in any mflleria! respect, either ndw or at the time made or furnished or becomP.s
false or misleading at r.ny time thereafter.
Oefective CoUate:ruli::r.ation. Agre-Bment or any ot the Aerated Documents to be in full force arHf effect (including faih)re qf any
collatP.ral dm:ument to creote a valitl and perfected securitY interest or lien) st lime and for any reason.
Insolvency. The dissolution of Gramor (regardless of whP.ther election to continue is made). any nW!mber withdraws frotn the limited
liAbility r.ornpany, or other termina.tion of Grantor's existence as a going business or the deuth of any member, thP.- insolvency of
Gnmtf)r, the of receiver for any part of Grantor
1
s property, any assignment for the benefit or treditors, any type of crP.ditoT
WtJI kout, or the <:ommenc;Anlfmt of eny proceeding under any bankruptcy or insolvency laws by or against Grantor.
Creditor or Forfeiturq Proceedings. Commencetmmt of foreclosure O( forfeiture proceedings, whether by judicial
repossession or any nther method, by any creditor of Grantor -or by any governmental aQency ;my collateral $ecuring 1he
lruJebtP.dnP.ss. This includes a garnishment of of Grantor's accounts, including deposit ru;r.ounts, with Lender. HowevP.r, this F.vt=mt of
DP.fault shAll nnt Apply if there is a good faith dispute by Grantor as to .the validity or reascnablenes=" of the claim which is the bAsis of 1he
creditor Of:" forfeiture proceerlinQ and if Grantor gives lender written notice of the creditor or forfeiture pr-ocP.eding anri deposit!3 with Lemfsr
monies or a sure.:ty bond for the creditor or f9rfeiture proceading, in an :amount determined hy in its sole discretion, as being an
adequ(il8 reserve or hond for the diSpute.
Events Affecting Guarantor. Any of the preceding evqnts occurs with respect to any Guanm1Qr of any of the Indebtedness or Guarantor
diP.s >r or revokes or disputes the validity of, or liability under_.. any Guaranty of the lndehtedness.
AOverse Change. A materh\l Ghange occurs in Grantor's fin3ncia/ condition, or Lender believes the prOspect of payme1it Or
performancP. of the lndehterlness is impaired.
Insecurity. londer [n goorl fAith Uelieves itself inseCure.
Cure Provisions. lf any default. other than fl default in payment is curable and if Grantor not been given a notice of s breach of the
sAme provision of this Agreement within the preceding twelve months, it may cured if Grantor, after receiving writt-en notir:e from
LenOer cure of such default: (1) cures the defAult within twenty {20) daysj or (2) if the cure requires mma than twen1y !20)
rl<=tys, immFJdiately initiates steps whh;h Lender deems in Lender's sqle Oiscretion to be sufficient to cure the default and thereafter
f!nntinues and cotllpletes all reasqnable and necessary steps sufficient to produce complian,;e as soon as reasonably
RIGHTS AND REMEDIES ON DEFAULT. If an of Default ocCurs under this Agr'eement, 3t any time thereafter, L-ender shalf all the
of a :;:.ecured pany under thP. Colorado Uniform Commercial Code. In addition and without Lender may exercise any one or more
of thP. foUowing cwd remedies:
Accelerate lndebt.,.dnoss. lender rnay declare the entire Indebtedness, including any prepayment penalty which Grantor would be require-n
to pay, immP.ftiately due and without no Lice of any kind to Grantor.
CollateraL L!'i!n(h;!r may reqUirP. Grantor to deliver to Lender .ail or any portion of the and any and all certificates o-f till'it
And other relAting to the Collateral. Lendf!r may r'equire Grantor to the Collateral and make it available to Lender at r1
plar;e to be designated hy Lendf'!r. lender afso :>hall have full power to enter upon the property of to take possession of and
Hte CollateraL (f thP. contains other' gourls not covered by this Agreement Rt the time or repossession, Grantor agrees
LemiP.r may take such othP.r gtiods, provided that Lender makes reAsonable efforts to return them to Gmntor after
S$11 the landP-r :;;hall h:we full power to sell, lease, or otherwise deal with the CollaterAl or proceBds therP.tJf in Lender's
Own namP. or of Grantnr. lender may sell the CollAteral at puh!ic auction or private sale. Unless the Collateral threatens to decline
spP.etOiy in vaJuP. or is tyre customarily sold on a recognized market, Lendflr will givP.. GrFtntor. and other persons as required by raw,
of the time and p-1ace of any public sale_, or the time after which any priv:'lte sale or any other of 1he CollAteral
is to- be rnade. However, no notice need be provided to any person who. After EVent of Default occurs, enters into and authenticates rtn
rtgreement WAiving 1hat person's right to notification of sale, The requirements of notice shall be met if .!'IUch notice is given at
IP.ast ten (1 0) rtays l)ernre 1he 1,ime of the sale or disposition. All expenses relating to the disposition of the Collateral. including
limitatiOn the expenses of reraking, holding, insuring, prepariilg for sale and selling the Collateral. shall become A part of the Indebtedness
secured loy this Agref;!:ment and shall be payable. on demand, with interest at the Note rate from date of expenditure until rep11id.
Appoint lender shall have the right to hAve a receiver appointed to take possession of all or any p-art of the Collateral, with the
powP.t to proter.t and preserve the Collateral, to operate the CoHateral preceding foredosure or sale, and to t::oiJect the Rents from the
Collateral and apply the proceeds, over and above the cost of the (eC-eivership, against the Indebtedness. The receivar may serve without
hiJnd if hy law. Lender's right to the appointment of a receivar shall exist whether or not the appare:nt value of the Cotlatl;!rctl
exceeds the lndebtednes$ hy a substantial amount. Employment by Lenrler Shall not disqualify a person from serving .As a receiver.
Re-cAiver nnw be appointerl by a court of competent jurisdiction upon ex parte application and Without notice, notice being expressly
wnivert.
Collect Revenues, Apply Accounts. lender, either itself or through a fEl!ceiver, may collect the rents, inr.ome, and rR-Venues from
the CniiRteral. Lender may at any time in Lender's rtiscretion transfer any Collateral into Lender's own name or that of lender's nominee
anrl rRceive the pAyments. rents, income, and revenues therefrom and hold the same security for the Indebtedness or rtpply it to
pRyment of the Indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consisrs of accounts, general
intAngihiP.s, lnsurRncfi policies. instruments, chRUel paper, choses in action, or similar property, Lender mav. demand, collect, receipt for,
seltle, compromise, adju.."'t, sue for, foreclose, Qr realize on the Collateral as Lender may determine, or no1 lndehterlness or
Cnllrtteral is then due. For thf!se purposes:, Lender may, on behalf of and in the name of Graritor, receive, open and dispose of mail
at.Jdre..c;sed to Gr'antor; change any address to Which mail and payments are to be sent; and endorse notes, checks, draftfl., money orders,
documents of title, iostrun:umts and items pertaining to payment, shipmflnt, or storage of any CollateraL To facilitate collection, lendflr
in .. y notify a(;r;ount and obJigors on any Collateral to make payments directly to Lender.
Obtain Deficiency. If lenrter chooses tfJ any or aU of the Collateral, Lender may obtain a judgment against Gran lor for any deficiency
mrnAining on the lnrlebtf.!dness due to Lender after applic.ation of all amounts received from the exercise of the rights provided in this
Grantor shall bR- liable for a deficiency even if the transaction described in this subsection is a sale of ar.counts or chnttef
pnper.
Other Rights and RQmedie.s. Lender shall have all rights and reml:!'dies of a. secured creditor under rhe provisions of the Uniform
Commercial Codf:l, as rriay be amended from time to time. lrt addition, Lender shall have and may exercise any or an other rights and
remerlies it may have avaita.ble at law, in equity, or otherwise.
Election of Remedies_ Except as may be prohibited by law, all of lender's righ1s and rt!medie.s, wheher evidenced by thfs
Agreement, thP. Dncurilents, ot by any other writing., shall be Cumulative and may be exercised singularly or concurrently. Elaction
IJy Larider tn purSue any remedy shall not exclude pursuit of any othP.r remedy, and an election to make e.xpendilures or to take action to
perform an obligation of Grantor under rhis Agreement. after Grantor's failura to perform, shrdl not affect lender's right lo declare ft default
anrl-exerriiSe its remedies.
ADDITIONAL SECURiTY AGREEMENT PROVISIONS ... Title to the: Collateral shall be fre.e and clear of all liens and encumbrances exr.-ept fur the
lien of this Agreement anU disclosed to lender in writing prior to the date of this Agreement.
The CofiAtP.rat shall be kept and maintained in good .order, rapefr and condition, normal wear and. tear excepterl.
Grantor shall not permit the ColtBteral tQ be subje<;:t to any lien, Sf:;!.curity interest, encumbrances, or charge, other than the security interest
provided for in this Agreement and excluding eny purChase money security interests therefrom.
Grantor's representalions and warranties to Lender insofar Hazardous Substances shall be limited to Grantor's actual knowledge.
A Default in Favor of Third Parrie,s by Borrower on "any other egr;eement" rnust be in excess of '125,000.00.
Events A Heeling Guarantor shall not include Guarantor-'s death or incompetency insofar as David A. Wilhelm as Guarantor.
Notwithstanding to the contrary set f-orth in the Default Provision herein, Borrower may cure Event nf Default in accordance with-
lhP. Additi-onal Provisions section of the N(lte. In the event any Event of Default is hot cured within the cure period set fonh in the Note, such
default shall he deemed an EVent o-f Def<::wlt hereunder.
Colla_terr.tlizntion, as described hr,rein, amlthe provision which sets forth such rJescripfon, i.s hereby dP.IetP,d in its entirety.
shAll not IJe triggered by any change in ownership or twentyftve percent or more of lhe ownership interests of Grantor,
whether by assignment. transfer, conveyance, resignation or expulsion of a member of such Grantor or by dilution or otherwise and {irl the
resignatinn, expulsion or removal of any managing member of such Grantor.
To the extent the terms and conditions set forth in this Additional Prov.isions section of this Commercial Security Agreement contradict with
I, ..... , r . rtl.!. jj,.,. .. ,,.[,, .r thn r ... n .. . J.,J .. (t,.-;11# ll.runPillfnl thlr:; Arltlitinnto.l Prnvidnnc: <;p_r!tinn !':.hAll enntroL"
Loan No: 4450362601
COMMERCIAL SECURITY AGREEMENT
(Continued)
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement:
Page 4
Amendments. This Agreement* t.ogether with any Related Doc!-Jments, the entire understanding and agreement of the
as to Lhe matters set forth in this Agreement. No alteration ot or amendment to this Agreement shrill Lte ettective unless given in wdtinu
and signed bY the party or ptirties sought to be charged or bound by the alteration or amendrnent.
Attorneys' Feesi EHpenses. Grantor agrees to pay upon demand aU of Lender's reasonable cost::; and expenses, incluJing Lender's
attorneys tees enrl Lender's legal expenses, incurred in connection with the enforcement of this Ayreement. Lender may or pBy
someone else to help enforce this Agreement, and Grantor shall pay the reasonable costs and expenses of such enforcemt::nt. Coals and
expens-es include Le.nder's anorneys
1
fees leg-al whether or not there is e induJing tittOrneys' feus and legal
expenses tor bankruptcy proceedings (including eHorrs to modify or vacate any automatic stay or injunction). appeals. and any
po-st-iudgman[ collection services .. Granlor also shall pay ell court and such additional fees as may be directed by the court.
Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or deftne the
provislonll of lhis Agreement.
Gollerning LDW. Thb Agreement will be gover-ned by federal law appUcable to lender and,. to tha extent not preempted by federal law. the
laws of the State of Colorado without r-egard to its conHicts of law provisions. This Agreftfllent ha.s been Bccepted by Landa.- in the State
of Colorado.
Choice of Venue. If there is a lawsuit. Grantor agrees- upon lender"s request to submit to the jurisdiction of the courts of Eagle Couuty,
State of Colorado.
Joint and liability. All obligations of Grantor under this Agreemem shall be joint snd several, and all references to Grantor shall
mean each and every Grantor. This means that each Grantor signing below is responsible for all obligations in this Agreen'lent. Where 1:1ny
one or more of the parties is a corporation, partnership, limited liability compa-ny or similar entity, it is nut necessary for ltmdtu to inquire
into the powers of any .of the officers, members, or other acting or purporting to act on entity's behalf, and
any obligations made or created in reliance upon the professed exercise of such power:i shall be under this Agreement.
No WDiver by Lande..-. lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing
ami signed by lender. No delay or omissipn on the part of Lender In e><ercising any rioht shall openHe as a waiver of such righl or tlliy
other right. A waiver by Lender of a provision of this AQreement shall not or constitute a waiver of Lender"s right otherwise to
demand strict compliance with that provision or any other provision of this Agreement. Np prior waiver by Lender, nor tmy course of
dealif19 between lender and Granror 1 shall cqnstiture a waiver of any of lender's rightS or of any of Grantor's obligations HS to any future
transactions. Whenever the consent of lender is required under this Agreement, the granting of such consent by lender In any instance
shall not constitute continuing consent to subsequent instances where such consent is requir'ed and in all cases suGh consent may be
granted or withheld in the sofa discretion of Lender.
Notic&9. Any notice required to be given under thts shall be given in writing, Bnd shall be- ettective when actually deliv.erad.
when actually received by Lelefacsimile (unless otherwise by Jaw), when deposited with a nationally recOgnized overnight courier,
or, if mailet;J, when deposited in the United States mail, as first class, certified or registered mail postage prenaid, directed to the addresses
shown near the beginning of this Agreement. Any party may change Its address for notices under this Agreement by giving formal wriuen
notice to the other parties, specifying that the purpose ot the notice is to change rhe party's address. For notice Grantor agrees
to keep lender informed al all times of current Unless otherwise provided 9r raquired by law, if there is more thau ontl
Grantor, any notice given IJy lender to any Grantor is deemed to be notice given to all Grantors.
Power of Attorney. Grantor hereby appoints Lender as Grantor's irrevocable for the purpose of executing any
necessary to amend, or to continue the security interest in this Agreement or to dtlmand termination of tiling!'> of other
secured parties. lender may at any time, and without further authorization from Grantor, file a carbon, photogrHphic or other reproduction
of any financing statement or of this Agreeme.nt for use as a financing statement. Grantor will reimburse Lender tor all expenses for the
perfection and the continuation of the perfection of lender's security interest in the Collateral.
Severability. ft a court of GOmpetent juri:sdiction finds any provision of this Agreement to be illegal, invHiid, or unenforceable as to any
person or circumstance, that finding shall not make the offending proyision illegal. invalid, or unenforceable as to any other person or
circumstance. If feasibla, the offending provision shall be consider-ed modified so that it legal. valid and enforceable. If the
offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unles:S otherwiae required by law, the
illegality. invalidity. or unenforceability of any provis-ion of this Agreement shall not affect the leoality, validity or of any .other
provisio.n of this Agreem.enl.
Successors and Assigns. Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement sh(tlt be
binding upon and inure to the benafit of the parties, their successors and assigns. If ownership of the Collateral becomes vcstHd in tt
person other Than Grantor, lender, wJ[hout no[ice lO Grantor, may deal with Grantor's successors with to this Agreement aitd Lhe
Indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability un-der the
Indebtedness.
Survival of Representations and Warranties. All representations, w;urenties, and agreements made by Grant9r in this Agreement shalt
survive the execuUon and delivery of this shall be continuing in nature, and shall ren\ain in full force and effect until time
as Grantor's lndeiJtedn.ess shall be paid in full.
Time is of the Time is of the essence in the performance of this Agreement.
Waive Jury. All parties to this Agreement hereby waive the right to any jtJry tri41 in any action, or counterclailll brQught by any
party against any other party.
DEFINITIONS. The following capitalized words. and terms Shall have the following meanings when used in this Agrt:ement. spedticCJily
stated to the contrary. ell references to doltar amounts shaJI mean amounts in lawful mo.ney of the United Stales of America. Words and
used in the singular shsll include the and plur'al shall include the singular. as the context may reqUire. Wqrds and rerms not otherwise
defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code:
Agreement. The word "Agreement means this Sec.urity Agreement, as this C9mmer;:ial Sec.urity Agreement may be
or modified from tima to time, together with all exhibits and schedules auached to this Commefcial Security Agreement from time to
Borrower. Tha word "Borrower means CORDILLERA GOLF CLU,B. LLC. A DELAWARE LIMITED LIABILITY COMPANY; and CORDILLERA
f&B . LLC, A OELAWARE LIMITED LIABILITY COMPANY and includes all co-signers and co-makers signing the Note Bnd their successors
and aSsigns.
CoUateraL The word .. Collateral .. maans all of right, title and interest in and to all the Collateral as described in the Collateral
Description section Qf this Agreement.
Default. The worc1 "DefauJt" means tho Default set forth in this Agreement in the section tilled "'Default".
Environmental laws. Th6 words "Environmental Laws mean any and all state. federal and local statutes, regulations and ordinances
relating to the protection of human health or the environment. including without limitation tht1 Comprehensive Environnlt:!ntttl Response,
Compensation, and Liol>ility Act of 1980, as amended, 42 U.S.C. Section 9601, et seq, ("CEACLA"), the Superfund and
Reauthorization Ac;;t of 1986, Pub. L No. (SARA .. ), the HBzardous Materials Transportation Act, 49 U.S.C. SeCtion 1801, et seq.,
the Resource Conser\ialion and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or
regulations j31tlopted pursuant thereto.
Event of Default. The words "Event of Default"' mean any of the events Of default set forth in this Agreement in the default section ot this
Agreement.
Grantor. The word "Grantor" means CORDILLERA GQLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY; and CORDILLERA F&B,
LLC, A DELAWARE LIMITED LIABILITY COMPANY. '
Guarantor. The word "Guarantor"' means any guarantor, surety, or accommodation party of any or allot the Indebtedness.
GuManty. The word "Guaranty"' meanSI the guaranty tr.om Guarantor to lender, including without limitation a guaranty of aU or part of the
Note.
Hazardous Substances_ The words Hazardous Substances .. mean materials that. because of their quantity, concentration or physical,
chemical or infectious may cause or pose a present or potential hazBrd to human health or the environment when
improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words .. Hazardous
Substances are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or
Loan No: 4450362601
COMMERCIAL SECURITY AGREEMENT
(Continued)
Page 5
waste <ts by or lisle:d under the Envii'Onmental laws. The term "Haz:;,rdous SubstRnces" nl.<w inclurle!=i, withQ-ut lhnitRtion, pP.troleurn
ami pe-troleum by-produ<:ts or any fraction lhereof and asbestos.
The_ word '"1nde?1edne:ss" rrlt:nms the indehtedness evidencP.d by the 1r Related Documents, inr;luding all principal and
tnlP.resl toyether with aiiiJther Indebtedness and costs and expenses for which 9"rantor is resr>onsible under this Agreernem or under any or
I he Rel:ned Documents.
londor. 1 hP. word .. Lender" means Alpine Bank. A Colorado Banking Corporation, successors and assigns.
Note. ThA worrl "Note" merm.s the NotB executed hy CORDILLERA GOLF CLUB, LLC, A DELAWARE LIMITED LIABILITY COMPANY; llnd
CllnOILLERA F&B. LLC. A DELAWARE LIMITED LIABILITY COMPANY in the principl arrount of $13,700,000.00 daLeu June 26, 2009.
toqP.ther with all renewals ur, oF. of. refinancing::;. uf, cunsoiidations of. and substitUtions for thE! note or crerlit

Propnrty. ThP. worrl "Property .. ffir:!ans ell of Grantor's right, title anrl intemSt in rmtl to the Property a.s in thP. "Cqllateral
Description'" secti()n of this Agreement.
Documents. The words "Re1atad DOcuments" rnl;!an all promissory not.e"', credit agreements, loan aHreements, environmentHI
Agreements, guarflnties, security mortgages, cteeds of trust, security deeds, cOllateral ITlCJrtgages, and all .
agrnP.rmmrs and do:uments, whether now or hereafter existing, executed in connection with the Indebtedness.
GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURfTY AGREEMENT AND AGREES TO ITS
TERMS. THIS AGREEMENT IS DATED JUNE 26. 2009.
GRANTOR:
CORDILLERA GOLF CLUB, LLC. A DELAWARE LIMITED LIABILITY COMPANY
eGH LLC. MANAGER of CORDILLERA GOLF CLUB, LLC. A DELAWARE LIMITED LIABILITY COMPANY
By: (/-;;;0 . . 'd /_
LLC
Exhibit I
Allonge and Amendment to Loan Documents (Post-Closing)
01:12230186.2
ALLONGE
AND
AMENDMENT TO LOAN DOCUMENTS
(POST -CLOSING)
THIS ALLONGE AND AMENDMENT TO LOAN DOCUMENTS (POST-CLOSING)
(this "Amendment") is made effective as of the ls
1
day of October, 2009, by CORDILLERA
GOLF CLUB, LLC, a Delaware limited liability company and CORDILLERA F&B, LLC, a
Delaware limited liability company (collectively the "Borrower"), for the benefit of ALPINE
BANK, a Colorado banking corporation ("Lender"). Capitalized terms used herein without
definition shall have the meaning given to such terms in the Note (as defined below).
WITNESSETH:
WHEREAS, Borrower and Lender previously consummated a Joan transaction on June
26, 2009 pursuant to which Lender made a Joan to Borrower in the principal amount of Thirteen
Million Seven Hundred Thousand Dollars ($13,700,000) which matures as of June 26, 2012 (the
"Loan"). The Loan is evidenced and secured, in part, by: (i) a Promissory Note in the principal
amount of Thirteen Million Seven Hundred Thousand Dollars ($13,700,000), executed by
Borrower and payable to the order of Lender ("Note"), and (ii) a Collateral Assignment and
Security Agreement Covering Golf Membership Revenues, executed by Borrower for the benefit
of Lender ("Collateral Assignment Covering Golf Membership Revenues") (the foregoing
documents, and all of the other documents evidencing and securing the Loan, are referred to
herein as the "Loan Documents"); and
WHEREAS, at the request of Borrower and on the condition that Borrower enter into this
Amendment, Lender has agreed to allow Borrower to utilize Net Sales Revenues for Operating
Purposes (as defined below) and to extend the due date for payments of Principal Reduction
under the Note, subject to and in accordance with the specific terms and conditions set forth
herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
I. Amendment to Loan Documents. Notwithstanding anything to the contrary set
forth in the Loan Documents, all of the Loan Documents are hereby amended to incorporate the
terms and conditions set forth below with respect to Net Sales Revenues:
The term "Net Sales Revenues" shall mean all revenues, whether in the form of a lump
sum payment, installments or on any other credit terms, from the sale, exchange or upgrade of
Memberships (as such capitalized term is defined in the Collateral Assignment of Golf
Membership Revenues), including, but not limited to, Premier Memberships, Jess all refund
payments paid or payable in connection with the sale, exchange or upgrade of any Memberships.
During the annual period commencing from the date of the Note and terminating on the
one (1) year anniversary thereof, and during each succeeding annual period thereafter (each, an
"Annual Period.,), all Net Sales Revenues shall be applied in the following order and priority:
SDCA_1532178.4
(i) First, up to the first One Miliion Dollars ($1,000,000.00) in annual Net Sales
Revenues shall be paid to Lender to reduce the principal balance of the Note (the "Principal
Reduction"). Notwithstanding the foregoing, Borrower may retain and utilize up to the first One
Million Dollars ($! ,000,000.00) of Net Sales Revenues received by Borrower during the
applicable Annual Period and forego immediately paying such Net Sales Revenues to Lender to
satisfy the Principal Reduction payment provided: (A) such Net Sales Revenues are utilized only
to pay operating expenses of the Club at Cordillera in circumstances when there is insufficient
cash flow to pay such operating expenses ("Operating Purposes"); (B) Borrower pays the
Principal Reduction to Lender no later than March 30
1
h of the applicable Annual Period (the
"Extended Due Date"); and (C) on or before the Extended Due Date, Borrower delivers to
Lender an unaudited year-to-date income and expense statement ("YTD Statement"),
evidencing that such Net Sales Revenues received by Borrower were utilized exclusively for
Operating Purposes during the applicable Annual Period. For purposes of clarification, in the
event Borrower receives less than One Million Dollars ($1 ,000,000.00) of Net Sales Revenues
with respect to any Annual Period, then the Principal Reduction for such Annual Period shall be
an amount equal to the total Net Sales Revenues actually received by Borrower during the
applicable Annual Period; and in the event Borrower receives more than One Million Dollars
($1 ,000,000.00) of Net Sales Revenues with respect to any Annual Period, then the Principal
Reduction for such Annual Period shall be One Million Dollars ($1,000,000.00), and all
remaining Net Sales Revenues received by Borrower shall be utilized in accordance with the
provisions set forth in Sections 1 (ii) through fu:} below.
(ii) Second, provided the Principal Reduction for the applicable Annual Period has
been satisfied (through payments of Net Sales Revenues to Lender or otherwise) pursuant to
subsection (i) above, Debtor shall be entitled to retain the remaining Net Sales Revenues
received by Debtor during the applicable Annual Period until Debtor has received Net Sales
Revenues pursuant to this subsection (ii), during such Annual Period and during all other Annual
Periods, in the aggregate sum of Three Million Five Hundred Thousand Dollars ($3,500,000.00)
(the "Debtor's Membership Disbursement");
(iii) Third, provided: (A) the Principal Reduction for the applicable Annual Period has
been satisfied (through payments of Net Sales Revenues to Lender or otherwise) pursuant to
subsection (i) above; and provided (B) Debtor has received Debtor's Membership Disbursement
pursuant to subsection (ii) above, there shall be deducted from the remaining Net Sales Revenues
received by Debtor during the applicable Annual Period sufficient reserve amounts for: (!)
approved capital expenditures, not to exceed One Million Five Hundred Thousand Dollars
($1 ,500,000.00) for the applicable Annual Period; and (2) accrued and unpaid, as well as
projected, operating losses for the Club at Cordillera, in each case in such amounts as set forth in
the budget approved by Lender, not to exceed One Million Dollars ($1 ,000,000.00) for the
applicable Annual Period (collectively, the "Reserves"); and
(iv) Fourth, provided: (A) the Principal Reduction for the applicable Annual Period
has been satisfied (through payments ofNet Sales Revenues to Lender or otherwise) pursuant to
subsection (i) above, (B) Debtor has received Debtor's Membership Disbursement pursuant to
subsection (ii) above, and (C) Debtor has set aside sufficient amounts to fund the Reserves
pursuant to subsection (iii) above, all remaining Net Sales Revenues received by Debtor during
the applicable Annual Period shall be allocated as follows: (I) one-half ( l/2) to Debtor; and (2)
one-half (1/2) to Lender, to be applied first to accrued, but unpaid interest, and then to the
principal balance owing under the Note.
SDCA_1532178.4
2. Delivery of YTD Statements. .]n the event Borrower utilizes any Net Sales
Revenues for Operating Purposes in accordance with the terms and conditions of Section I
above, Lender shall have the right to request a YTD Statement from Borrower at any time during
the applicable Annual Period, provided such requests shall be limited to no more than one ( 1)
request per calendar month. Borrower shall have a period of thirty (30) calendar days following
Lender's written request for aYTD Statement to deliver such YTD Statement to Lender.
3. No Change. Except as otherwise expressly provided in this Amendment, all
other terms and conditions set forth in the Loan Documents shall remain unchanged.
4. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Colorado.
5. Successors and Assigns. All rights of Lender hereunder shall inure to the benefit
of its successors and assigns, and all obligations of Borrower hereunder shall bind its successors
and assigns and any subsequent owner of the Loan.
6. Ratification. Borrower and Lender hereby ratify and readopt the Loan
Documents, as modified and amended by this Amendment, and agree that each and every
provision of the Loan Documents, as modified and amended by this Amendment, shall continue
in full force and effect.
7. References. All references in the Loan Documents to the ''Loan" and "Loan
Documents" shall mean and refer to the Loan and the Loan Documents, as modified and
amended by this Amendment. All references in the Loan Documents to the "Net Sales
Revenues" shall mean the Net Sales Revenues, as such term is defined in this Amendment.
8. Controlling Provisions. To the extent any of the provisions of this Amendment
conflict with the terms and conditions set forth in the Loan Documents, this Amendment shall
controL
9. Counterparts. This Amendment may be executed in counterparts, each of which
shall constitute an original, but all of which shall constitute one and the same Amendment.
SDCA_1532178.4

IN WITNESS WHEREOF, the parties have executed this Amendment to be made
effective as of the date first set fotth above.
Borrower:
Cordillera Golf Club, LLC, a Delaware limited
I
Borrower:
Cordillera F&B, LLC, a Delaware limited
liability company

latriCk D. Wilhelm, Manager
SDCA_1532178.4
Lender:
corporation
01:12230186.2
Exhibit J
Wilhelm Note
PROMISSORY NOTE
$6,500,000.00 Edwards, Colorado June 23, 2010
FOR VALUE RECEIVED, Cordillera Golf Club, LLC, a Delaware limited liability
company, Cordillera Golf Holdings, LLC, a Delaware limited liability company, WFP
Cordillera, LLC, a Delaware limited liability company (collectively, "Maker"), jointly and
severally promise to pay to the order of David A. Wilhelm ("Lendd'), with an address of 1240
Mayacama Club Drive, Santa Rosa, California 95403, the principal amount of Six Million Five
Hundred Thousand and Noll OOths Dollars ($6,500,000.00), or so much thereof as shall have
been advanced by Lender, together with interest thereon from the date hereof on the balance of
princip;;tl from time to time outstanding, in United States currency, at the rates and at the times
hereinafter described.
The parties hereto acknowledge and agree that proceeds. of the loan (the "Loan")
evidenced by this Promissory Note (this "Note") shall be drawn by Maker and used in
connection with the operation and maintenance of the Cordillera Golf Club, situated in Eagle
County, Colorado. The Loan is comprised of a revolving line of credit whereby advances may
be made, repaid and re-advanced from time to time; provided that the maximum principal
amount which may be outstanding hereunder at any one time shall not exceed Six Million Five
Hui1dred Thousand and No/1 OOths Dollars ($6,500,000.00). Lender shall maintain an account on
its books (the "Loan Account"), which shall evidence at all times the amount from time to time
outstanding under this Note. Lender shall, by appropriate entries, debit to the Loan Account the
amount of each advance hereunder, all accrued interest thereon and any other amounts due
Lender with respect to this Note and shall credit to the Loan Account each payment of principal
and interest on account of advances hereunder and other amounts payable hereunder. The Loan
Account shall constitute prima facie evidence of all advances made by Lender here:under and of
all other entries contained therein. In the event of any discrepancy between the records of
Lender and. Maker with regard to the Loan Account, the records of Lender shall prevail.
Subject to Lender's right to accelerate the maturity of the Note following an Event of
Default, the maturity date of this Note is one (1) year after the date of this Note (the "Maturity
Date").
In addition to the foregoing, the following terms shall apply with respect to this Note:
1. Prior Advances. Maker, by its execution hereof, acknowledges and agrees that
the disbursements of proceeds heretofore made by Lender prior to Makds execution of this
Note, as set forth on Exhibit A attached hereto and incorporated herein by this reference, shall
nonetheless be deemed to have been made pursuant to this Note, and Maker acknowledges and
agrees that said disbursements, together with Lender's agreement to loan additional Loan
proceeds and to permit there-borrowing of the same shall constitute new value.
2. Advances. Maker shall have the right to request advances of Loan proceeds, in
writing, subject to the limitation that the aggregate principal balance outstanding at any point in
DEN 97,287,857v2 8-11-10DEN 97,287,857v2 8-11-10
Promissory Note
June23, 2010
Page 2of7
time shall not exceed the maximum amount of the Loan. Requests for advances may be made at
any time on or before the day that is three hundred thirty (330) days after the date of this Note;
provided, however, that Lender shall require at least two (2) business days after the receipt of
said written request before any advance of proceeds.
3. Payments; Interest; Default Rates.
(a) No payments shall be required under this Note prior to the earlier of the
Maturity Date, a default hereunder or under the Deed of Trust (as hereinafter defined).
(b) Interest shall accrue on all amounts borrower hereunder at a rate equal to
ten percent (10.0%) per annum, and shall be calculated for the actual number of days
elapsed on the basis of a 360-day year, including the first date of the applicable period to,
but not including, the date of repayment.
(c) . During the existence of any event of default hereunder or under the Deed
of Trust, or after any acceleration of the Loan, interest shall accrue at a default rate equal
to fifteen percent (15.0%) per annum, payable on demand of Lender.
(d) The indebtedness evidenced hereby, including without limitation the
outstanding principal balance hereunder together with all accrued but unpaid interest,
shall be due and payable on the Maturity Date.
(e) Maker shall have the right to prepay this Note in full or in part at any time.
4. Payments by the Maker.
(a) All payments (including any prepayment of the Loan) to be made by the
Maker on account of principal, interest, fees and other amounts required hereunder shall
be made at the address for Lender first written above, or at such other address as Lender
shall provide to Maker from time to time in wnting.
(b) Whenever any payment hereunder shall be stated to be due on a day other
than a business day (a day upon which banks in the State of Colorado are generally open
for business), such payment shall be made on the next succeeding business day, and such
extension of time shall be included in the computation of interest or fees, as the case may
be.
5. General Provisions.
(a) Maker acknowledges that this Note is secured by that certain Deed of
Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing of even
date with this Note (the "Deed of Trust"), encumbering certain real property in the
County of Eagle, State of Colorado.
(b) Maker agrees that the obligation evidenced by this Note is an exempt
transaction under the Truth-in-Lending Act, 15 U.S.C. 1601 et seq.
DEN 97,287,857v2 8-11-10
Promissory Note
June 23,2010
Page 3 of7
(c) The patties hereto intend and believe that each provision in this Note
comports with all applicable local, state and federal laws and judicial decisions.
However, if any provision or provisions, or if any portion of any provision or provisions,
in this Note is found by a court of law to be in violation of any applicable local, state or
federal ordinance, statute, law, administrative or judicial decision, or public policy, and if
such court should declare such portion, provision or provisions of this Note to be illegal,
invalid, unlawful, void or unenforceable as written, then it is the intent of all parties
hereto that such portion, provision or provisions shall be given force to the fullest
possible extent that they are legal, valid and enforceable, that the remainder of this Note
shall be construed as if such illegal, invalid, unlawful, void or unenforceable portion,
provision or provisions were not contained therein, and that the rights, obligations and
interest of Maker and the holder or holders hereof under the remainder of this Note shall
continue in full force and effect. It is the intent of Lender and Maker to conform to and
contract in strict compliance with applicable usury law from time to time in effect. All
agreements between Lender or any other holder hereof and Maker (or any other party
liable with respect to any indebtedness described herein) are hereby limited by the
provisions of this subsection which shall override and control all such agreements,
whether now existing or hereafter arising and whether written or oral. In no way, nor in
any event or contingency (including but not limited to prepayment, default, demand for
payment, or acceleration of the maturity of any obligation), shall the interest taken,
reserved, contracted for, charged or received under this Note or otherwise, exceed the
maximum interest rate permitted under applicable law (the uMaximum Rate"). If, from
any possible construction of any document, interest would otherwise be payable in excess
of the Maximum Rate, m1y such construction shall be subject to the provisions of this
subsection and such document shall be automatically reformed and the interest payable
shall be automatically reduced to the Maximum Rate, without the necessity of execution
of any amendment or new document. If the holder hereof shall ever receive anything of
value which is characterized as interest under applicable law and which would apart from
this provision be in excess of the Maximum Rate, an amount equal to the amount which
would have been excessive interest shall, without penalty, be applied to the reduction of
the principal amount owing on the indebtedness evidenced hereby in the inverse order of
its maturity and not to the payment of interest, or refunded to Maker or any other payor
thereof if and to the extent such amount which would have been excessive exceeds such
unpaid principal. The right to accelerate maturity of this Note or any other indebtedness
does not include the right to accelerate any interest which has not otherwise accrued on
the date of such acceleration, and the holder hereof does not intend to charge or receive
any unearned interest in the event of acceleration. All interest paid or agreed to be paid
to the holder hereof shall, to the extent permitted by applicable law, be amortized,
prorated, allocated and spread throughout the full stated term (including any renewal or
extension) of such indebtedness, so that the amount of interest on account of such
indebtedness does not exceed the Maximum Rate. As used in this subsection, the term
"applicable law
11
shall mean the laws, statutes, regulations and restrictions of Colorado
law or the federal laws of the United States, whichever laws allow the greater interest, as
such laws now exist or may be changed or amended or come into effect in the future.
DEN 97,287,857v2 8-11-10
Promissory Note
June 23,2010
Page 4 of7
(d) The captions of the various sections hereof are for convenience and are not
to be considered as defining or limiting in any way the scope or intent of the provisions
hereof
(e) This Note and all provisions hereof shall be binding upon Maker and all
persons claiming under or through Maker, and shall inure to the bene:fit of Lender,
together with its permitted successors and assigns, including each owner and holder from
time to time of this Note.
(f) No provision of this Note may be waived, changed, modified or
discharged without an agreement in writing signed by the party against whom
enforcement of such waiver, change, modification or discharge is sought.
(g) Time is of the essence as to all dates set forth herein.
(h) Maker agrees that its liability shall not be in any manner affected by any
indulgence, extension of time, renewal, waiver, or modification granted or consented to
by Lender; and Maker consents to any indulgences and all extensions of time, renewals,
waivers, or modifications that may be granted by Lender with respect to the payment or
other provisions of this Note, and to any substitution, exchange or release of the
collateral, or any part thereof, with or without substitution, and agrees to the addition or
release of any makers, endorsers, guarantors, or sureties, all whether primarily or
secondarily liable, without notice to Maker and without affecting its liability hereunder.
(i) Maker hereby waives and renounces (to the extent permitted by applicable
law) for itself, its successors and assigns, all rights to the benefits of any statute of
limitation 'and any moratorium, reinstatement, marshalling, forbearance, valuation, stay,
extension, redemption, appraisement, or exemption laws now provided, or which may
hereafter be provided, by the laws of the State of Colorado and of the United States, both
as to itself and in and to all of its property, real imd personal, against the enforcement and
collection of the obligations evidenced by this Note.
G) If this Note is placed in the hands of attorneys for collection or is collected
through any legal proceedings, Maker promises and agrees to pay, in addition to the
principal, interest and other sums due and payable hereon, all costs of collecting or
attempting to collect this Note, including all attorneys' fees and disbursements.
(k) All notices, demands or requests relating to any matters set forth herein
shall be in writing and delivered as set forth, and effective in the time set forth, in the
Deed of Trust.
(1) All parties now or hereafter liable with respect to this Note, whether as
malcer, principal, surety, guarantor, endorsee or otherwise hereby severally waive
presentment for payment, demand, notice of nonpayment or dishonor, protest and notice
of protest. No failure to accelerate the indebtedness evidenced hereby, acceptance of a
past due installment following the expiration of any cure period provided by this Note,
the Deed of Trust or applicable law, or indulgences granted from time to time shall be
DEN 97,287,857v2 8-11-10
Promissory Note
June 23, 2010
Page 5 of7
construed (i) as a novation of this Note or as a reinstatement of the indebtedness
evidenced hereby or as a waiver of such right of acceleration or of the right of Lender
thereafter to insist upon strict compliance with the terms of this Note, or (ii) to prevent
the exercise of such right of acceleration or any other right granted hereunder or by the
laws of the State of Colorado. Maker hereby expressly waives the benefit of any statute
or rule of law or equity now provided, or which may hereafter be provided, which would
produce a result contrary to or in conflict with the foregoing.
(m) The remedies of Lender, as provided in this Note and/or in the Deed of
Trust, shall be cumulative and eoncurrent, and may be pursued singly, successively, or
together at the sole discretion of Lender, and may be exercised as often as occasion
therefor shall occur; and the failure to exercise any such right or remedy shall in no event
be construed as a waiver or release thereof.
(n) IN ALL RESPECTS, INCLUDING, WITHOUT LIMITATION,
MATTERS OF CONSTRUCTION AND PERFORMANCE OF TI-llS NOTE AND THE
OBLIGATIONS ARISING HEREUNDER, THIS NOTE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF COLORADO APPLICABLE. . .TQ CONTRACTS MADE AND TO BE.
PERFORMED IN SUCH STATE (WITHOUT REGARD -To PltlNCIPLES OF
CONFLICTS OF LAWS) AND . ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.
(o) WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDINGS
RELATING TO THIS NOTE (EACH, A "PROCEEDING''), MAKER AND LENDER
EACH IRREVOCABLY (i) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
OF THE STATE AND FEDERAL COURTS HAVING JURISDICTION IN THE CITY
AND COUNTY OF DENVER AND STATE OF COLORADO, AND (ii) WAIVES
ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING OF
VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, W AlVES
ANY CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM AND FURTHER WAIVES THE RIGHT TO OBJECT,
WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT
HAVE JURISDICTION OVER SUCH PARTY. NOTHING IN THIS NOTE SHALL
PRECLUDE LENDER FROM BRINGING A PROCEEDING IN ANY OTHER
JURISDICTION NOR WILL THE BRINGING OF A PROCEEDING IN ANY ONE OR
MORE JURISDICTIONS PRECLUDE THE BRINGING OF A PROCEEDING IN
ANY OTHER JURISDICTION.
(p) THIS NOTE AND THE DEED OF TRUST REPRESENT THE FINAL
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.
DEN 97,287,857v2 8-11-10
Promissory Note
June 23, 2010
Page 6 of7
IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the ll
1
h day
of August, 2010, but is effective as ofthe day and year first set forth above.
MAKER:
CORDILLERA GO:LF CLUB, LLC, a Delaware
limited liability company
. '
By: \ - uJdleL.
Name:f?aif,'ck Wi'(.kk-1
e(: Co\Qll.Ao\o
l'Aqle_
rwe k-wl- iU Wrk<cr
CORDILLERA GOLF HOLDINGS, LLC, a De.t.vJCtA-{!
___ limited liability company
WFP CORDILLERA, LLC, a
limited liability company / .


DEN 97,287,857v2 8-11-10
EXHIBIT A
PRJOR DISBURSEMENTS
Cordillera Golf
Funding Amount WFP Cord Club
June 9, 2010
~
$600,000 - $4oo,oeo-:
June 25, 2010 400,000 66,220 333,780 .
July 2, 2010 550,000 2,560 547,440
July 9, 2010 400,000 50,000 350,000
July 16,2010 300,000 300,000
July 30, 2010 798,414 2,794 795,620 .
$ 3,448,414 $721,574 $2,726,840
DEN 97,287,857v2 B-11-10DEN 97,287,857v2 B-11-10
01:12230186.2
ExhibitK
Wilhelm Deed of Trust
THIS INSTRUMENT PREPARED BY
AND RECORD AND RETURN TO:
Greenberg Traurig, LLP
Attn: Keith M. Pockross, Esq.
1200 17m Street, Suite 2400
Denver, Colorado 80202
EAGLE COUNTY, CO 201015834
'fEAK J SIMONTON
Pqs: 65 02:26:28PM 08/12/2010
REC: $ S.-;::31. 00 DOC: $
DEEU OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS,
AND FIXTURE FILING
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND
RENTS, AND FIXTURE FILING (this "Deed of Trust") is made effective as of the 23'd day of June,
2010, by CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company,
CORDILLERA GOLF HOLDINGS, LLC, a Delaware limited liability company, WFP
CORDILLERA, I.LC, a Delaware limited liability company, and by a Delaware limited liability
company (collectively, "Grantor"), to the PUBLIC TRUSTEE OF THE COUNTY OF EAGLE,
STATE OF COLORADO ("Trustee") for the benefit of DAVID A. WILHELM ("Lender"), in
consideration for a revolving loan in the maximum principal amount of $6,500,000.00 (the "Loan")
made by Lender to Grantor.
RECITALS
A. Grantor is the owner of certain real property situated in the County of Eagle, State of
Colorado.
B. Lender has agreed to make to the Loan to Grantor, which Loan includes proceeds
disbursed prior to the date hereof, and includes future advances to be made in accordance with that
certain Promissory Note (the "Note") of even date herewith made by Grantor to Lender.
B. As security for the repayment of the Loan, Lender requires that Grantor execute and
deliver this Deed of Trust encumbering the real property described herein.
NOW THEREFORE, in recognition of the foregoing recitals, the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by Grantor:
I. Property in Trust. Grantor, in consideration of the indebtedness herein recited, the
covenants and agreements herein contained, and the trust herein created, hereby grants and conveys
to Trustee in trust, with power of sale, that certain real property located in the County of Eagle, State
of Colorado legally described on Schedule & Exhibit A hereto and incorporated by reference herein
(together with such additional real property as may be added to the lien of this Deed of Trust from
time to time by a duly executed spreader or amendment, the ''Land"), together with all right, title,
interest and estate of Grantor now owned or hereafter acquired, in and to the following property,
rights, interests and estates (collectively, the "Property"):
EN 97,287,902v2 B-11-10
I
TillS INSTRUMENT PREPARED BY
AND RECOUD AND RETURN TO:
Greenberg Traurig, LLP
Attn: Keith M. Pockross, Esq.
1200 I 7
1
" Street, Suite 2400
Denver, Colora<;lo 80202
DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND RENTS,
AND FIXTURE FILING
THIS DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF LEASES AND
RENTS, AND FIXTURE FILING (H1is "Deed of Trust") is made effective as of the 23'd day of June,
2010, by CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company,
CORDILLERA GOLF HOLJ)lNGS, LLC, a Delaware limited liability company, WFP
CORDILLERA, LLC, a Delaware limited liability compat1y, at1d by a Delaware limited liability
company (collectively, "Grantor"), to the PUBLIC TRUSTEE OF TIJE COUNTY OF EAGLE,
STATE OF COLORADO ("Trustee") for the benefit of DAVID A. WILHELM ("Lender"), in
consideration for a revolving loan in the maximum principal amount of $6,500,000.00 (the "Loan")
made by Lender to Grantor.
RECITALS
A. Grantor is the owner of certain real property situated in the County of Eagle, State of
Colorado.
B. Lender has agreed to make to the Loan to Grantor, which Loan in,cludes proceeds
disbursed prior to the date hereof, and includes future advances to be made in accordance with that
certain Promissory Note. (the "Note") of even date herewith made by Grantor to Lender.
B. As security for the repayment of tl1e Loan, Lender requires that Grantor execute an<;!
deliver this Deed of Trust encumbering the real property described herein.
NOW THEREFORE, in recognition of the foregoing recitals, the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by Grantor:
L Property in Trust. Grantor, .in consideration of the indebtedness .herein recited, the
covenants and agreements herein contained, and the trust herein created, hereby grants and conveys
to Trustee in trust, with power of sale, that certain real property located in the County of Eagle, State
of Colorado legally described on Schedule & Exhibit A hereto and incorporated by reference herein
(together with such additional real property as may be added. to the lien of this Deed of Trust from
time to time by a duly ex.ecnted spreader or amendment, the. "Land"), together with all right, title,
interest and estate of Grantor now owned or hereafter acquired, .in and to the following property,
rights, interests and estates (collectively, the "Propertv"):
EN 97,287,902v2 8-11-10
1
(a) all buildings, structures, fixtures and other improvements now or hereafter
located thereon (tl1e "Improvements");
(b) all water, interests in water and water contracts, water allotments and water
rights and powers (collectively, the including without limitation those rights
specifically described in the attached Exhibit B (but excepting and excluding, however, all
rights of Grantor in the Brett Ditch and in consumptive use credits derived from the water
rights in the Brett Ditch), water courses, ditch rights, ditches, headgates, dams, ponds,
reservoirs and reservoir rights, pipelines and pipeline rights, wells and well rights, and any
and all other structures and interests, if any, owned by Grantor, existing or proposed, used or
necessary to divert and deliver the water available under the Water Rights from their points
of diversion to their places of use on the Land.
(c) all easements, rights-of-way, strips and gores of land, streets, ways, alleys,
passages, sewer rights, air rights and development rights, rights to oil, gas, minerals, coal and
other substances of any kind or character, and all estates, rights, titles, interests, privileges,
Jibeties, tenements, hereditaments and appurtenances of any nature whatsoever, in any way
belonging, relating or pettaining to the Land and the Improvements; and the reversion and
reversions, remainder and remainders, and all land lying in the bed of any street, road,
highway, alley or avenue, opened, vacated or proposed, in front of or adjoining the Land, to
the center line thereof; and all the estates, rights, titles, interests, dower and rights of dower,
curtesy and rights of curtesy, property, possession, claim and demand whatsoever, both at
law and in equity, of Grantor of, in and to the Land and the Improvements and every part and
parcel thereof, with the appurtenances thereto;
(d) all machinery, furniture, furnishings, equipment, computer software and
hardware, fixtures (including, without limitation, all heating, air conditioning, plumbing,
lighting, communications and elevator fixtures), inventory, materials, supplies and other
articles of personal property and accessions thereof, renewals and replacements thereof and
substitutions therefor, and other property of every kind and nature, tangible or intangible,
owned by Grantor, or in which Grantor has or shall have an interest, now or hereafter located
upon the Land or the Improvements, or appurtenant thereto, and usable in connection with
tlte present or future operation and occupancy of the Land and the Improvements (hereinafter
collectively referred to as the "Eguipment"), including any leases of, deposits in connection
with, and proceeds of any sale or transfer of any of the foregoing, and the right, title and
interest of Grantor in and to any of the Equipment that may be subject to any "security
interest" as defined in the Colorado Uniform Commercial Code, Colo. Rev. Stat. 4-9-101
et seq. (the "UCC"), superior in lien to the lien of tl1is Deed of Trust;
(e) all awards or payments, including interest thereon, that may heretofore or
hereafter be made with respect to the Land or the Improvements, whether from the exercise
of the right of eminent domain or condemnation (including, without limitation, any transfer
made in lieu of or in anticipation of the exercise of such right), or for a change of grade, or
for any other injury to or decrease in the value of the Land or Improvements;
(f) all purchase and sale and other agreements or arrangements heretofore or
hereafter entered into affecting the ownership, use, enjoyment or occupancy of, or the
conduct of any activity upon or in, the Land or the Improvements, including any extensions,
renewals, modifications or amendments thereof (hereinafter collectively referred to as the
EN97,287.902v2 8-11-10
2
"Contracts") and all rents, rent equivalents, moneys payable as damages (including payments
by reason of the rejection of a Contract in a bankruptcy proceeding or in lieu of rent or rent
equivalents), royalties (including, without limitation, all oil and gas or other mineral royalties
and bonuses), income, receivables, receipts, revenues, deposits (including, without limitation,
security, utility and other deposits), accounts, cash, issues, profits, charges for services
rendered, and other consideration of whatever fmm or nature received by or paid to or for the
account of or benefit of Grantor or its agents or employees from any and all sources arising
from or attributable to the Land and the Improvements, including, witbout limitation, all
receivables, customer obligations, installment payment obligations and other obligations now
existing or hereafter arising or created out of the sale, lease, sublease, license, concession or
other grant of the right of the use and occupancy of the Land or the Improvements, or
rendering of services by Grantor or any of its agents or employees, and proceeds, if any, from
business intemlption or other loss of income insurance (hereinafter collectively referred to as
the "Rents"), together with all proceeds from the sale or other disposition of the Contracts
and the right to receive and apply the Rents to the repayment of the obligations described in
Section 2 below;
(g) all proceeds of and any unearned premiums on any insurance policies
covering the Property, including, without limitation, the right to receive and apply the
proceeds of any insurance, judgments, or settlements made in lieu thereof, for damage to the
Property;
(h) the right, in the name and on behalf of Grantor, to appear in and defend any
action or proceeding brought with respect to the Property and to commence any action or
proceeding to protect the interest of Lender in the Property;
(i) all accounts (including, without limitation, reserve accounts), escrows,
documents, instruments, chattel paper, claims, deposits and general intangibles, as the
foregoing terms are defined in the UCC, and all franchises, trade names, trademarks,
symbols, service marks, books, records, plans, specifications, designs, drawings, surveys,
title insurance policies, permits, consents, licenses, management agree1nents, contract rights
(including, without limitation, any contract with any architect or engineer or with any other
provider of goods or services for or in connection with any construction, repair or other work
upon the Property), approvals, actions, refunds of real estate taxes and assessments (and any
other governmental impositions related to the Property) and causes of action that now or
hereafter relate to, are derived from or are used in cmmection with the Property, or the use,
operation, maintenance, occupancy or enjoyment thereof or the conduct of any business or
activities thereon (hereinafter collectively referred to as the "Intangibles"); and
0) all proceeds, products, offspring, rents and profits from any of the foregoing,
including, without limitation, those from sale, exchange, transfer, collection, loss, damage,
disposition, substitution or replacement of any of the foregoing.
2. Note; Other Obligations Secured. This Deed of Trust is given to secure to Lender:
(a) the payment and performance obligations of Borrower pursuant to that certain
Promissory Note executed by Grantor of even date herewith (the "Note"), including without
limitation as the same pertains to the future advancement of proceeds, and the re-borrowing
of proceeds repaid by Grantor;
EN 97,287,902v2 8-11-10
3
(b) the payment of all other sums, with interest thereon at the default rate under
the Note, disbursed by Lender in accordance with this Deed of Trust or any of the other loan
documents; and
(c)
contained.
the performance . of the . covenants and. agreements of Grantor herein
3. Title. Grantor covenants that Grantor owns and has the right to grant and convey the
Property, and warrants title to the Land, subject to general real estate taxes for the current year,
easements and encumbrances of record or in existence, and recorded declarations, restrictions,
reservations and covenants, if any, as of this date.
4. Payment of Principal and Interest. Grantor shall promptly pay when due the
principal of, and interest on the indebtedness evidenced by, the Note, and default interest as provided
in the Note, if applicable, and shall perform all of Grantor's other covenants contained in the Note.
5. Application of Payments. Grantor acknowledges and agrees that all payments
received by Lender under the terms hereof shall be applied by Lender first in payment of amounts
disbursed by Lender pnrsuant to Section 9 hereof, and the balance in accordance with the tenns and
conditions of the Note.
6. Taxes; Charges; Liens. Grantor shall pay all taxes, assessments and other charges,
fines and impositions attributable to the Property which may have or attain a priority over this Deed
of Trust, by Grantor making payment when due, directly to the payee thereof. Despite the foregoing,
Grantor shall not be required to make payments otherwise required by this Section 6 if Grantor, aftet
notice to Lender, shall in good faith contest such obligation by, or defend enforcement of such
obligation in, legal proceedings which operate to prevent the enforcement of the obligation or
forfeiture of the Property or any part thereof, only upon Grantor making all such contested payments
and other payments as ordered by the court to the registry of the court in which such proceedings are
filed.
7. Property Insurance. Grantor shall keep the improvements now existing or hereafter
erected on the Property insured against loss by fire or hazards inclnded within the term "extended
coverage" in an amount at least equal to the lesser of (a) the insurable value of the Property or (b) an
amount sufficient to pay the sums secured by this Deed of Trust. All of the foregoing shaH be known
as ''Property Insurance''.
The insurance carrier providing the insurance shall be qualified to write Property Insurance in
Colorado and shall be chosen by Grantor subject to Lender's right to reject the chosen carrier for
reasonable cause. All insurance policies and renewals thereof shall include a standard mortgage
clause in favor of Lender, and shall provide that the insurance carrier shall notify Lender at least
thirty (30) days before cancellation, termination or any material change of coverage. Lender shall
have the right to hold the policies and renewals thereof. Evidence of Property Insurance in
accordance with this Section 7 shall be provided to Lender promptly following Lender's request
therefor, and in any event, within thirty (30) days after the date of this Deed of Trust.
In the event of loss, Grantor shall give prompt notice to the insnrance carrier and Lender.
Lender may make proof of loss if not made promptly by Grantor. Insurance proceeds shall be
applied to restoration or repair of the Property damaged, provided such restoration or repair is
EN 97,287,902v2 8-11-10
4
economically feasible and the security of this Deed of Trust is not thereby impaired. If such
restoration or repair is not economically feasible or if the security of this Deed of Trust would be
impaired, the insurance proceeds shall be applied to the sums secured by this Deed of Trust, with the
excess, if any, paid to Grantor. If the Prope1ty is abandoned by Grantor, or if Grantor fails to respond
to Lender within thi1ty (30) days from the date notice is given in accordance with Section 16 below
by Lender to Grantor that the insurance carrier offers to settle a claim for insurance benefits, Lender
is authorized to collect and apply the insurance proceeds, at Lender's option, either to restoration or
repair of the Property or to the sums secured by this Deed of Trust.
Any such application of proceeds to principal shall not extend or postpone the due date ofthe
installments referred to in Section 4 hereof or change the amount of such installments.
Notwithstanding anything herein to the contrary, if under Section 18 below the Property is acquired
by Lender, all right, title and interest of Grantor in and to any insurance policies and in and to the
proceeds thereof resulting from damage to the Property prior to the sale or acquisition shall pass to
Lender to the extent of the sums secured by this Deed of Trust immediately prior to such sale or
acquisition.
8. Preservation and Maintenance of Property. Grantor shall keep the Prope1ty in
good repair and shall not commit waste or pennit impairment or deterioration of the Property.
Grantor's use of the Property and activities with respect to the Property shall be in accordance with
all applicable laws, rules, regulations, orders and ordinances.
9. Protection of Lender's Security. Except when Grantor has exercised Grantor's
rights under Section 6 above, if the Grantor fails to perform the covenants and agreements contained
in this Deed of Trust, or if any action or proceeding is commenced which materially affects Lender's
interest in the Property, then Lender, at Lender's option, with notice to Grantor if required by law,
may make such appearances, disburse such sums and take such action as is necessary to protect
Lender's interest, including, but not limited to:
(a) any general or special taxes or ditch or water assessments levied or accruing
against the Property;
(b) the premiums on any msurance necessary to protect any improvements
comprising a part of the Property;
(c) sums due on any prior lien or encumbrance on the Property;
(d) the reasonable costs and expenses of defending, protecting, and maintaining
the Property and Lender's interest in the Propetty, including repair and maintenance costs and
expenses, costs and expenses of protecting and securing the Property, receiver's fees and
expenses, inspection fees, appraisal fees, court costs, attorney fees and costs, and fees and
costs of an attorney in the employment of the Lender or holder of the certificate of purchase;
(e) all other costs and expenses allowable by the evidence of debt or this Deed of
Trust; and
(f) such other costs and expenses which may be authorized by a court of
competent jurisdiction.
EN 97,287,902v2 8-11-10
5
Any amounts disbursed by Lender pursuant to this Section 9, with interest thereon, shall
become additional indebtedness of Grantor secured by this Deed of Trust. Such amounts shall be
payable upon notice from Lender to Grarrtor requestirrg paymerrt thereof, arrd Lender may brirrg suit
to collect any amounts so disbursed plus interest specified in Section 2(b) above. Nothirrg corrtained
in this Sectiorr 9 shall require Lender to irrcur any expense or take arry actiorr hereunder.
10. Inspection. Lender may make or cause to be made reasonable entries upon, and
inspection of, the Property; provided, however, that Lender shall give Grantor notice prior to any
such physical entry or inspection specifying reasonable cause therefor related to Lender's interest in
the Propetty.
1 I. Condemnation. The proceeds of any award or claim for damages, direct or
consequential, in connection with arry condemnation or other taking of the Property, or part thereof.
or for conveyance in lieu of condemnation, are hereby assigned arrd shall be paid to Lender as herein
provided.
In the event of a total taking of the Land and/or the Improvements constructed thereon
and/or the Water Rights (collectively, the "Real Property"), the proceeds shall be applied to the sums
secured by this Deed of Trust, with the excess, if any, paid to Grantor. In the event of a partial taking
of the Real Property, the proceeds remaining after taking out any part of the award due any prior lien
holder shall be divided between Lender and Grantor, in the same ratio as the amount of the sums
secured by this Deed of Trust immediately prior to the date of taking bears to Grantor's equity in the
Real Property immediately prior to the date of taking. As used in the preceding sentence, "Grantor's
equity in the Real Property" shall mean the fair market value of the Real Property less the amount of
swns secured by this Deed of Trust, at the value immediately prior to the date of taking.
If the Real Property is abandoned by Grantor, or if, after notice by Lender to Grantor that the
condemnor offers to make an award or settle a claim for damages, Grantor fails to respond to Lender
within thirty (30) days after the date such notice is given, Lender is authorized to collect and apply
the proceeds, at Lender's option, either to restoration or repair of the Real Property or to the sums
secured by this Deed of Trust. Any such application of proceeds to principal shall not extend or
postpone the due date of the installments referred to in Section 4 above nor change the amount of
such installments.
12. Grantor Not Released. Extension of the time for payment of the sums secured by
this Deed of Trust granted by Lender to any successor in interest of Grantor shall not operate to
release, in any manner, the liability of the original Grantor, nor Grantor's successors in interest, from
the original tenus of this Deed of Trust. Lender shall not be required to commence proceedings
against such successor or refuse to extend time for payment or otherwise modifY amortization of the
sums secured by this Deed of Trust by reason of any demand made by the original Grantor nor
Grantor
1
s successors in interest.
13. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising
any right or remedy hereunder, or otherwise afforded by law, shall not be a waiver or preclude the
exercise of any such right or remedy.
14. Remedies Cumulative. Each remedy provided in the Note and this Deed of Trust is
distinct from and cumulative to all other rights or remedies under the Note and this Deed of Trust or
afforded by law or equity, and may be exercised concurrently, independently or successively.
EN 97,287,902v2 8 ~ 1 1 - 1 0
6
15. Successors and Assigns Bound; Joint and Several Liabjljty; Captions. The
covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the
respective successors and assigns of Lender and Grantor, subject to the provisions of Section 23
below. All covenants and agreements of Grantor shall be joint and several. The captions and
headings of the paragraphs in this Deed of Trust are for convenience only and are not to be used to
interpret or define the provisions hereof.
16. Notice. Except for any notice required by law to be given in another manner, (a) any
notice to Grantor provided for in this Deed of Trust shall be in writing and shall be given and be
effective upon either: (i) the day of personal delivery to Grantor; (ii) one (I) day after deposit with a
reputable national overnight delivery service (e.g. FedEx); or (iii) three (3) days after mailing such
notice by first-class U.S. mail, addressed to Grantor at 97 main St. Suite E202, Edwards CO 81632,
Attn: Monica Borsch, or at such other address as Grantor may designate by notice to Lender as
provided herein, and (b) any notice to Lender shall be in writing and shall be given and be effective
upon (i) personal delivery to Lender; (ii) one(!) day after deposit with a reputable national overnight
delivery service (e.g. FedEx); or (iii) three (3) days after mailing such notice by first-class U.S. mail,
to Lender at Lender's offices at 1240 Mayacama Club Drive, Santa Rosa, California 95403, or to
such other address as Lender may designate by notice to Grantor as provided herein.
17. Governing Law; Severability. This Deed of Trust shall be governed by the law of
Colorado. In the event that any provision or clause of this Deed of Trust conflicts with the law, such
conflict shall not affect other provisions of this Deed of Trust which can be given effect without the
conflicting provision, and to this end the provisions oftbe Deed ofTrnst are declared to be severable.
18. Acceleration; Foreclosure; Other Remedies. Except as provided in Section 23
below, upon: (a) Grantor's breach of any covenant or agreement of Grantor in this Deed of Trust, or
(b) a default under the terms of the Note or any of the other loan documents by Grantor, and after the
expiration of all cure periods, all of the sums secured by this Deed of Trust shall be immediately due
and payable ("Acceleration"). To exercise this option, Lender may invoke the power of sale and any
other remedies permitted by law, Lender shall be entitled to collect all reasonable costs and expenses
incurred in pursuing the remedies provided in this Deed of Trust, including, but not limited to,
reasonable attorney's fees.
lf Lender invokes the power of sale established hereby, Lender shall give written notice to
Trustee of such election. Trustee shall give such notice to Grantor of Grantor's rights as is provided
by law, and Trustee shall record a copy of such notice as required by law. Trustee shall comply with
the statutory requirements for foreclosure and, after the lapse of such time as may be required by law,
Trustee, without demand on Grantor, shall sell the Property at public auction to the highest bidder for
cash in one or more parcels as Trustee may think best and in such order as Trustee may determine.
Lender or Lender's designee may purchase the Property at any sale. It shall not be obligatory upon
the purchaser at any such sale to see to the application ofthe purchase money.
Trustee shall apply the proceeds of the sale in the following order: (a) to all reasonable costs
and expenses of the sale, including, but not limited to, reasonable Trustee's and attorney's fees and
costs of title evidence; (b) to all sums secured by this Deed of Trust; and (c) the excess, if any, to the
person or persons legally entitled thereto.
19. Grantor's Right to Cure Default. Whenever foreclosure is commenced for
nonpayment of any sums due hereunder, the owners of the Property or parties liable hereon shall be
EN 97.287,902v2 81110
7
entitled to cure said defaults by paying all delinquent principal and interest payments due as of the
date of cure, costs, expenses, late charges, attorney's fees and other fees all in the manner provided by
law. Upon such payment, this Deed of Trust and the obligations secured hereby shall remain in full
force and effect as though no Acceleration had occurred, and the foreclosure proceedings shall be
discontinued.
20. Assignment of Rents; Appointment of Receiver; Lender in Possession. As
additional security hereunder, Grantor hereby assigns to Lender the rents of the Property; however,
Grantor shall, prior to Acceleration under Section 18 above or abandonment of the Property, have the
right to collect and retain such rents as they become due and payable.
Lender or the holder of the Trustee's certificate of purchase shall be entitled to a receiver for
!he Property after Acceleration under Section 18, and shall also be so entitled during the time covered
by foreclosure proceedings and the period of redemption, if any; and shall be entitled thereto as a
matter of right without regard to the solvency or insolvency of Grantor or of the then owner of the
Property, and without regard to the value thereof. Such receiver may be appointed by any Comt of
competent jurisdiction upon ex parte application and without notice - notice being hereby expressly
waived.
Upon Acceleration pursuant to the provisions of this Deed of Trust, or abandonment of the
Property, Lender, in person, by agent or by judicially-appointed receiver, shall be entitled to enter
upon, take possession of and manage the Property and to collect the rents of the Prope1ty including
those past due. All rents collected by Lender or the receiver shall be applied, first, to payment of the
costs of preservation and management oftl1e Prope1ty, second, to payments due upon prior liens, and
then to the sums secured by this Deed of Trust. Lender and tbe receiver shall be liable to account
only for those rents actually received.
21. Release. If all of the secured indebtedness is paid as the same becomes due and
payable and all of the covenants, warranties, undertakings and agreements of Grantor in this
Deed of Trust are kept and performed, and all obligations, if any, of Lender for further advances
have been terminated, then, and only then, all rights under this Deed of Trust shall terminate
(except to the extent expressly provided herein with respect to indemnifications and other rights
which are to continue following the release hereof), and the Mortgaged Property shall become
wholly released of the liens, security interests, conveyances and assigmnents evidenced hereby,
and such liens and security interests shall be released by Lender in due form at Grantor's cost.
Without limitation, all provisions herein for indemnity of Lender or Trustee shall survive
discharge of the secured indebtedness and any fmeclosure, release or tennination of this Deed of
Trust.
22. Waiver of Exemptions. Grantor hereby waives, to tl1e maximum extent permissible
under applicable law, any grantor or borrower exemption in the Property under state or federal law
presently existing or hereafter enacted.
23. Transfer of the Property; Assumption. The following events shall be referred to
herein as a "Transfer": (i) a transfer or conveyance of title (or any portion thereof, legal or equitable)
of the Property (or any part thereof or interest therein); (ii) the execution of a contract or agreement
creating a right to title (or any portion thereof, legal or equitable) in the Property (or any part thereof
or interest therein); (iii) an agreement granting a possessory right in the Property (or any portion
thereof), in excess of one (I) year. Not to be included as a Transfer is the creation of a lien or
EN97,2B7.902v2 B-11-10
8
encumbrance subordinate to this Deed of Trust. At the election of Lender, in the event of each and
every Transfer:
(a) All sums secured by this Deed of Trust shall become immediately due and
payable ("Acceleration").
(b) If a Transfer occurs and should Lender not exercise Lender's option of
Acceleration, the transferee ("Transferee") shall be deemed to have assumed all of the
obligations of Grantor under this Deed of Tmst including all sums secured hereby whether or
not the instrument evidencing such conveyance, contract or grant expressly so provides. This
covenant shail run with the Property and remain in full force and effect until said sums are
paid in full. Lender may without notice to Grantor deal with Transferee in the same manner
as with Grantor with reference to said sums including the payment or credit to Transferee of
undisbursed reserve Funds on payment in full of said sums, without in any way altering or
discharging the Grantor's liability hereunder for the obligations hereby secured.
(c) Should Lender not impose Acceleration upon the occurrence of such Transfer
then, subject to subsection (b) above, the mere fact of a lapse of time or the acceptance of
payment subsequent to any of such events, whether or not Lender had actual or constructive
notice of such Transfer, shall not be deemed a waiver of Lender's right to make such election
nor shall Lender be estopped therefrom by virtue thereof. The issuance on behalf of the
Lender of a routine statement showing the status of the loan, whether or not Lender had
actual or constructive notice of such Transfer, shall not be a waiver or estoppel of Lender's
said rights.
24. Leases and Rents. Grantor does hereby absolutely and unconditionally assign to
Lender all of Grantor's right, title and interest in all current and future leases and Rents, it being
intended by Grantor that this assignment constitutes a present, absolute assignment and not an
assignment for additional security only. Such assignment shall not be construed to bind Lender to
the performance of any of the covenants or provisions contained in any Lease or otherwise impose
any obligation upon Lender prior to such time as Lender or Lender's agent enters upon the Propet1y
to collect the Rents. Nevertheless, subject to the terms of this paragraph, Lender grants to Grantor a
revocable license to collect any Rents prior to a default by Grantor hereunder or under the Note.
Upon, and during the continuance of, an event of default hereunder or under the Note, without the
need for notice or demand, the license to collect the Rents granted to Grantor herein shall
automatically be revoked, and Lender shall immediately be entitled to all Rents collected thereafter
(including Rents past due and unpaid), whether or not Lender enters upon or takes control of the
Propetty. Grantor hereby grants and assigns to Lender the right, at its option, upon revocation of the
license granted herein, to enter upon the Property in person, by agent or by court appointed receiver
to collect the Rents. Any Rents collected after the revocation of such license may be applied toward
repayment of the Loan in such priority and proportions as Lender in its sole discretion shall deem
proper.
25. Security Agreement. This Deed of Trust is both a real property Deed of Trust and a
"security agreement" within the meaning of the UCC. The Property includes both real and personal
property and all other rights and interests, whether tangible or intangible in nature, of Grantor in the
Property. Grantor by executing and delivering this Deed of Trust has granted and hereby grants to
Lender, as security for the obligations referenced in Section 2 above, a security interest in the
Property to the full extent that the Property may be subject to the UCC (such portion of the Propet1y
EN 97,287,902v2 8-11-10
9
so subject to the UCC being called in this Section 25 the "Collateral"). This Deed of Trust shall also
constitute a "fixture filing" for the purposes of the UCC. As such. this Deed of Trust covers all items
of the Collateral that are or are to become fixtures. Information concerning the security interest
herein granted may be obtained from the parties at the addresses of the parties set forth in the first
paragraph of this Deed of Trust. If a default shall occur hereunder or under the Note and be
continuing, Lender, in addition to any other rights and remedies which it may have, shall have and
may exercise immediately and without demand, any and all rights and remedies granted to a secured
party upon default under the UCC, including, without limiting the generality of the foregoing, the
right to take possession of the Collateral or any part thereof, and to take such other measures as
Lender may deem necessary for the care, protection and preservation of the Collateral. Upon request
or demand of Lender, Grantor shall at its expense assemble the Collateral and make it available to
Lender at a convenient place acceptable to Lender. Grantor shall pay to Lender on demand any and
all reasonable out-of-pocket expenses, including reasonable attorueys' fees and disbursements,
incurred or paid by Lender in protecting the interest in the Collateral and in enforcing the rights
hereunder with respect to the Collateral. Any notice of sale, disposition or other intended action by
Lender with respect to the Collateral, sent to Grantor in accordance with the provisions hereof at least
ten (I 0) days prior to such action, shall constitute commercially reasonable notice to Gtantor. The
proceeds of any disposition of the Collateral, or any part thereof, may be applied by Lender to the
payment of the Debt in such priority and proportions as Lender in its sole disctetion shall deem
proper. In the event of any change in name, identity or structure of Grantor, Grantor shall notify
Lender thereof and promptly after request shall execute, file and record such UCC forms as are
necessary to maintain the priority of Lender's lien upon and security interest in the Collateral, and
shall pay all expenses and fees in connection with the filing and recording thereof. Jf Lender shall
require the filing or recording of additional UCC forms or continuation statements, Grantor shall,
promptly after request, execute, file and record such UCC forms or continuation statements as
Lender shall deem necessary, and shall pay all expenses and fees in connection with the filing and
recording thereof.
(Remainder of Page Intentionally Left Blank)
EN 97,287,902v2 81110
10
IN WITNESS WHEREOF, the undersigned have caused this Deed of Trust to be executed as
of this ll'h day of August, 2010, but to be effective as of the date first written above.
EN 97,287,902v2 8-11-10
GRANTOR:
CORDILLERA GOLF CLUB, LLC,
a Delaware limited liability company
By:
ud!IL
Name:
Its: eces;; &{'..d- i Hcu.t M{'.J\ler
v \j
CORDILLERA GOLF HOLDINGS, LLC, a
___ limited liability company
WFP CORDILLERA, LLC, a tJ., f{<-<-11 ci..{'C
limited liability company
(Acknowledgments on Following Pages)
II
STATE OF COLORADO )
)ss,
COUNTY OF

__ )
(k}.g The acknowledged before me this jJ.._ day of August, 2010, by __
tr.k!lxJ.helM, as I"IILStdw.k , of CORDILLERA GOLF CLUB, LLC, a Delaware limited
liability company, on behalf of the company.
Witness my hand and official seaL
My commission expires: 1"2-h2j7pl0
STATE OF COLORADO
COUNTY OF
)
)ss.
)
The forego in 'nstrument was acknowledged before me .this .1'2... day of Aug.ust, 20 I 0, by __
. ddflt iJ&lM, as , of CORDILLERA GOLF HOLDINGS, LLC, a Waculi#-
Iimited liability company, on behalf of the company.
Witness my hand and official seaL
My commission expires: 'ZC> !D
STATE OF COLORADO )
)ss.
COUNTY OF
e , The instrwnent was acknowledged before me this !'2. d:j of August, 20 I 0, by __ _
;'ciQu::.k.Wt , ofWFP CORDILLERA, LLC, a I.!Vt1.wAIU- limited liability
company, on behalf of the company, - ..
Witness my hand and official seaL
My commission expires: (1" [1 -W/0
EN 97,287,902v2 8-11-10
12
EXIDBlTA
Legal Description
EN 97,287,902v2 8-11-10DEN 97,287,902v2 B-11-10 A-1
SCHEDULE A
LEGAL DESCRIPTION
Parcel I (fee simple):
TRACT A,
CORDILLERA SUBDIVISION FILING NO, 14 THE CLUB COTTAGES, A RESUBDIVISIO
OF TRACTS B AND B-1, CORDILLERA SUBDIVISION FlUNG NO.7,
According to the Amended Plat recorded October 18, 1994 in Book 652 at Page 841 as Recepti<
No. 548878.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 2 (fee simple):
Parcels L-1 and L-2,
BEAR CAT AT THE RANCH AT CORDILLERA,
CORDILLERA SUBDlVISION, FILING NO. 12,
According to the plat recorded August 30, 1994 in Book 648 at Page 856 as Reception No. 5448
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 3 (fee simple):
Parcel L-3,
CORD ILLER/\ SUBDIVISION, FILING NO. 28,
According to the Plat recorded June 9, 1997 in Book 728 at Page 915 as Reception No. 624877.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 4 (fee simple):
TractS,
CORDILLERA SUBDIVISION, FILING NO. 8,
According to the plat recorded June 24, 1993 in Book 6!2 at Page 307 as Reception No. 508384.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 5 (fee simple):
Tracts T I, T2 and TJ,
CORDILLERA SUBDIVISION, FILING NO. 10, TRACT T
A RESUDIVISION Of TRACT T
According to the plat recorded December 17, 2004 as Reception No. 900959.
COUNTY Of EAGLE
STATE OF COLORADO
Parcel 6 (fee simple):
Parcels W-1, W-2 and W-4,
CORDILLERA SUBDIVISION, FILING NO. 41
according to the plat recorded June 19, 2000 as Reception No. 732428
COUNTY Of EAGLE
STATE OF COLORADO
Parcel 7 (fee simple):
Parcel W-3,
CORDILLERA SUBDNISION, FILING NO. 36, BLOCK I, LOT 26,
according to the plat recorded December 5, 2001 as Reception No. 778130
COUNTY OF EAGLE
STATE Of COLORADO
Parcel 8 (fee simple}:
Tract P,
CORDILLERA SUBDIVISION, FILING NO. 41
according to the plat recorded June 19, 2000 as Reception No. 732428
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 9 (easement):
Tract Y,
CORDILLERA SUBDNISION, FILING NO. 41
according to the plat recorded June 19, 2000 as Reception No. 732428
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 10 (fee simple):
Tract B,
CORDILLERA SUBD!VTSlON, FlUNG NO. 37,
according to the pint recorded February 8, 2000 as Reception No. 722159.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 11 (fee simple):
Tract R-1,
CORDILLERA SUBDIVlSlON, FILlNG NO. 44,
according to the plat recorded January JJ, 2004 as Reception No. 864906.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 12 (fee simple):
Tract B,
CORDILLERA. SUBDMS!ON, FILING NO. 27
According to the Plat recorded June 9, 1997 in Book 728 at Page 914 as Reception No. 624876 and
the Correction Plat recorded May 26, 1998 as Reception No. 657679.
COUNTY OF EAGLE
STATE OF COLORADO.
Parcel 13 (easement):
An easement estate as described in Warranty Deed recorded February 2, 2004 as Reception No.
866472, described as follows:
A pennanent utility and access easement Df varying width lying within and north of the right-of-way
of Colorado State Highway 6 along the following described perimeter located in the Southeost
Quarter of Section 36, T 4 S, R 83 W of the 6th P.M., with all bearings based on the Final Plat of St
Claire of Assisi Parish according to the Plat thereof as Recorded on October 29, 1996 in the office
of the Eagle County Clerk and Recorder, Eagle County, Colorado at Book 709, Page 965 at
Reception No. 605945, and with the perimeter of said easemen being more particularjy described
as follows:
Commencing at a found CDOT-R.O.W. Monument on the south of State Highway 6,
at station 1630+()0, being a brass cap set in concrete, from which a similar CDOT-R.O.W.
Monument at station 1611+00 bearsS, 57" 55' I 1" E. 1900.00 feet,
thence along ;;aid sourh right-of-wayS. 5755' II" E. ! 7.41 feet to the Point of Beginning;
thence departing said south right-of-way the following five (5) course:;:
I) N. 30 51' 25" E. 11.10 feet;
2) N. 14 20' 44" E. 79.91 feel;
3) N. 57" 55' I I" W. 106. II feet;
4) Along a curve to the right having an arc length of 211 .. 91 feet, aradius of 5693.00 feet and a
central angle of 2 07' 58" with a chord bearing and distance ofN. 56 51' 12" W. 211.90 feet;
5) N. 26 01' 30" E. 13.13 feet; to the nonh right-of-way of said State Highway 6;
Thence along said north right-of-way, along a curve to the right, having an arc length of 83.73 feet,
a radius of 5680.00 feet and a central angle of 0" SO' 41" with a chord bearing and Jistance of N 55
20' 45" W. 83.73 feet;
thence departing said right-Df-way the following thhteen ( 13) courses:
I) N. 35o 00' 00" E. 62.84 feet;
2) N. 55 00' 00" W. 20.00 feet;
3) N. 35 00' 00" E. 50.00 feet;
4) S. 55 00' 00" E. 93.00 feet;
5) S. 35 00' 00" W. 78.00 feet;
6) S. 5 I o 44' 40" E. 25.83 feet;
7) S. 26 01' 30" W. 14.13 feet;
8) S. 54 21' 29" E. 54.31 feet;
9) S. 00 00' 00" E. 3.82 feet;
JO) S. 55 38' 28" E. 135.03 feet;
ll) S. 57" 55' ll"E. 123.14feet;
12) S. !4 20' 44" W. 98.80 feet;
13) S. 20 51' 25" W. 16.21 feet to the south right-of-way of said State Highway 6;
thence along said south N. 57" 55' lO" W. 20.39 feet to the Point of Beginning.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel14 (fee simple):
Tract],
CORDILLERA VALLEY CLUB FU.,ING NO. 1
According to the plat thereof recorded August 29, 1995 in Book 674 3t Pnge 807 <J.S RecepJion No.
570822.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 15 (fee simple):
Tracts I and H,
CORDilLERA VALLEY CLUB FU.,ING NO. 9, LEGACY TRAli.
According to the plat thereof recorded July 15, 1998 as Reception No. 654885,
COUNTY OF EAGLE
STATE OF COLORADO
and
Tract R,
CORDILLERA VALLEY CLUB FILING NO. 9, LEGACY TRAli., TRACT R,
According to the plat recorded May 4, 1998 as Reception No. 654885 and the correction plat
recorded May 20, 2004 as Reception No. 877949.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 16 (fee simple):
Tract B,
CORDILLERA SUBDIVISION FILING NO. 16,
According to the final plat recorded August 19, 1994 in Book 648 at Page 202 ns Reception No
544243 and correction plat recorded November 21, 1994 in Book 655 at Page 562 as Reception
551596.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 17 (easement):
An easement for the purpose of constructing, installing, using maintaining, repairing and rep lac
from time to time the golf course related improvements as granted and delineated in that Easem
Agreement recorded December 18, 2003 as Reception No. 86240 I and re-recorded November (
2006 as Reception No. 200630398.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 18 (fee simple):
Kensington Green Par 3 Maintenance Facility Lot,
CORDILLERA SUBDIVISION FILING NO. 31,
According to the correction plat recorded September 8, 1998 as Reception No. 668666.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel 19 (fee simple):
Tract A,
CORDILLERA SUBDIVISION FILING NO. 31,
According to the correction plat remrded September 8, 1998 as Reception No. 668666.
Parcel 20 (easement):
Non-eXclusive e a s e m e ~ t for access and use over those portions of the Common Area reasonable
necessary to the operatiOn, maintenance, repair and replacement of the golf course.
Non-exclusive easement for overs pray of water from any irrigation system serving the golf coun
Easement of access for the purpose of retrieving golf balls from bodies of water withi'n th C
<\ 1 h. e om1
, rea ymg w1t m range of golf balls hit from the golf course.
All as granted and delineated in Article 13 5 (b) (cJ and (d) of that Decla t' f c
. . . . . ra Ion o ovenauts,
Cond1trons, and Restnctwns for Cordillera Community Association recorded June 29. Jqq) in R
Parcel 21 (easement):
Non-exclusive easement for access and use over those portions of the
necessary to the operation, maintenance, repair and replacement of the
Non-exclusive easement for overspray of water from any irrigation sy
Easement of access for the purpose of retrieving golf balls from borlie
Area lying within range of golf balls hit from the golf course.
All as granted and delineated in Article 13.5 (b) (c) and (d) of that Cer
Amended and Restated Declaration of Covenants, Conditions and Res
recorded May 12, 1993 in Book 608 at Page 785 as Reception No. 50L
Parcel 22 (easement):
Non-exclusive easement for access and use over those portions of the
necessary to the operation, maintenance, repair and replacement of the
Non-exclusive easement for overspray of water from any irrigation s y ~
Easement for the purpose of blending the grading of the golf course an
the clubhouse) with such Lots and Common Area and for grass soddin
borders of the golf course and related areas.
All as granted and delineated in Sections 8.12.2, 8.12.3 and 8.12.4 oft
Conditions and Restrictions and Easements of B!ackhorse at Cordiller:
as Reception No. 771735.
COUNTY OF EAGLE
STATE OF COLORADO
EN 97,287,902v2 B-11-10
EXHIBITB
Water Rights
B-1
EXHIBIT B
VALLEY COURSE WATER RIGHTS
I Th e watern
s . c kd
ts on :ipnng ree escn as rollows:
I
Appropriation
I
Adjudication
Structure Amount Date
I
Date
Groff Ditch 0.3 c.f.s. 4/30/1685
I
12/17/1889
Groff Ditch 6. i c.f.s.
I
9/9/1889 12/4 7/1889
I
Groff Ditch-
I
Cottonwood 1.0 c.f.s. 7/13/1990 12/31/1991
Enlargement
I
Said two Groff Ditch water r)ghts ar<;; subject to the terms and limitations of the change
decree in Case No. 91-CW-034, including, but not limited to, the provisions of paragraphs
5, 6, and 7 of said decree. Said water rights are summarized in Appendix A hereto.
2. The water rights on BurrriBon Creek (a/Ida Beard Creek) and on Deadhorse Gulch
described as follows:
Appropriation Adjudication
Structure Amount

Date
Root Ditch 1.5 c.f.s. 6/21/1901 6/4/1917
Root Ditch-
Reynolds 1.0 c.f.s, 7/2711973 12!31/1982
Enlargement
Said water rights are subject to the terms and limitations of t"le change decree in Case No.
91-CW-034, including, but not limited to, the provisions of paragrapt>s 5, 6 and 7 of said
decree. Said water rights are summarized in Appendix A hereto.
3. Those absolute and conditional water rights d=eed to Cordillera Valley Club Golf
Coun:e Pond No. 1, Cordillera Valley Club Golf Course Pond No. 2, Cordillera VaHey Club
Golf Course Pond No.3, Cordillera VaHey Club Golf Course Pond No. 4, and Cordillera
Valley Club Golf Course Pond No.5, in Case No. S1-CW-033, on December 8, i982, by
the District Court in and for Water Dhrision No.5, State of Colorado. The decree tor said
water rights is summarized in Appendix B.
4. That conditional water rigbt de=ed to the Cottonwood Pump and Pipeline, in Case
No. 91-CW-033, on December 8, 1992, by the District Court in and tor Water Division No. 5,
State of Colorado. The decree tor said water right is summarized in Appendix C.
Agreement, amongst Cordiliera Valley Club Investors Limited Partnership,

B-l
Black Bear Properties, LLC, JMCG Colorado, LLC, and Academy Woods, Ltd., tor
construction and use of water teatunes located on Lots 2, 5, and 6, Timber Springs,
recorded July 28, 2008 as Reception No. 200815928.
6. Agreement, between Cordillera Valiey Club \rrvestors Umited Partnership and
Summit Investments, LLC, for construction and use of water feature IDeated on Lot 1,
Timber Springs, recorded September 24, 2008 as Reception No. 200820542.
7. All of the water, totaling 65 acre-feet, under United States Department of the
Interior Water Service Contract No. 3-07-50-W0903, dated November 30, 1992, tor the
delivery of water tram Green Mountain Reservoir.
8. The plan for augmentation decreed in Case No. 91-CVV-33.
B-2
APPEND!X A
GROFF DfTCH AND ROOT DITCH WATER RIGHTS
The water right decreed to the Groff Ditch-Cottonwood Enlargement in Case No.
S1-CW-33 on December 8, 1992, and the water rights in the Groff Ditch and the Root Ditch
and the Root Ditch-Reynolds Enlargement changed by the decree entered on December 8,
')092. c N 1 CW-O:>A . d . .. I t II
In ase 0. 1.> - ..... l are summanze ror mmrmauona purposes as o ovvs:
Stmcture
Groff Ditch-Cottonwood
E.rliargement
(Upper Groff Ditch)
Groff Ditch
(Lower Groff Ditch)
Groff Ditch
(Lower Groff Ditch)
Root Ditch
Root Ditch-Reynolds
Enlargement
I
Amount
1.0 c.f.s.

I
I
6.1 c.f.s.
0.3 c.t.s.
1 .6 c.f.s.
1.0 c.f.s.
Appropriation
I
Adjudication
Date Date
7/13/1990 12/31/1991
9/9/1889 12/17/1889
4/30/1885 12/17/1889
6/21/1901 61411917
7/27/1973
a. The water rights, other than the Groff Ditch-Cottonwood Enlargement,
were historicalty used to irrigate approximately 77 acres of land located in Sections 31 and
32, Township 4 South, Range 82 West of the 6th P.M., Eagle County, Colorado.
b. The head gate of the Groff Ditch is located on the East bank of
Creek at a point in theSE Y. of Section 36, Township 4 South, Range 83 West of the 6
P.M., Vl.thence the quarter section corner between Sections 31 and 35, Township 4 South,
Range 83 West, bears N.6CJ
0
30' E. 951.5 feet.
c. The headgate of the Groff Ditch-Cottonwood is located
on the East bank of Spring Creek in the NE Y. NE Y. of Section 36, Township 4 South,
Range 83 West of the 6th P.M., whence the E Y. corner of said Section 36 bears S.3c30'E,
2145 teet.
d. The headgate of the Root Ditch is located on the West bank of
Burnison Creek at a point whence the SW corner of Section 32, Township 4 South, Range
82 West of the 6\b P.M. bears S.4745'W. 2500 feet.
48-9776.1
B-3
Appendix A
Page 2
Groff Ditch and Root Ditch Water Rights
a. The point of diversion of the Root Ditch-Reynold Enlargement is
located on Deadhorse Gulch at the point where the Root Drtch crosses Deadhorse Gulch in
the SW Y< SW Y. of Section 32. Township 4 South, Range 82 West of the 6"' P.M., at a
point whence the SW comer of Section 32 bearsS. 29"39'28" W. 1421 .5 feet
f. Under the decree in Case No. 91-CW-034, dated DEi>cemberS, 1992:
(1) The Groff Ditch-Cottonwood Enlargement point of diversion
was added as an alternate. point of diversion for the Groff Ditch.
(2) The Groff Dtich, Root Ditch, and Root Drtch-Reynolds
Enlargement \Nater rights were decreed for golf course and landscape
storage and irrigation purposes on 77 acres of tand located within Sections
31 and 32, Towrtship 4 South, Range 82 \Nest of the 6"' P.M., more
particularly described in Exhibit A attached to the decree.
(3) Applicant agreed not to exercise these rights in such a manner
as to call, or cause an administrative call to be placed upon the 8umison
Ditch (Priority No. 112) or the Bumison Drtch No. 2 (Priority No. 111) as
decreed by the Eagle County District Court in Civil Action No. 294 entered on
June 29, 1894.
( 4) Appficant further agreed to abandon the Groff Ditch Priolii:ies
Nos. 334 ami 337 decreed by the Eagle County District Court in Civil Actions
Nos. 669 and 675, respectively.
g. By the decree entered by the District Court, in and for Water Division
No. 5, State of Colorado, on May 23, 1999, in Case No. 98CW249, the water right decreed
to Grofi ditch-Cottonwood Enlargement was continued as conditionaL
h. Under the decree entered in Case No. D5-CW-D95, dated August 25,
2006, the following water.rights were made absolute:
(1) 0.6 of the 1.0 c.Ls. decreed conditional to the Groff Ditch-
Cottonwood Enlargement for irrigation use; and
(2) 0.93 of the 1.0 c.f.s. originaliy decreed conditional to the Groff
Ditch-Cottonwood Enlargement for recreation and piscatorial uses;
SDCA_'f41l9776.1
B-4
Appendix A Page 3
Groff Ditch and Root Ditch Water Rights
--------------------
h_ Under the decree entered in Case No_ 05-CW-95, the following water
rights were continued as ccmditional:
(1) 0.2 c.f.s. of the 1 .0 c.f.s. decreed conditional tc the Groff Ditch-
Cottonwood Enlargement for irrigation use; and
(2) 0.07 of the i .0 c.f.s. originally decreed conditior:al to the Groff
Ditch-Cottonwood Enlargement for recreation and piscatorial uses;
The month for filing the next application for f1nding of reasonable diligence is August,
2012.
SDCA_ 1
B-5
APPEND!XB
CORDILLERA VALLEY CLUB GOLF COURSE PONDS NOS. 1 THROUGH 5
Condif1onal water storage rights were decreed by the District Court in and for Water
Division No. 5, Colorado in Case No. 01-CW-033, on December 8, 19g2, torthe Cortiillera
Valley Club Golf Course Ponds Nos. 1, 2, 3, 4, and 5, summarized for informational
purposes es follows:
SD::/f,_ '1489777. ~
A. Legal Descriptions and Amounts:
1.. Golf Course Pond No. 1, decreed 6.0 acre feet, conditional, is located in
the NWY, SW'/. of Section 31, T. 4 S., R. 82 W. of the 6th P .lv\., whence
the SW corner of said Section 31 bears S. i 4 ' 45' W. i ,600 feet.
2. Golf Course Pond No. 2, decreed 2.0 acre feet, conditiorml, is located in
t'>e SEY, NWY. of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whence
the WY. comer of said Section 31 bears S. T7 ' 45' W. 2,270 feet.
3. Golf Course Pond No. 3, decreed 6.0 acre feel, conditional, is located in
the NWY. SEY< of Section 31, T. 4 S., R. 82 W. of the 5th P.M., whence
t'le S% corner of said Section 31 bears S. 29 30' W. 2,060 feat.
4. Golf Course Pond No.4, decreed 20.0 aore feet, conditional, is located in
the SW% SE% of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whence
the S)/, comer Gf said Section 3i bears S. 57 ' i 5' VV. i ,520 teet.
5. Golf Course Pond No.5, decreed 4.0 acre feel conditional, is located in
tine SWY, SWY, of Section 32, T. 4 S., R. 82 W. of the 6th P.M., whence
the SW comer of said Section 32 bears S. 48 o W. 1 ,300 teet.
B. Uses: lrrigatior., recreation and piscatorial uses.
C. Date of initiation of appropriation: July 13, 1900.
D. The sources of the Golf Course Ponds Nos. 1 through 5, inclusive, are:
Spring Creek via the Groff Ditch- Cottonwood Enlargement (i cfs); Bumison
Creek via the Root Ditch (i .6 cfs) decreed in Eagle County District Court,
Civil Action No. 687; Deadhorse Gulch \ ~ a the Root Dltc'n - Reynolds
Enlargement (1 cts) decreed in Case No. 82CW341; and the Eagle River via
the Cottonwood Pump and Pipeline (2 cfs).
B-5
Appendix B
CVC Golf Course Ponds Nos. 1 through 5
SDCA_14897TJ' .1
E. Each of the said reservoirs shall be constructed by means of embankment of
less than ten feet in height.
F. By the decree entered by the District Court, in and for Water Division No. 5,
State of Colorado, on May.23, 1999, in Case No. 98CW249, the water lights
decreed to Golf Course Pond Nos. 1 through 5, inclusive, were continued as
conditional.
G. Portions of the above-described water rights were made absolute, and the
remainder continued as conditional, by the decree entered by the Districi
Court, in and for Water Division No. 5, Colorado, on August 24, 2006, in
Case No.05-CW-095, as follows:
H.
1. Gotf Course Pond r.lo. 1 has been constructed and for
storage of water and subsequently used for irrigation, recreation, and
piscatorial uses at the Cordillera Valley Club golf course
(a) Description of portion of condmorml water right hereby made
absolute:
(i) Date water rights applied to beneficial use: June
i, 1993.
(ii) Amount made absolute: 6.0 acre-feet.
(iii) Uses: lnrigaiion, recreation and piscatorial uses.
The month for filing the ne>.i application for a finding of reasonable diligence
is August 2012.
B-7
APPENDKX C
SURFACE WATER RIGHT DECREED TO COTTONWOOD PUMP AND P!PEUNE
A conditional surtacewaterrightwasdecreedto the Cottonwood Pump and Pipeline
in Case No. 91 CW033, on December 8, i 992 is summarized tor infonmationa! purposes
as follows:
a. Legal description: The headgate is locaied at a point on the north bank of
the Eagle River in me SWY. SWY. of Section 31, T. 4 S., R. 82 W. of me 6th P.M. whence the
SW comer of said Secf1on 31 bearsS. 5 "W. 500 feel.
b. Date of initiation of appropriation: July 13, 1990.
c. Amount decreed: 2.0 tis, conditional.
d. Uses: Irrigation, recreation and piscatorial uses.
e. Source: Eagle River.
f. By the decree entered by the District Court, in and for Water Division
No.5, State of Colorado, on May23, 1999, in Case No. 98CW249, the water right decreed
to Cottonwood Pump and Pipeline was continued as conditional.
g. By the decree entered by the District Court, in and for Vvater Division
No. 5, State of Colorado, on August 24, 2006, in Case No. 05CW95, the water right
decreed to Cottonwood Pump and Pipeline was continued as conditional for all originally
decreed purposes, and the month. for filing the next application for finding of reasonable
diligence is August, 2012.
C;\OOGUUE-1\KWfTTDRF\L00A.LS.-1\I-..-.MP\N::TRrGKnPRINTI.1489T7B _ l.DOC

B-8
SUMMIT COURSE, MOUI'\iAIN COURSE AND SHORT CO\JRS!L WATER RIGHTS
l. Those certain conditional storage water rights decreed in Case No. 91-CW-075 on
lfu<llar)' 3, 1992, by the District Court in and for Water Division No.5, State of Colorado, for the
Golf Course Ponds Nos. 1 through 6, inciusive, which water rights are s=acized on Appendix _A_
2. Those conditional water rigb.ts decreed to Stag Gulch Diversion Point No. 1, Stag
Gulch Diversion Point No. 2, Stag Gulch Diversion Point No. 3, Stag Gulch Diversion Point No. 4,
and Stag Gulch Diversion Point No. 5, in Case No. 91-CW-076, on lanUar)' 3, 1992, by the District
Court in and for Water Division No. 5, State of Colorado. rne decree for said water rights is
s=;llzed in Appendix B hereto.
3. The water right decreed to SCR_ Diversion Poi..'l.t No. 2"' SCR Diversion Paint No. 3)
SCR Diversion Point No.4, SCR Diversion Point No.5, and SCR Diversion Point No.6 (the
Grnharr Ditch headgate) in Case No. S\lc-CW-218 on October 11, 1990, hy the District Court in and
for Water Division No. 5., State of Colorado. The water rights ciecreed to SCR Diversion Point
No.2, SCR Diversion Point No.3, SCR Diversion Point No.4, SCR Diversion Point No. 5, and
SCR Diversio" Point No. 6 are more particularly described in Appendix C hereto.
4. The water rights on Squaw Creek described as follows:
Appropriation Adjudication
Strncrnre
Amount Date Date
I
Gra..harn Ditch L5 c.f.s.
I
6/22/1904 2/27/1911
I
I
Graham Ditch 3.0 c.s. 6!10/1914 4/15/1920 I
Said water rights are subject to the terms and limitations of the change decree in Case
No. 91-CW-077, including, but rrot limited to, the provisions of paragraph 5, paragr.oph 6.b.(2),
pa<-agraph 6.c.(3), and paragraph 17. Said water rights are summarized on Appendix D hereto.
5. The water rights on Squaw Creek desmoed as follows:
I
I
Appropriation
I
Adjudic,.tion
Structure
I
A.molllt Date Date
Dora B Ditch 1.0 c.f.&.
J
ll/1/1892 6/29!1894
I
Henderson Ditch 0.90 c.f.s.
I
2!27/19li 6/28fl907
I
I I
I
Sara M Ditch
I
0.40 c.Ls.
I
5/1/i 892 6/2911894
B-9
I
I
Said Dora B Ditch and Henderson Ditch water rights are subject to the t=s and limitations of the
change decree in Case No. 91-CW -077, including, but not limited to, the provisions of p&ragraphs 5,
6.b.(2), and 6.c.(3) of said dec.--ree. Said water rights are summarized in Appendix E hereto. Said
Sara M Ditch water right is rubjcct to the tcrrn;; and limitations of the change decree in Case No.
97-CW-280, including, but not limited to, the provisions of paragraphs 7.a.( 4), 8.a.., and 8.b. of said
decree. Said water rights are summarized in Appendix F hereto.
6. 235 acre-feet of the water nuder United States Depa;.-tmerrt of the Interior Water
Service Contract No. 4-07-60-Wl015, dated Apcil21, 1994, for Lhe delivery of water from Green
Mountain Reservoir, Colorado Big-Thompson Project, Colorado.
7. The water right decreed to Eagle River Diversion Point No. l. The water right decreed
to Eagle River Diversion Point No. 1 is more particularly described in Appendix G hereto.
8. The rigbi to divert by exchange the water rights descn'bed in paragraphs l, 2, 3, 4, and
5, above, at t".a_gle River Divc;r-sicm Point No. l. Said right of exchange was d.ev---reed a. rate offlo\v of
5 c.f.s., with aDect:mber 19, 1997 appropriation date by paragraph 9.b. of the decree in Case No. 97-
CW -280, subject to the ten:ns and conditions in paragraph nos. 5, 22, and 26 of said d=ee.
9. The water rights on East Lake Creek described as follDVi'S:
Appropriation Adjudication
Structure A.moiiDt Date Date
Creamery Ditch
3.40 c.f.s. 5/5/1897 S/5/1901
Creamery Ditch,
3.63 c.... 5/5/1898 10/3/1936
First Enlargement
Said water rights are subject to the t=s and limitations of the change clec:ree in Case No. 99-CW-
03 L including, but not limited to, the provisions of paragraphs ll.e., 23 ancl2d of said decree. Said
water rights are su=a_rized in Appendix H hereto.
10. 10 acre-feet (1 00%) ofEagle River Supply pursuant to Water Supply Contract V?itb
Co lorado River Water Conservation District, acting by a.qd through its Co iorado River Water Projects
(CRWCD 95'-12), dated July 30, 1999.
ll. The conditional water-rights decreed to MoLmtain Tract Springs Nos. 3, 4: and 5 in
Case No. 97-CW-279, on Novernber9, 1998, \:rytbe District Court in and for Water Division No.5,
State of Colorado. The decr-ee for said water rights are sl1Il1Ill3rized in Appendix L
12. _An interest in and benefit of the plan of augmentation bythe "'
1
ater Court in
Case No. 86-CW-153 on August 18, 1987, ru; a.-nended by the decrees of the \Vater Court entered in
SDC.L>,_149C'335..2
2
B-10
Cases Nos. 87-CW-310, 89-CW-217, 91-CW-078, 95-CW-040, 95-CW-041, 97-CW-280, 99-C\V-
170, 00-CW -011, and 01-CW-123 commensurate with the water rights conveyed herein.
13. An interest in and beneiitoftheplan of-augmentation decreed by the Water Court in
Case No. 91-CW-077 on.Janua.ry 3, 1992, as mnended by the decrees of the Water Court entcreri in
Cases Nos. 95-CW-040, 95-CW-041, 96-CW-821, 97-CW-280, 99-CW-170, 00-CW-011, and 01-
CW-123 oornmerurorate with the water rights conveyeri herein.
TOGETB:E_!<_ \VI'Ltl Grantors' ditches, headgates, pumps, pipelines, md other facilities
currently used to deliver the nonpotable water for irrigation purposes to the CorciilleraMmmtain Golf
Course, the Cordillera Short Golf Course, and the Cordillera SUIIIIITit Golf Colli--se, including, but not
limited to, facilities located on ihe recorded easements described in fue following instruments:
(I) Quit C1aimDeedrecorded November 10, 1992 in Book 594 atPage45, in the
Eagle Cmmty, Colorado records ("Petty Parcel")
(2.) iunendment to Easement Agreemerrt recorderi November l 0, 1992, in Book
594 at Page 44, in the Eagle County, Colorado records ("Petty Parcel")
(3) Sewer Easerneot Agreement betweerr Stag Gulch Partners and John Zehren
recorded October 23, 1995 as Reception No. 574890, in the Eagle Courrty,
Colorado records
( 4) Second Ameodmeot to Easeroent Agreeroent recorderi December 22, 2000, as
Reception No. 746845 in the Eagle Courrty, Colorado records ("Zehren
Parcel")
( 5) Easement Agreement recorded September l3, 2002, as Reev"1'iion No. 807157
in the Eagle Colorado records ("A.rchdiocese
Together with any and all water right&, easements, facilities or other Interests of
Grantors, if any, in and llllcier the following:
SDCA.._
(1) Deed of Trust, .A.ssigoment of Rents and Leases, and S=-:ity Agreement
among Stag Gulch Partners, Eagle Golf; LLC, Squaw Creel: Realty Corp.,
Cordillera Valley Club Investors Limiteri P:rrtners, Wilmar Developmeut
LLC, Ker>,sington Pa_rtners and and t_he Public Trustee of the
County of Eagle, State of Colorado and Alpine Bank, recorded August 5,
2.004 as Reception. No. &86691 in the Eagle County, Colorado records
C;WRPORTEIL\SDC;...1J:;:'W1TTORF\)490::m_2.DOC
B-11
3
SDC::!..._ 14903:38.2
(2) Deed of Trust among Eagle Golf; LLC and Cordillera Sllilllilit Golf, Inc.,
recorded August 5, 2004 as Reception No. &86688 in the Eagle Coooty,
Colorado records
(3) Deed of Trust among Eagle Golf, LLC and Cordillera Smmnit Golf, Inc.
recorded August 5, 2004 as Rxeption No. 886689 in the Eagle Coooty,
Colorado records
(4) Deed of Trust among Kensing"wn Partners, Eagle GolfLLC and Cordillera
SUliiilli.t Golf, Inc., rxorded August 5, 2004 as Reception No. 886690 in the
&gle County, Colorado records
(5) Deed ofTrust for Stag Gulch Partoem, recorded Mmch23, 1991 as
No. 531699 in the Couoty, Colorado records
( 6) Quitdai.rn between Castile lnc. and Stag Gulch Partner;;
recorded De=ber 31, 1990 as Reception No. 441040 in the Eagle County,
Colorado records
(7) Special Warnmty Deed between Creamery Gulch Land Company, Inc. and
Kensington Partners, recorded December 15, 1998 asReception No. 680144
in the Eagle County, Colorado records
(8) Water rights conveyed byWarrantyDeedarnongFlor=F= & Co., etai.
and Valley Realty Corp. recorded Janua.ry9, 1990 as Reception No. 416995
in the Eagle County, Colorado records
(9) Spedal Warran1:y Deed between Cb..ris P. Jouflas and Stag Gulch Partners
recorded September 16, 1991 as Reception No. 458373 in the Eagle Cmm.'"y,
Colorado records
(1 0) Wa.mmty Deed between Castile Properties, Inc. and Stag Gulch Partners
recorded De=ber 31, 1990 as Reception No. 441043 in the Eagle County,
Colorado records
( 1 ! ) Recovery lmplemen!ation he gram for End.anger"'.A Fish Species, (part of
letter from U.S. Depa.rtl!l.e11t of Interior. Fish & Wildlife Services, dated
March 9 2000 regarding enclosing Recovery Agreement)
4
B-12
SDC.:A_14gG3.35.2
(12) Agreement Between Kensington Pa,-tnerR, Stag Gulch PartnerR, Goshawk
Development, L.L.C. and Tbre100ne Two, LL.C. for Eas=e:nt and Access tn
the Graham Ditch l'ipeiine through the Kelly Property, dated June I 0, 2008
(13) Agreement between Kensington Pa,-tuers, Stag Gulch f'a,"iners, Goshawk
Development LLC ar1d Richa,-d and Fcancis Craig, recorded Nov=ber 21,
1997 as Reception No. 640200 in the Eagle County, Colorado rccards
(14) Easement Agreement between Cordill era Lodge & Spa, L!...C ac-.d Eagle Golf,
LLC recorded on Dec=ber 18, 2003 ru; Reception No. 862401 in the Eagle
County
1
Colorado records
(15) U.S. Depac-trn.ent of Agriculture Forest Service Specia.i Use Permit for Stag
Gulch Partners, issued November 25, l9n
(16) Tim EJ1er- verhaJ agreement allowing for water, as available.
B-13
APPEND[X:A
GOLF COURSE PONDS r ~ O S . 1 THROUGH 6
Conditional water storage rights were decreed by the District Court in and for Water
Division No. 5, Colorado in Case No. 91-CW-075, on January 3, 1992, for the proposed
Golf Course Ponds Nos. i, 2, 3, 4, 5 and 6, summarized for informational purposes as
follows:
A. Legal Descriptions:
i. Golf Course Pond No. 1, to be located in the SEX of the SEX of
Section 10, Township 5 South, Range 83 Westofihe6th P.M., and in
the NEY. of the NEY. of Section 15, Township 5 South, Ra11ge 83
West of the 6th P.M.
2. Golf Course Pond No. 2, to be located in the NEY. of the NEY. of
Section 15, Township 5 South, Range 83 West of the 6th P.M., and in
the NWY. of the NEX of said section.
3. Golf Course Pond No.3, to De located in Section 15, Township 5
South, Range 83 West of the 6th P.M., in the NEY. of the NE'.4 of said
section.
4. Golf Course Pond No.4, to be located in Section 14, Township 5
South, Range 83 Wesi of the 6th P.M., in the NWX of the NWX of
said section.
5. Golf Course Pond No. 5, to be located in Section 14, Towr1ship 5
South, Range 83 West of the 6th P.M., in the S E Y ~ of the IWv'Y. of
said section.
6. Golf Course Pond hlo. 6, to be located in Section 14, Township 5
South, Range 83 West of the 6th P.M., in the SWX of the NWX of
said section.
B. Amount: Ten acre-feet for each reservoir from the sources named in said
decree, with the right to fill and refill continuously.
C. Uses: Either directry or by subsequent releases tor inrigation, augmentation,
replacement, exchange, storage, stockwatering, recreation, piscatorial, golf
course hazard, and fire protection purposes.
B-14
D. Date of initiation of appropriatiorc April26, 1990.
E. Each of the reservoirs will be filled by one or more of the following:
1. The Graham Ditch, the caracity of which is 8 cJ.s., the roint of
diversion for said Ditch on Squaw Creek is on the west bank of Squaw
Creek, in the SE'!. SE'!., Section 23, Township 5 South, Range 83
West of the 6th P .lvL, from which the Southeast Comer of Section 23
bearsS 2430J: E a distance of approximately 1,650 feet, with the
right to fill and refill each reservoir continuously.
2. Each reservoir may also be filled and through the
diversion structures decreed in Case No. 91-CW-076, at the locations
set for:th in that decree and repeated as follows:
(a) Stag Gulch Diversion Point No. i is located on Stag Gulch, a
tributary of Squaw Creek, a tributary of the Eagle River, on
Stag Gulch at a point located in Section 14, Township 5 South,
Range 83 West of the 6th P.M., from which the NW Comer of
said Section 14 b=-.-ars 21 45y_ W a distance of appruximately
3,500 feet.
(b) Stag Gulch Diversion Point No.2 is located on Stag Creek, a
tributary of Squaw Creek, a tributary of the Eagle River, on
Stag Creek at a point located in Section i4, Township 5 Soifth,
Range 83 West of the 6th P.M. from which the NW Comer of
said Section i 4 bears N 06 W a distance of approximately
1,660 feet..
(c) Stag Gulch Diversion Point No. 3 is located on Stag Creek, a
tributary of Squaw Creek, a tributary of the Eagle PJver, on
Stag Creek at a point located in Section 15, Township 5 South,
P..ange 83 West of the 6th P.M. from which the NE Comer of
said Section 15 bears N 09 E a distance of appruximately
2,450 feet
(d) Stag Gulch Diversion Point No. 4 is located on Red Draw, a
tributary of Squaw Creek, a tributary of the Eagle River, on
Red Draw at a point located in. Section i 5, Township 5 South,
Ranqe 83 West of the 6th P.M. from which the NE Corner of
said-Section 15 bears N 62 E s distance of approximately
1,650 feet.
B-15
Appendix A
Golf Course Ponds bios. 1 through 6
(e) Stag Gulch Diversion Point No. 5 is located on Red Draw, a
tributary of Squaw Creek, a tributary of the Eagle River, on
Red Draw at a point located in Section 10, Township 5 South,
Range 83 West of the 6th P.M. from which theSE Comer of
said Section to bearsS 3415x E a distance of approximately
420 feet.
Each of these sources listed may be diverted at the rate of 5 c.f.s., with the right to fill and
reftli each reservoir continuously.
F. Active capacity in acre-feet in original decree in Case No. 91-CW-75: Ten
acre-feet tor each reservoir.
G. Dead storage in acre-feet in original decree in Case No. 91-CW-075: 0.0
acre-feet for each reservoir.
H. Each of the said reservoirs shall be constructed by means of embankment of
less than ten feet in height.
I. By the decree entered by the District Court, in and for Water Division No. 5,
State of Colorado, on January 26, 1999, in Case No. 98CWOD6, the water
rights decreed to Golf Course Pond Nos. 1 through 6, inclusive, were
continued as conditional.
J. Portions of the above-described water rights were made absolute, and t'le
remainder continued as conditional, by the decree entered by the District
Court, in and for Water Division No.5, Colorado, on November 5, 2006, in
Case hlo. 05-CW -2:2, as follows:
1. Golf Course Ponds Nos. 4 and 5 had been combined at the location
of Golf Course Pond No.4 with a total capacity of 18.84 acre feet, in
the NWY. of the NWY. of Section 14, Tovvnship 5 South, Range 83
West of the 6"' P.M., 8.50 feet from the North Line and 600 feet from
the West Line of said Section 14.
2.. Golf Course Pond No. 6, had been constructed in the NW:"' of the
NWY. of Section 14, Township 5 South, Range 83 West of the 6th
P.M., at a location 980 feet from the North Section Line and 900 feet
from the West Section Line of said Section 14, with a capacity of 8.23
acre f e e " ~ and since June 1, 1993, sard water has been utilized for the
3
B-16
Appendix A
Goff Course Ponds NCJs. 1 through 6
purposes of irrigation, . recreation, storage, piscatorial, golf course
hazard, and fire protection in the amount of 8.23 acre feet per yea:,
with the right to fili and refill continuously.
3. Golf Course Pond No. i: 2.9 acre-feet is continued as conditional for
purposes of irrigation, recreation, storage, piscatorial, golf course
hazard and fire protection, with the right to fili and refill continuously;
and 10.0 acre-feet is continued as conditional for purposes of
exchange, stock-watering, augmentation and replacement, with t'oe
right to fill and refill continuously.
4. Golf Course Pond No, 2: 2.64 acre-feet is continued as conditional for
purposes of irrigation, recreation, storage, piscatorial, golf course
hazard and fire protection, with the right to fill and refill continuously;
and 1 0.0 acre-feet is continued as conditional for purposes of
exchange, stock-watering, augmentation and replacement, with the
right to fill and refill continuously.
5. Golf Course Pond No.3: 10.0 acre-feet is continued as oonditional for
purposes of irrigatlofl, recreation, storage, piscatorial, golf course
hazard, fire protection, exchange, stock-watering, augmentation and
replacement, wtth the right to fill and refill continuously.
6. Golf Course Pond No.4: 10.0 acre-feet is continued a:s oonditional for
purposes of exchange, stock-watering, augmentation and
replacement, with the right to fill and refill continuously.
7. Golf Course Pond No.5: 1.16 acre-ieet is continued as conditional
tor purposes of irrigation, recreation, storage, piscatorial, golf course
hazard, and fire protection, with the right to fill and refill continuously.
1 0.0 acre-teet is continued as conditional for purposes of exchange,
stock-watering, augmentation and replacement, with the right to fill
and refill continuously.
8. Golf Course Pond No. 6: 1. 77 acre-feet is continued as conditional for
purposes of irrigation, recreation, storage, piscatorial, golf course
hazard, and fire protection, with the right to fill and refill continuously.
10.0 ac:re-teet is continued as conditional for purposes of exchange,
stock-watering, augmentation and replacement, with the right to fill
and refill continuously.
4
B-17
Append tx .A.
Golf Course Ponds Nos. 1 through 6
9. Description of portion of canditiona: water rights hereby made
absalute:
(a)
(
. )
D,
Date water rights applied to beneficial use: June 1, 1993.
Amaunt made absolute: &.!.'4 ac;re-feet for Golf Cou.rse Pond Nc.
5 at the new locatioiJ., and &.23 awe-feet for the wate:- right for Golf
Course Pond No. 6 at this new lo.cation
(c) Uses: Irrigation, recreation, storage, piscatorial, golf course hazard,
and fire protection, with the right to fill and refill continuously.
(d) Place where water has been applied to beneficial use:
Pursuant to the decree in Case No. 91-CW-075, lands in
Sections 1, 2, g, 10, 13, 14 and 15, T.SS., R.83W of the 6th
P.M., and in Section 6, T.5S., R.82W of the 6th P.M. will be
irrigated in part by the subject wafer rights. The total presently
inrigated acreage is approximately 7 5 acres..
10. The month for filing the next application for a finding of reasonable
diligence is November 2012.
5
B-18
APPENDX B
DIRECT FLOW WATER RIGHTS DECREED TO
STAG GULCH DIVERSION POINTS NOS. 1 THROUGH 5
Conditbnal direct flow water rights were decreed in Case N:J. 9',-CW-075 on
January 3, 1992, summarized tor intormational purposes as follows:
A. Legal description of each point of diversion:
1.
2.
3.
4.
h
v.
Stag Gulch Diversion Point No. 1 is located on Stag Gulch, e
tributary of Squaw Creek, e tributary of the Eagle River, at a point
located in Section 14, Township 5 South, Range 83 West of the
6th P.M., from which the NW Comer of said Section 14 bears
N 21 45t W a distance of approximately 3,500 feet.
Stag Gulch Diversion Point No. 2 is located on Stag Creek, a
tributary of Squaw Creek, a tributary of the Eagle River, at a point
located in Section 14, Township 5 South, Range 83 West of the
6th P.M., from which the NW Comer of said Section 14 bears
t-.J 06 W a distance of approximately 1 , 660 feet.
Stag Gulch Diversion Point No.3 is located on Stag Creek, a
tributary of Squaw Creek, e tributary of the Eagle River, at a point
located in Section 15, Township 5 South, Range 63 West of the
6th P.M., from which the NE Comer of said Section 15 bears
N 09 E a distance of approximately 2.,450 feet.
Stag Gulch Divension Point No. 4 is located on Red Draw, a
tributary of Squaw Creek, a tributary of the Eagle River, at a point
located in Section 15, Township 5 South, Range 83 West of the
6th P.M .. from which the NE Comer of said Section 15 bears
N 62 E a distance of approximately 1 ,650 teet.
Stag Gulch Diversion Point No. 5 is located on Red Draw, a
tributary of Squaw Creek, e tributary of the Eagle River, at a point
located in Sect'1on 10, Township 5 South, Range 83 West of the
6tr P.M. from which the SE Comer of said Section 10 bears
S 3.:!
0
', 5); E a distance of approximately 420 feet.
B. Date of initiation of aporopriaiion: April 26, 1 990.
B-19
B
Direct Fbw Water Rights Decreed to
Stag Gulch Diversior. Points Nos. 1 through 5
C. Amount: The amount of water decreed is 5 c.f.s., conditional, for each of
Stag Gulch Diversion Points Nos. 1, z, 3, 4 and 5, inclusive, when water is being stored for
subsequent beneficial use. The total of diversions at a\! of the aforesaid frve {5) points oi
diversion and ai Eagle River Diversion Points Nos. 1, 2 and 3, inclusive, a11d SCR
Diversion Points Nos. 5, 6 and 7, inclusive, tor use on a direct flow basis shalt not axceed
the amount of 5 c. f.s. at any one iime.
D. Uses: Irrigation, domestic, replacement, exchange, storage,
stockwstering, commercial, golf course hazard, recreation, piscatorial and fire protection
purposes.
E. Sources of water. Stag Gulch, Red Draw and Squaw Creek, all tributary to
the Eagle River.
F. Reasonable diligence for the above-described water rights was found by
the District Court, in and for Water Division No. 5, Colorado, on January 18, 2006, in Case
No. 04-CW-208, and the month for filing the next application for a finding of reasonable
diligence is January, 201 Z.
AND SETTINGSIKWiiT-:>RMLO:::;AL IN"'TERNET RLES\::JLK9::\APPENDIX B 06 (2_t.W
0
::-
B-2Q
APPENDIX C
SURFACE WATER RIGHT DECREED TO
SCR DIVERSION POINT NOS. 2 THROUGH S
I. SCR Diversion Point Nos. 2 through 4.
surface water rights were decreed to SCR Diversion Point Nos. 2 through 4,
inciusive, in Case No. 89-CW-218, on October 11, 1990, and are summarized tor
informational purposes as follows:
A. Legal Descriptions:
1. SCR Diversion Poiflt ND. 2 is located on Squaw Creek at a point whence the
SW corner of Section 13, Township 5 South, Range 83 West of the 6th P.M.
bears South 8"35' West at a distance of 2, 990 feet
2. SCR Diversion Point No.3 is located on Squaw Creek at a point whence the
SW comer of Section 13, Township 5 South, Range 83 West of the 6th P.M.
bears South 10"30' West at a distance of 2,810 teet
3. SCR Diversion Point No.4 is the headgate of the Graham Dttch located at a
point on Squaw Creek whence the SE corner of Section 23, Township 5
South, Range 83 West of the 6th P.M. bears South 24"30' East at a distance
of 1 ,650 feet.
B. Date of initiation of appropriation: May 5, 1989.
C. Amount decreed: 5 c.f.s., conditional.
D. Uses: Irrigation, domestic, augmentation,. municipal, replacement, exchange,
storage, stockwatering, commencial, recreation, ar1d fire protection purposes.
E. Sounce: Squaw Creek, a tributary to the Eagle River.
F, By the decree entered by the District Court, in ar1d for Water Division No. 5, State
of Colorado, on July 15, 1997, in Case No. 96CW270, the water rights decreed to
SCR Diversion Poir1t Nos. 2, 3, and 4 were contir1ued as conditior1al.
G. By the decree entered by the District Court, in and for Water Division No.5, State
of Colorado, on June 7, 2004, in case No. 03CW165, the Water rights decreed to
SCR Diversion Point Nos. 2, 3, and 4 were cantinued as conditional for all
originally decreed purposes, ar1d the month for fi[ing the next application for
finding of reasonable diligence Is June, 201 0.
:.:iD:J::UMENTS AND SETTINGS\I::MPORARY INTERNS Flt..ES\OLK9ClAP=>:=JiDIX
B-21
II. SCR Drversion Point Nos. 5 and 6
Conditional surface water rights were decreed to SCR Dtversion Point Nos. 5 and 6 in
Case No. 91 -CW-76, on January 3, 1992, and are summartze:J for infoiffiationai purooses
as follows:
A. Legai Descriptions:
1. SCR Diversion Point No.5 is located at or below the headgate of the Dora B.
Ditch, at a point on Squaw Creek described as follows: a point in the NEV. of
the SE'.4 of Section 2, T.5S., R.83W. of the 6th P.M., from which the
Southeast Comer of Section 2 bears S.9"15xE. a distance of approximately
2,250 feet.
2. SCR Diversion Point No. 6 is located at or below the head gate of the
Henderson Ditch, at a point on Squaw Creek descrit:>ed as follows: a point in
the SEY. of the SE'I of Section 2, T.5S., R.83W. of the 6th P.M., from which
the Southeast Comer of Section 2 bears S.44"30xE. a distance of
approximately 1 ,200 teet.
B. Date of initiation of appropriation: April 26, 1990.
C. Amount decreed: 5 c.f.s., conditional.
D. Uses: Irrigation, domestic, replacement, exchange, storage, stockwatering,
commercial, golf course hazard, recreation, piscatorial, and fire protection
purposes. As of said uses, each structure's use wili include use as a
supplemental source of water as further described in Appficants' decreed plans of
augmentation in Cases Nos. 91-CW-077 and 9i-CW-D78, as amended.
E. Source: Squaw Creek, a tributary to the Eagle River.
G. By the decree entered by the District Court, in and for Water Division No. 5, State
of Colorado, on January 18, 2006, in Case No. O.i.-CW-208, the water rights
decreed to SCR Diversion Point Nos. 5 and 6 were continued as :::onditional tor all
originally decreed purposes., and the month for fiiing the next applk;ation tor
finding of reasonable diligence is June, 2012.
AN:: S:::rTINGS\TEM::>ORARY (; OO't20:.W
0
D
B-22
APPENDIX D
GRAHAM DITCH SEN!OR WATER
Water rights decreed to the Graharn Ditch, and changed by the decree entered on
JanuaT)-' 3, 1992 In Case No. 91-CVV-077, aie summarized fo_: pu:-p:)ses
follows:
Appropriation Adjudication
Structure
Amount Date Date
Graharn Ditch 1,5 cJ,s,
6/22/1904 2/27/1911
Graharn Ditch
3,0 c.f.s. 6
1
1 0/1914 511920
a, The water rights were historically used to irrigate hay and pasture
lands described ln Exhibit A and depicted on Exhibit H to said decree,
b, The headgate of the Graharn Ditch is located at a point on Squaw
Creek whence theSE Comer of Section 23, Township 5 South, Range 83 West ofthe 6th
P,M, bears S 2430x E a distance of 1 ,650 teet
c, Under the decree in Case No, 91-CW-077, dated January 3, 1992:
(1) The following changes to the water rights were approved: No
substantial change will occur in the location of irrigation usage on the
planned golf course development on the land described in Exhibit A to said
decree with the two water rights decreed to the Graharn Ditch, so long as the
retum flow patterns set forth on Exhibit P to said decree are continued, In
addition to the decreed irrigation use, the above-listed water rights are to be
used direcUy and/or by exchange, on tha lands described,on Exhibit A to said
decree and on the lands described in Exhibit C to said decree, for irrigation,
domestic, municipal, stockwatering, augmentation, replacement, exchange,
commercial, recreation; golf course hazard, piscatorial and f1re protection
purposes and for storage for each such The acreage historically
irrigated is depicted on the map attached es Exhibit N to said decree, The
use of the water rights is approved for irrigation of the lands described in
Exhibits A and C and is allowed for the above-stated purposes other than
irrigation only through augmentation, replacement or exchange utiHzing the
consumptive use credits associated with said rights, subject to the total
consumptive use not exceeding the credits associated with said rights listed
below:
! Mont
!h
i July
B-23
Acre-Feet I
15.8 \
i
63,1
94.8 :

Aug B3.5 i
Sept .1:7.3
i Dec 15.8 i
! Total 320.3 i
The use of the water rights is also subject to the rights being in priority and physically
available at t'le original!y decreed headgate location and subject to the diversion
provided in c.(2), below. Water applied directly to irrigation shall be assumed to be
90% consumptively used. The following accounting procedures are required:
(1) project annually the amount of t"Je Graham Ditch consumptive use that would be
used directly tor irrigation and the amount of Graham Ditch consumptive use credits to
be used by augmentation, replacement or exchange: (2) submit monthly projections fo'
the items listed in subparagraph (1 ); and (3) Applicants' actual use may vary from the
projected use upon consultation and approval by the Division Engineer or his Water
Commissioner.
(2) The diversion in any month shall not exceed the
maximum historic diversion for that month, as set forth below, and the
ten-year running total of the monthly diversions shall not exceed ten
times the average historic diversion amount for the month:
Diversion limits (acre-feet) Max.
Annual
May June Julv Auo. Seot. Oct. Tota!*
GRAHAM DITCH
maximum anowable 204 267 276 276 267 190 1248
1 G-year running total 350 1520 2050 1730 1160 560 XXX
* Total is based on maximum annual diversion of record, but not to exceed decreed
amount.
(3) Not more than fifty percent (50%) of 4.05 c.f.s. of water
delivered under the Graham Ditch water rights may be consumptively
used. The said 4.05 c.f.s. or lesser delivered amount shali be
measured by a measuring device to be installed in the Graham Ditch
immediately below the point where the ditch enters the property
described ir: Exhibii A to the decree and ai the points described in
paragraph d., below.
d. The following aliemative points of diversion were approvec for
these watec rights:
( 1 ) The Metcalf headgate, which is located on the north bank
of the Eagle River in Sectior: 7, Township 5 South, Range !31 West of
B-24
Appendix D
Gra:-.am Ditch Senio' Water Rights
the 6th P .IIA. at a point from which the SE Comer of the SW\<0 of said
Section 7 bear:; S 53
00
00;>:40" E 1 ,446 feet
(2! The Raw Water Booster Pump Headgate, which is
located at a point on the north bank on the Eagle Rivec at a poin: frorr.
which the SW Corner of the NWY< of Section 12, 5 South,
Range 82 West of the 6th P.M. bear:; S 1 8c01 X 34" W 1 ,SS i . 1 3 feet.
The co11sumptive use credit for the rights may be used for augmentation, replacement
and exchange at the alternate points of diversion. No rights to utitiz:e said alternate
points of diver:;ion are owned by Grantor:;, and no such rights are conveyed herein.
e. in addition, the following alternative points of diversion were also
approved for these rights:
{ 1 ) The headgate of the Dora B Diich, located at a point on
Squaw Creek described as follows: a point in the NEV. of the S.E% of
Section 2, Township 5 South, Range 83 West of the 6th P.M., from
which the SE Corner of Section 2 bears S 915r. E a distance of
approximately 2,250 feet.
(2) The head gate of the Henderson Ditch located at a point
on Squaw Creek described es follows: a point in theSE% of the SE%
of Section 2, Township 5 South, Range 83 West of the 6th P.M., from
which the SE Comer of Section 2 bears S

E a distance o7
approximately 1 ,200 feet.
Subject to the limits in said decree, including but not limited to those described above in
paragraphs c.(1) and (2) above, the water rights decreed to the Graham Ditch may be
utilized for irrigation through diversion at these altemate points of diversion, or
consumptrve use noi utilized for said irrigation may be utilized for augmentation,
replacement or exchange purposes at said alternate points of diversion.
3
B-25
APPENDfX E
DORA B DfTCH AND HENDERSON DITCH WATER RIGHTS
Water rights decreed to the Dora 3 Ditch and the Henderson Ditch, and changed by
the decree entered on January 3, 1992 in Case No. 91-CW-077. are summarized for
informational purposes as folbws:
Structure
Amount
l Dora 8 Ditch I 1.0 c.f.s.
I Henderson Ditch I 0.90 c.f.s.
Appropration
Date
11/1/1892
6/28/1907
Adjudication
Date
6!2911894
2/27/1911
a. The water rights were historically used to irrigate hay and pasture
iands described in Exhibit C and depicted on Exhibtt H to said decree.
b. The head gate of the Dora B Drtch is located at a point on Squaw
Creek described as follows: a point in the NEY. of the SEX of Section 2, T.5S ., R.B3W. of
the 6th P.M., from which the Southeast Comer of Section 2 bears S.915xE. a distance of
approximately 2,250 feet.
c. The headgate of tha Henderson Ditch is located at a point on Squaw
Creek described as follows: a point in the SEX of the SEY. of Section 2, T.5S., R.B3W. of
the 6th P.M., from which the Southeast Comer of Section 2 bearsS .4430r.E. a distance of
approximately 1 ,200 feet.
d. Under the decree in Case No. 91-CW-077, dated January 3, 1992:
( 1) The following changes to the water rights were approved: in
addition to the decreed irrigation use, the above- listed water rights are to be
used directly andlor by exchange, on the lands described in Exhibit A to said
decree and on the lands described in Exhibit C to said decree, for irrigation,
domestic, municipal, stockwatering, augmentatio11, replacement, exchange,
commercia!, recreatio11, golf course hazard, piscatorial and fire protection
pur;Joses a11d tor storage for each such purpose. The acreage historically
irrigated is depicted on the map attached as Exhibit N to said decree. The
use of the water rights is approved for irrigation of the lands described in
Exhibits A and C, but is allowed for the above-stated purposes other than
irrigation only through augmentatior,, replacement or exchange utilizhg the
consumptive use credits associated with said rights, subject to the total
consumptive use not exceeding the credits associated with said rights set
forth below:
B-26
I
I
I
Appendix E
Dora B Ditch and Henderson Ditch Water Rig:Ots
I
I
i
l Month
I
1
May
! June
I July
Aug
Sept
Oct
'
I
'
Total ac I
ft.
Henderso
n 'II
Ditch
o.4 I
'
5.3 I
6 2 i'
4.4 I
2.5
0.7
19.8
D::>ra B
Ditch
0.2
1.8
24
2,0
Ui
0.3 J
1.5
1
'
'
The use oi the water rights is also subject to the rights being in priority and physically
available at the originally decreed headgate location and subject to the diversion limits
provided in d.(2), below .. Water applied direcUy to irrigation shall be assumed to be 90%
consumptively used.
(2) The diversion in any month shall not exceed the maximum
historic diversion for that month, as set forth below, and the ten-year
running total of the monthly diversions shall not exceed ten times the
average historic diversion amount for the month:
Diversion limits (acre-feet)
Annual
May June Julv Aug. Seat. Oct Totar
DORA B DITCH'
maximum allowable 61 59 61 61 59 59 354
1 0-year running total 160 590 610 610 530 280 XXX
HENDERSON DITCH'
maximum allowable 55 53 55 55 53 55 327
1 0-year running total 90 400 370 290 190 90 XXX
' When used so ley for liTigation purposes pursuant to said decree.
Total is based on maximum annual diversion of record. but not to exceed decreed
amount.
B-27
E
De>ra B DitGh and Henderson Ditch Water Rights
e. The following alternative pe>ints of diversion were approved forthese
( 1) The Metcalf headgate, which is located on the north bank of
the Eagle River in Section 7, Township 5 South, Range 81 Wes'. of the 6th
P.M. at a point from which theSE Comer of the SWY. of said Section 7
bearsS. 5300r.40'' E. 1,445 feet.
(2) The Raw Water Booster Pump Headgate, which is located at
a point on the north bank on the Eagle River at a point from which the SW
Comer of the NWY. of Section 12, Township 5 South, Range 82 West of
the 6th P.M. bearsS. 18Di:t34" W. 1,551.13 feet.
(3) The headgate of the Dora B Ditch, located at a point on
Squaw Creek described as follows: a point in the NE:;; of the SEY, of
Section 2, Township 5 South, Range 83 West of the 6th P.M., from which
the SE Corner of Section 2 bearsS. g" 15): E. a distance of approximately
2,250 feet.
( 4) The head gate of the Henderson Ditc:h located at a point on
Squaw Creek described as follows: a point in the SEY, -of the SEX of
Section 2, Township 5 South, Range 83 West ofthe 6th P.M., from which.
the SE Comer of Section 2 bears S. 44"30r. E. a distance of
approximately 1 ,200 feet.
(5) The headgate of the Graham Ditch located at a point on
Squaw Creek whence theSE Comer of Section 23, Township 5 South,
Range 83 West of the 6''" P.M. bears S. 24"30'E. a distance of 1 ,650 feet.
Only the consumptive use credits for the water rights may be used for augmentation,
replacement and exchange at the altemate points of diversion. No rights to utilize the
altemate points of diversion described in e.(1) and e.(2), above, are owned by Grantors,
and no such rights are conveyed herein.
f. If noiice is given the Division Engineer on or before May 1st of any
year, said water rights may be used for irrigation only during that year subject to the
diversion limits and terms set forth in paragraph 5 and in paragraoh 6.b.(2) of the decree in
Case No. 91-CW-077, summarized in d.(1) and c.(2), above.
B-28
Appo:nd!;: E
Dare B Ditch and Henderson Dit::::h Water Riohts
' .
g. In addition to the above described uses the Dor-a 8 Ditch and
Herderson Ditch water rights may be used for augmentation of wate: used on the
Cordillera Summit Golf Course pursuant to the decree entered in Case 1-Jo. on
Seprember 27, 1999.
h. In the decree in Case No. 98-CW-031, Applicants agreed that their
use of the Dora B Ditch and Henderson Ditch water rights at the Cordi!iera Summit Golf
Course, whether for direct diversion or augmentation, shall be limited to the histc>ric
irrigation season, unless previously stored in priority during other times of the year, and
shall not result in an expansion of the historic use of those same rights. As such,
Appficants agreed to limit monthty diversions under this decree to the consumptive use
amounts identified above, for use at the Summit Golf Course.
C:\DD::Ui'.ENTS ANC SSTINGS\TEt-JPORAP.Y INTERNEO E. OP17CS.WPD
B-29
APPEND[X F
SARA M DITCH WATER RIGHT
The water right decreed to the Sare M Ditch, and changed oy the decree entered on
August 28, 1998 in Case No. 97-CW-280, is summarized for informati::mai purp:Jses as
toHows:
Structure
Amount
Sara M Ditch
i
OA c.ts.
Appropriation
Date
5/1/1892
Adjudication
Date
5/29!1894
a. The water right was historically used to irrigate 20.9 acres of pasiure grass
depicted on Exhibit M to the application, which applk:ation is attached as Exhibit 9 to said
decree.
b. Actual Legal Description of Head gate: On the right (east) bank of Squaw
Cneek at point from whence the NW corner of Section 1, Township 5 South, Range 83
West of the 6th P.M. bearsS. 74.54'14" W. 2328 teet.
c. Originally Decreed Legal Description of Headgate: On Squaw Creek,
located at a point above Y. mile south of the SW comer of the SEY. SWY. of Section 35,
Township 4 South,Range 83 West of the 6th P.M.
d. Historic Use: The average annual diversion amount is about 27 4 acre-teet
per yea: tor this water right. The historic consumptive use attributed to this water right is
approximately 33,9 acre-feet per year on average. Month!)' historic consumptive use
credits are decreed as follows:
Aoril
0.10
Mav
2.80
Historic Consumotive Use Credits
June
8.10
July
8.70
(acre--feet)
Auaust September
7.80 5.00
October
1.40
e. Under the decree in Case t>Jo. 97-CW-280.
Total
33.90
( 1) In addition to the decreed irrigation use, the above-described Sarah M Ditch
water right may be used directly and/or by exchange. on the lands described in paragraphs
S.d. and B.e., a;"Jd paragraph 8.f., of said decree for irrigation, domestic, municipal,
augmentation, replacement, exchange; commercial, recreation, gotf course
hazard. piscatorial and f1re protection purposes a;"Jd for storage for ea:::h su:::h purpose.
B-30
I
The Sarah M Ditch water right may be used for the above-stated purposes only through
aogmen.tatlon, repiacement or exchange utiHzing the co11sumpbve use amounts of water
e>ssociated with said water right set forth above. The Sarah fv\ Ditch right shall mt be
utiHz:ed to directly irrigate or augmem depletior1s in the Brush Creek drainage portion of the
fvountain Tract property oescribed in paragraph a. f. of ti-re decree.
(2) The decreed point of diversion for the Sarah M Ditch was changed irom the
originally decreed location described in paragraph (c), above, to the surveyed actL:al
diversion locations described in paragraph (b), above.
(3) Alternate points of diversion for the Sarah M Dti:ch water right were decreed
at the Metcalf Headgate and at the Raw Water Booster Pump Head gats, desc:ribed below.
A right to divert the Sarah M Ditch water right by exchange at UERWA Pipeline Point A
and at Eagle River Diversion Point No. 1 below, was also decreed. Water shall only be
diverted under these water rights at the alternate points of diversion and at the UERWA
Pipeline Point A. and at Eagle River Diversion Point No. 1 during the historic use period and
in the historic consumptive use amounts set rorth in (d), above, and only at times when
water is physically and legally available at the original point of diversion.
(a) The Metcalf headgate, which is located on the north bank oft'le
Eagle River in Section 7, Township 5 South, Range 81 West of the 6th P.M.
at a point from which the SE Comer of the SWY< of said Section 7 bears
S. 53"00x40' E. 1.446 feet
(b) The Raw Water Booster Pump Headgate, which is located at a
point on the north bank on the Eagle River at a point from which the SW
Comer of the NWY. of Section 12, Township 5 South, Range 82 West of the
6th P.M. bearss. 1801J::34" W. 1,551.13 feet.
(c) UERWA Pipeline Point A, located on Lake Creek in the
SEY.NEY. of Section 6, Township 5 South, Range 82 West ofthe 6th P.M. at
a pGint from whence the NE comer of said Section 6 bears N. 14 'O'E., a
distance of 1, 750 feet, in Eagle County, Colorado.
(d) Eagle River Diversion Point No. 1, located on the south bank of
the Eagle River at a point described es follows: at a poin', from which the
Southeast Comer of Section 36, Township 4 South, Range &3 West of the
6th P.M. bears S.56'00'E. a distance of approximately 3,840 feet.
The rate of flow tor said rights of exchange shall be 2.9 c.f.s., cumulative. The date of
appropriation fa' the rights of exchange is December 19, 1997. The downstream terminus
of the exchanges shall be the confluence of SqL:aw Creek and the Eagle River in Section
36, Township 4 South, Range 83 West of the 6th P.M. No rights to utiltz:e the alternate
points of diversion described in e.(3)(a) and e.(3)(b), above, are owned by Grantors, and
no such rights are conveyed herein.
B-31
Appendix F
Sara M Ditch Water Right
f. The exchanges described herein shal: be subject to the following additiona:
collditions:
( 1) Water is physicalt)l available tor diversion and reiease at 1he alternate points
of diversion and exchange.
(2) A live stream exists between the structures involved.
(3) The amount of water diverted at the "exchange to" points is not greater than
the amoun: of water introduced at the "exchanged from" points, and may not be greater
than 1he amount of water legaliy and physicaHy available to the exchanged water rights
priorities owned by the Applicants at the exchange from" points.
( 4) The exchanges decreed herein shall bear such stream losses as may be
assessed by the Division Engineer or his representative.
g. In addition to the uses described above, the Sara M Ditch water right can be
used to augment diversions ofwatertorthe Cordillera Summit Golf Course by exchange at
the Eagle River Diversion Point No. 1 pursuant to the decree in Case No. 9S-CW-031,
entered on September 27, 1999.
h. In the decree in Case No. 9S-CW-031, Applicants agreed that their use of
the Sarah M Ditch water right at the Summit Golf Course, whether for direct diversion or
augmentation, shall be limited to the historic irrigation season, unless previously stored in
priority during ather times of the year, and shall not resutt in an expansion of the historic
use of those same rights. As su::h, Applicants agree to limit monthly dive"'ions under this
decree to the consumptive use amounts identified in paragraph d. above, for use ai the
Summit Golf Course.
:::'D:lCUM9ITS AN::J SE'llNGS\KWi7TORFt...D2;A:._ INTERNE:" Rl.ES\OlKfl:MP.PEN::tiX F 0612DQ.WPD
B-32
APPENDtX G
SURFACE WATER RIGHT DECREED TO EAGLE RIVER DIVERSION POINT NO.1
A conditional surface water right was decreed to Eagle River Diversion Point No. 1,
in Case Na. 91-CW-076, on January 3, 1992, summartz:ed for infonmationai purposes as
to flows:
a. Legal descriptior. of point of diversion: Eagle River Diversion Point No.
1 is located on the south bank of the Eagle River at a point described as follows: at a point
from which the Southeast Corner of Section 36, T.4S., R.83W. of the 6th P.M. bears
S.5600J:E. a distance of approximately 3,B40 feet.
A pump, pipeline, headgate or other appropriate and adequate diversion structure is
planned at the above location to establish the diversion at the above location of 5 c.f.s.
(conditional) of water from the named source.
b. Date of initiation of appropriation: April 26, 1990.
c. Amount decreed: The amount of water decreed is 5 c.f.s., conditional,
tor Eagle River Diversion Point No. 1 when water is being stored for subsequent benefdal
use. The total of diversions at Stag Gulch Diversion Points Nos. 1, 2, 3, 4 and 5, inclusive,
and at Eagle River Diversion Points Nos. 1, 2 and 3, inclusive, and SCR Diversion Points
No&. 5, 6 and 7, inclusive, for use on a direct flow basis shall not exceed the amount of
5 c.f.s. at any one time.
d. Uses: The water claimed will be used either directly or by exchange
for the following purposes: Irrigation, domestic, replacement, exchange, storage,
stockwaterirJg, commercial, golf course hazard, recreation, piscatorial, and fire protection
purposes.
e. Source: The Eagle River.
f. By the decree entered by the District Court, in and for Water Division
.1\io. 5, State of Colorado, on December29, 1998, in Case No .. 98-CW-007, the water right
decreed to Eagle River Diversion Point No. 1 was continued as conditionaL
g. By the decree entered by the District Court, in and for Water Division
No.5, Colorado, on January 18, 2006, in Case No. 04-CW-208, the amount of 3.4 c.Ls
decreed to Eagle River Diversion Point No. 1 tor irrigation, storage, recreatio,.,,, golf course
hazard, piscatorial, and fire protection purposes, and the amount of 5.0. c.f.s decreed to
Eagle River Diversion Point No. 1 for domestic, replacement, exchange, stockwatering,
commercial was continued as conditional, and the month tor filing the next application for a
finding of reasonable diligence is January, 2012.
B-33
h. Description of portion of conditbna: water ri;Jhts he;eb)' maae
1. Date watec rights appiled ro benef1ciai use: May, 2004
2. Amount made absoiute: 1.6 c.f.s.
3. Absolute Uses: irrigation, storage, re,_,-eatbn, gof: course
haz:am, piscatorial, and f1re prote:::tion.
B-34
APPEND>X H
CREAMERY DfTCH WATER RIGKTS
V\' ater rights decreed to the Creamery Ditch, and changed by the de:::;-ee entered on
Sep-tember 27, 1999 in Case No. 9S-CV\t -031, are sumrnartzed for inf:wrr.atbnal purpJses
as
Strucium
Decreed Aporopriation Adju::lication Priority
Source
Amount
Date
Dale No.
Cre.amery Ditch 3.40 c.t.s. May 5, 1897 March 5, 1001 172 East Lake
Creek
Creamery Ditch
385!38 East Lake
First 3.63 cJ.s. May 5, 1898 October 3, , 936
3 Creek
Enlaiyement
a. The decreed point of diversion tor the Creamery Ditch and Creamery
Ditch First Enlargement is located on the right bank of East Lake Creek at a point whence
the Southwest comer of Section 8, Township 5 South, Range 82 West of the 6th P.M.
bears North 30"6' East 3,576 feet.
b. Under the decree in Case No. 99-GW-031, the following historic
consumptive use cnedits were decneed for the Cneamery Ditch water .ights:
Creamery Ditch Rights
Decreed Historic Consumptive Use Credits
April
May
Jur1e
July
August
September
October
Total
Cabulated Credit (acre-feet)
0.00
7.00
30.50
31.90
30.60
2220
7.?0
Applicants may only use the Creamery Ditch and the Creamery Ditch
First Enlargement water rights consumptive use credits at times when water is physically
and legally available under those water rights at the original poi:lt of diversior;, and is
bypassing that structure. Applicants shal! bea' transit losses on delivery of that water, if
any, which may reasonably be assessed by the Division Engineer.
B-35
APPEND(X I
MOUNTAIN TRACT SPRtNGS NOS. 3., 4, AND 5 WATER RIGHTS
The conditior.al water rights decreed to Mountain Tract Springs 3, 4, and 5,
inclusive, in Casa No. 97-CW-279, on November 9, 199.8. are summarized
informational purposes as follows:
a Lega! descriptions:
1 . Mountrin Tract Spring No. 3 is located 1 ,500 feet from the South section
line and 2,050 feet from the East seotion line, in the N"V{;' of
Section 16, Township 5 South, R=ge &3 W esi of the 6'- P.M.
2. Mounta.ill Tract Spring No.-4 is located feet from the Soufu se:;hon
line and 200 feet from the West section line, in the of
Section 16, Township 5 South, R=ge &3 West of the 6" P.M._
3. Mountrin Tract Spring No.5 is located 90{l feet from the South section
line and 1.540 feet from the West line, _in of
Section 16, Township 5 South, Range 83 West of the 6ili P.M.
b. Date oi initiation of approprration: June 11 , 199 7.
c. Decreed Amounts:
1. Mountain Tract Spr'illg No.3: 0.09 c.f.s. (38.90 g.p.m.)
2. Mountain Tract Spring No.4: O.G2 c.f.s. (9.35 g.p.m.)
3. Mountain Tract Spring No.5: 0.01 c.f.s (2.36 g.p.m.)
d. Uses: T'he water will be used either dll-evtly or by exchange for the fuiiov;7jng
p-ULposes: domestic: excb.ange
1
storage) commerciaL
1
golf
course hazard, recreation, piscatorial and iire protection pmpose&.
e. Source: Spring d;scharge, tribma.-y to Brush Creek, a tributary to ihe Eagle
River.
f. By the decree entered by the District Court, in and for Water Division
No. 5, State of Colorado, on JaFJuary 30, 2006, in Case No. 04CW189, the water righ:s
decreed to Mountair Tract Springs Nos. 3, 4, 5 ,. inclus!ve, were continued as
AN[: lh"'TERNE":""

J 001 BD,W::tp
B-36
conditiona! far ali originally decreed pur.,oses. and the month for filing the next application
for finding of reas-:>nable diligence is JailuaryT 2012.
::::'IDO:;:.UMENTS AND SE":IlNGSU<WT-:-JOR::'\!...::r;A:.. S8TJNGS\1EMP::JRA.RV IN 1 t::RN:::-- Pt....::::S\O:...K9:;'1A.bf>=:NOIX J M1BOS.WP8
B-37
VALLEY COURSE WATER RIGHTS
1 . The wate:- on Sp:-l_ng Creek described as follows:
Appropriation Adjudication
Structure
Amount Date Date
Gruff Ditch 0.3 c.f.s. 4/30/1885 12.117/1889
Groff Ditch 6.1 c.f.s. 9!911889 1211711889
Groff Ditch-
Cottonwood 1.0 c.f.s. 7113/1990 12/31/19:11
Enlargement
Said two Groff Ditch water righ'"tS are subject to the terms and limitations of the change
decree in Case No. 91-CW-034, including, but not limited to, the provisions of paragraphs
5, 6, anci 7 of said decree. Said water rights are summarized in Appendix A hereto.
2. The water rights on Bumison Creek (a/k:/a Beard Creek) and on Deadhorse Gulch
desm bed as fotlm<s:
Appropriation Adjudication
Structure
Amount Date Date
Root Ditch 1.6 c.f.s. 6/21/1901 6/4/1917
Root Ditch-
Reynolds 1 .0 c.f.s. 7/27/1973 12!31/1982

Said water rights are subject to the terms and limitations of the change decree in Case No.
91-CW-034, including, but not limited to. the provisions of paragraphs 5, 6 and 7 of said
decree. Said water rights are summarized in Appendix A hereto.
3, Those absolute and conditional water rights decreed to Cordilkca Valley Club Golf
Col!I"se Pond No. 1, CordiUera Valley Club Golf Course Pond No.2, Condillera Valley Club
Golf Course Pond No. 3, CondiHera Valley Golf Course Pond No. 4, and Condille;a
Valley Club Golf Course Pond No.5, in Case No. 91-CW-033, on December 8, 1992, I:J)1
the Distri:::t Court in and for Water Division No.5, State of Colonado. The decree for said
water rights is summarized in Appendix B.
4. That conditional water right decreed to the Cottonwood Pump and Pipcline, in Case
No. 91-CW-0:03, on December 8,1992, by the District Court in and for Water Division No.5,
State of Colorado. The cjecree for said water right is summarized in Appendix C.
5. Agreement, amongst Cordillera Valley Club Investors L.imiteo Partnership,
B-38
Bea Properties, LLC, Jlv1CG Cobrado, LLC, and k:ademy Woods, Lid., for
construc::tion and use of water features located on Lots 2, 5, and 6, Timber Springs,
recorded July 28. 2008 as Re::eptbn 20081592f..
o. Agreement, Datween Cordillera VaHey Ciub Investors Limited Partnership and
Summit lnvt>stments, LLC, for :xmstruction and use of water feature tocated on Lot 1.
limber Sprin:;s, recorded September 24. 2008 C!S Reception No.
1. AI! of the water, totaling 55 acre-feet, under United S12tes Department of the
Interior Water Service Contrac; No. 3"07-50-W0903, dated November 30, 19B2, for the
delivery of water from Greert h.4ountain
8. The plan for augmentation decreed in Case No. 91-CW-33.
1459775.1
B-39
APPENDX A
GROFF DfTCH AND ROOT DfTCH WATER RIGHTS
The water right decreed to tC,e Groff in Case No.
91-C\V-33 on Decem:,er 8. 1992., aC1d the water rights in the Groff Ditch and the Root Ditch
and the Root Ditch-Reynolds Enlargement changed by the decree entered on December 8,
1992 in Case No. g1-CW-034, arc summartzed for infomnational purposes as follows:
'I I I
. 1 Appropriabon I Adjudication
D t
1
Structure Am t I D t I
I
I
oun ae ae
I
I
I
Groff Ditch-Cottonwood
Enlargement
(Upper Groff Ditch)
Groff Ditch
(Lower Groff Ditch)
Groff Ditch
-
(Lower Groff Drtch)
Root Ditch
Root Ditch-Reynolds
Enlargement
,
I
,
I
i
1.0 c.f.s.
6.1 c.f.s.
0.3 c.Ls.
1.6 c.f.s.
1.0 c.f.s.
I
I
I
7/13/1990
9/9/1889
4/30/1835
6/2111901
7127/1973
I
12./31/19g1
12/17/1889
1211711889
6/411917
12/31/1982
a. The water rights, other than the Groff Ditch-Cottonwood Enlargement,
were hisiorically used to irrigate approximately 77 acres of land located in Sections 31 and
32, Towr1sh'1p 4 South, Range 82. West of the 6"' P.M., Eagle County, Colorado.
b. The headgate of the Groff Ditch is located on the East bank of
Creek at a point in t"Je SE Y. of Section 36, Township 4 South, Range 83 West of the o"
P.M., whence the quarter section comer between Sections 31 and 36, Township 4 South,
Range 63 West, bears N.EJ0
6
30' E. 951.5 feet.
c. The headgate of the Groff Ditch-Cottonwood Enlargement is iocated
on the East bank of Spring Creek in the NE Y. NE Y, of Section 36, Township 4 South,
Range 63 West of the 6th P J"L, whence the E Y. corner of said Section 36 bears S .330'E.
2145 fee:.
d. The headgate of the Root Ditch is located on the Wes: bank of
Bumison Creek at a point whence the SW comer of Section 32, Township 4 South, Range
82 West of the 6"'' P.M. bears S.47"45'W. 2500 feet.
B-40
I
,
I
I
I
:
Ap;::.endrx .A
Page 2
Groff Direr and Root Ditch Water Rights
e. ihe paint ar of the Root Dtt:::n-Reynolc Enlargement is
bcated on Deadhorse Guier at the point where the Rwt Drrch cr::>sses Deadhorse Gulch b
the SW% SW% of Section 32, Township 4 South, Range 82 West of the glr P.M .. at a
poin: whence the SW wmer oi Section 32 bearsS. 29"39'28' W. 1421.5 feet.
f Underthe decree in Case hh 91-CW-C34, dated DecemberS, 1992:
( 1) The Groff Ditch-Cottonwood Eniargement point of
was added as an altemate point of diversbn for the Groff Ditch.
(2) The Groff Dti:ch, Root Ditch, and Root Ditch-Reynolds
Enlargement water rights were decreed for golf course and landscape
storage a0d irrigation purposes on 77 acres of land located wtthin Sections
31 3cnd 32, Township 4 South, Range 82 West of the olh P.M., more
particuiarty described in Exhibit A attached to the decree.
(3) Applicant agreed not to exercise these rights in such a manner
as to calt, or cause an administrative call to be placed upon the Bumison
Ditch (Priority No. 112) or the Bumison Ditch No. 2 (Priority No. 1 1 1) as
decreed by the Eagle County District Court in Civil Action No. 294 entered on
June 29,1894.
(4) App!Jcant further agreed to abandon the Groff Ditch Priorities
Nos. 334 a0d 337 decreed by the Eagle County Distric' Court in Civil Actions
Nos. 669 and 675, respedively.
g. By the decree entered by the District Court, in and for Water Division
No. 5, State of Colorado, on May 23, 1999, in Case No. 98CW249, the water right decreed
to Groff ditch-Cottonwood Enlargement was continued as conditionaL
h. Under the decree entered in Case No. 05-CW-095, dated 25,
2006, the following water rights were made absolute:
(1) 0.8 of the i .0 c.Ls. decreed conditbnal to the Groff Dit::h-
Cottonwood for irrigation use: anC
(2) 0.93 of the 1.0 c.f.s. originally decreed conditional to the G;nfi
Ditch-Cottonwood Enlargement for recreatior. and piscatorial uses:
so::;.._
B-41
ADpeiidtx P. Page 3
Groff DiT:::h and Roo: Ditch Watar Kights
h. Under the da:::ree entered in Case Nc. 05-CW-95, t'1e following water
rights were continued zs condH:bnal:
( 1) 0.2 c.f.s. af the 1 .0 c.f.s. decreed conditional to the Groff Ditch-
Cottc>nwood Enlargement for irrigation use; and
(2) 0.07 of the 1.0 c.f.s. originally decreed conditional to the Groff
E;}largement tor recreation and piscatorial uses:;
The month for filing the next applbation for frnding of reasonable diligence :s August,
2012..
B-42
APPENDIX B
CORDILLERA VALLEY CLUB GOLF COIJRSE PONDS NOS.': THROUGH 5
Conditional water storage righis were decreed by the District Court in and fDrWater
Division No.5, Cobrado in Case No. fl'i-CW-G33, on De;::ember 8, 19n, for the Cordillera
Valley Club Golf Course Ponds Nos. 1, 2, 3, 4, and 5, summarized foe informatbnaf
purposes as follows:
A. Legal Descriptions and Amounts:
i . Golf Course Pond No. 1, decreed 6.0 acre feet, conditional, is located in
the NWY. SWY. of Section 31, T. 4 S., R. 82 W. of the 6th P.M., whence
the SW comer of said Secfton 31 bearsS. 14 45' W. 1,600 feel
2. Golf Course Pond No.2, decreed 2.0 acre feet, conditional, is located in
of Section 31, T. 4 S., R. B2 W. of t'1e 6th P.M., whence
comer of said Section 31 bears S. 77 45' W. 2,270 feet.
3. Golf Course Pond No.3, decreed 6.0 acre feet, conditional, is located in
the of Section 31, T. 4 S., R. 82 W. of the 6t'1 P.M., whence
the comer of said Section 31 bearsS. 29 o 3D' W. 2,060 feet.
4. Golf Course Pond No.4, decreed 20.0 acre feet, conditional, is located in
the SWY. SEY. of Section 31, T. 4 S., R. B2 W. of the 6th P.M., whence
the comer of said Section 31 bears S. 57 ' 15 W. 1 ,520 feet.
5. Golf Course Pond No. 5, decreed 4.0 acre feet, conditional, is located in
the SWY. SWY. of Section 32, T. 4 S., R. 82 W. of the 6th P.M., whence
the SW corner of said Section 32 bears S. 48 ' W. 1 ,300 teet
B. Uses: Irrigation, recreation and pis-:;atorial uses.
C. Date of initiation of appropriation: July 13, 1990.
D. The sources of the Golf Course Ponds Nos. 1 through 5, inciusrve, are:
Spring Creek via the Groff Dlt-:;h- Cottonwood Enlargemerrt (1 cfs); Burnison
Creel<: via the Root Ditch (1 .6 cfs) decreed in Eagie Courrty District Court,
Civil Action No. 687; Deadhorse Gulch via the Root Ditch - Reynolds
Enlargement (1 cfs) decreed in Case No. 82CW341: and the Eagle River via
the Cottonwood Pump and Pipeline (2 cfs).
B-43
A.,otomciix 3
CVC Goff Course Ponds Nos. 1 through 5
Each of the said reservoirs shai! ::>e constructed by mean-s of embankment of
less than ten feet in height.
By the decree errtered by the Distric; Court, in and for Water Division No.5,
State of Col:>racio, on May 23, 1999, in Case No. 98CW249, the water rights
decreed to Goff Course PonG Nos. 1 through 5, inclusive: were continued as
Conditbnal.
G. Portons of the above-desc;ribed water rights were made absolute: ahd the
remainder continued as conditior.al, by the ciecree entered by the D'lstrict
Court, in and for Water Divis'ron No. 5, Colorado, on August 24, 2006, in
Case No.OS-CW-095, as follows:
H.
1, Golf Course Pond No. 1 has been constructed and subsequently used tor
storage of water and subsequently used for irrigatior;, recreation, and
piscatorial uses at the Cortiillera Valley Club golf course
(a) Description of portion of conditional water right heneby made
absolute:
(i) Date water righis applied to beneficial use: June
1, 1993.
(ii) Amount made absolute: 6.0 acre-feet.
(iii) Uses: Irrigation, recreation and piscatorial uses.
The month for filing the next applicatior. ior a ftnding of reasonable diligence
is August 2012.
8 _ ', .D:J::
B-44
APPENDrX C
SURFACE WATER RIGHT DECREED TO COTTONWOOD PUMP AND PIPELINE
A wnditioroal surface water right was decr-eed to the CottonwoDd Pump and Pipeline
in Case No. 81-CW-Ct33, on December 8, 1982 is summarized for informational purposes
as foliOWE:
a. Le:gaf description: The headgate !s iocateC at a point on the north bank of
the Eagle Rrver in the SWX SWX of Section 31, T. 4 S ., R. 82 W. of the 6th P.M. whence the
SW comer of said Section 31 bearsS. 5 W. 500 feet.
b. Date of initiation of appropriation: July 13, 1990.
c. Amount decreed: 2.0 cfs, conditional.
d. Uses: Irrigation, recreation and piscatorial uses.
e. Source: Eagle River.
f. By the decree entered by the District Court,' in and for Water Division
No.5, State of Colorado, on May 23, 1999, in Case No. 98CW249, thewaterrightdecreed
to Cottonwood Pump and Pipertne was continued as conditional.
g. By the decree entered by the District Court, in arld for Water Division
No. 5, State of Colorado, on August 24, 2006, in Case No. 05CW95, the water right
decreed to Cottonwood Pump and Pipeline W2s continued as conditional to: all originalty
decreed purposes, and the month. for filing the nexi application for finding of reasonable
diligence is August, 2012.
B-45
Exhibit L
First Amendment to Wilhelm Deed of Trust
01:12230186.2
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
VAN A. TENGBERG, ESQ.
FOLEY & LARDNER LLP
402 WEST BROADWAY
SUITE2100
SAN DIEGO, CALIFORNIA 92101
EAGLE COUNTY, CO 201203591
TEAK J SIMONTON
Pgs: 6 01:38:06PM 02/24/2012
REC: $ $36.00 DOC: $
FffiST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING
TillS FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING ("First Amendment"), is dated
effective as of February 10, 2012, and is entered into by WFP CORDILLERA, LLC, a Delaware limited
liability company ("WFP Cordillera"), CORDILLERA GOLF HOLDINGS, LLC, a Delaware limited
liability company ("CGH") and CORDILLERA GOLF CLUB, LLC, a Delaware limited liability
company ("CGC") (collectively, the "Grantor") and DAVID A. WILHELM, ("Lender"), each of whom
shall sometimes separately be referred to as a "Eill:JY," and shall sometimes collectively be referred to as
the "Parties." Capitalized terms used herein without definition shaH have the meanings ascribed to such
terms in the Deed of Trust (as hereafter defined).
RECITALS
A. Grantor and Lender previously consummated a lending transaction (the "Original Loan"),
pursuant to which Lender advanced to Grantor a loan comprised of a revolving line of credit in the
original principal amount of Six Million Five Hundred Thousand Dollars ($6,500,000.00) ("Original
Principal Amount"), as evidenced by that certain Promissory Note, dated June 23, 2010, in the original
principal amount of Six Million Five Hundred Thousand Dollars ($6,500,000.00), executed by Grantor in
favor of Lender (the "Original Note"). The Original Note is secured by that certain Deed of Trust,
Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated effective June 23, 20 10,
and executed by Grantor in favor of Lender, and recorded on August 12, 2010, as Document No.
201015 834, in the Official Records of Eagle County, State of Colorado ("Original Deed of Trust"). The
Original Note and the Original Deed of Trust shall sometimes collectively be referred to as the "Original
Loan Documents." r
B. The Original Loan, the Original Note and the Original Deed of Trust were amended by that
certain unrecorded First Amendment to Loan and Loan Documents, dated effective August 1, 2011, by
and between Grantor and Lender ("First Loan Amendment"). The Original Loan, the Original Note and
the Original Deed of Trust, as each were amended by the First Loan Amendment shall hereinafter be
1
4827-2420-4046.1
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
VAN A. TENGBERG, ESQ.
FOLEY & LARDNER LLP
402 WEST BROADWAY
SUITE 2100
SAN DIEGO, CALIFORNIA 92101
FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING
THIS FIRST AMENDMENT TO DEED OF TRUST, SECURITY AGREEMENT,
ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING ("First Amendment"), is dated
effective as of February 10, 2012, and is entered into by WFP CORDILLERA, LLC, a Delaware limited
liability company ("WFP Cordillera"), CORDILLERA GOLF HOLDINGS, LLC, a Delaware limited
liability company ("CGH") and CORDILLERA GOLF CLUB, LLC, a Delaware limited liability
company ("CGC") (collectively, the "Grantor") and DAVID A. WILHELM, ("Lender"), each of whom
shall sometimes separately be referred to as a ".Em:!y," and shall sometimes collectively be referred to as
the "Parties." Capitalized terms used herein without definition shall have the meanings ascribed to such
terms in the Deed of Trust (as hereafter defined).
RECITALS
A. Grantor and Lender previously consummated a lending transaction (the "Original Loan"),
pursuant to which Lender advanced to Grantor a loan comprised of a revolving line of credit in the
original principal amount of Six Million Five Hundred Thousand Dollars ($6,500,000.00) ("Original
Principal Amount"), as evidenced by that certain Promissory Note, dated June 23, 2010, in the original
principal amount of Six Million Five Hundred Thousand Dollars ($6,500,000.00), executed by Grantor in
favor of Lender (the "Original Note"). The Original Note is secured by that certain Deed of Trust,
Security Agreement, Assignment of Leases and Rents and Fixture Filing, dated effective June 23, 2010,
and executed by Grantor in favor of Lender, and recorded on August 12, 2010, as Document No.
201015834, in the Official Records of Eagle County, State of Colorado ("Original Deed of Trust''). The
Original Note and the Original Deed of Trust shall sometimes collectively be refened to as the "Original
Loan Documents."
B. The Original Loan, the Original Note and the Original Deed of Trust were amended by that
certain unrecorded First Amendment to Loan and Loan Documents, dated effective August 1, 2011, by
and between Grantor and Lender ("First Loan Amendment"). The Original Loan, the Original Note and
the Original Deed of Trust, as each were amended by the First Loan Amendment shall hereinafter be
1
4827-2420-4046.1
referred to as the "Loan," the "Note" and the "Deed of Trust" respectively. The Note and the Deed of
Trust shall sometimes collectively be refeLTed to as the "Loan Documents."
C. Pursuant to that cettain Second Amendment to Loan and Loan Documents, dated of even
date herewith, by and between Grantor and Lender (the "Second Loan Amendment"), Lender has agreed
to modifY the Loan to provide, among other things, that: (i) Lender shall make additional advances under
the Loan to Grantor, up to an aggregate amount of the $1.25M Advance (as such term is defined in the
Second Loan Amendment); and (ii) Lender shall extend the maturity date of the Note, pursuant to and
subject to the terms and conditions of the Second Loan Amendment.
D. Grantor and Lender desire to enter into this First Amendment to memorialize their
agreement that the Deed of Trust, as amended by the Second Loan Amendment and this First
Amendment, shall continue to secure all of Grantor's obligations under the Note and Loan Documents, as
modified by the Second Loan Amendment.
NOW, THEREFORE, in consideration of the mutual obligations of Grantor and Lender set forth
herein and in the Second Loan Amendment, and for other good and valuable consideration, Grantor and
Lender hereby agree as follows:
1. Loan Modifications; Modified Principal Balance. The Parties acknowledge and agree
that the Loan and the Loan Documents, including the Deed of Trust, are modified by the Second Loan
Amendment. In connection with the foregoing, the Patties further acknowledge and agree that Lender
shall advance to Grantor, from time to time, additional amounts under the Loan up to, but not to exceed in
the aggregate, the sum of the $1.25M Advance, pursuant to and subject to the terms and conditions of the
Second Loan Amendment. As a result of the foregoing, the principal amount of the Note shall be
increased fi"om Six Million Five Hundred Thousand Dollars ($6,500,000.00), to up to the aggregate
amount of Seven Million Seven Hundred Fifty Thousand Dollars ($7,750,000.00). Accordingly, all
references in the Deed of Trust to the Note in the original principal sum of Six Million Five Hundred
Dollars ($6,500,000.00) are hereby deleted in their entirety, and the sum of Seven Million Seven Hundred
Fifty Thousand Dollars ($7,750,000.00) is hereby substituted in lieu thereof.
2. Maturity Date. The Patties acknowledge and agree that the Matudty Date (as such term
is defined in the Note) ofthe Note is hereby extended to December 31, 2012. Accordingly, all references
in the Deed of Trust, if any, to the Maturity Date, shall mean December 31, 2012.
3. Secured Obligations. The Parties acknowledge and reaffirm that the Deed of Trust, as
modified by this First Amendment, continues to secure Grantor's obligations under the Note, as modified
by the Second Loan Amendment including, without limitation, the $1.25M Advance.
4. Ratification. Grantor and Lender hereby ratify and readopt the Deed of Trust, as
modified by the Second Loan Amendment and this First Amendment, and agree that each and every
provision of the Deed of Trust, as modified by the Second Loan Amendment and this First Amendment,
shall continue in full force and effect.
5. References. All references in the Deed of Trust to the "Deed of Trust" shall mean the
Deed of Trust, as modified by the Second Loan Amendment and this First Amendment. All references in
the Deed of Trust to the "Loan" shall mean the Loan, as modified by the Second Loan Amendment. All
references to the term "Note" in the Deed of Trust shall mean the Note, as modified by the Second Loan
Amendment.
2
4827-2420-4046.1
6. Successors and Assigns. This First Amendment shall be binding upon and inure to the
benefit of the Parties hereto and their successors and assigns.
7. Counterpatts. This First Amendment may be executed in counterparts, each of which
shall constitute an original, but all of which shall constitute one and the same First Amendment.
(SIGNATURE PAGE TO FOLLOW]
3
4827-2420-4046.1
IN WITNESS \X/HEREOF, this First Amendment has been duly executed, acknowledged and
delivered by the Parties as of the day and year set forth in the Aclmowledgments below.
4827-2420-4046.1
GRANTOR:
WFP CORDILLERA, LLC, a
Delaware limited liability company
CORDILLERA GOLF HOLDINGS, LLC, a
Delaware limited liability company
By: CGH Manager, LLC, a Delaware
limited liability company, its Manager
CORDILLERA GOLF CLUB, LLC, a
Delaware limited liability company
4
ACKNOWLEDGMENT
STATE OF COLORADO )
) ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this \;)'rtiV day by
DAVIDA. WILHELM.
WITNESS my hand and official seaL
My commission expires:........:...\ J-J Li ::.....i
STATE OF COLORADO
COUNTY OF If>

ACKNOWLEDGMENT
The foregoing instrument was acknowledged before me this I
11
-
1
day of February, 2012, by
DAVID A. WILHELM, as the sole Manager of CGH Manager, LLC, a Delaware limited liability company,
acting in its capacity as the sole Manager of WFP CORDILLERA, LLC, a Delaware limited liabi!lty
company, on behalf of the company.
WITNESS my hand and official seaL
My commission expires: :...{[g_::;lt})::...c_;l_"-:.....1____ _
(Seal)
STATE OF COLORADO
COUNTY OF lrxr k
--r+------
ACKNOWLEDGMENT
ss.
The foregoing instrument was acknowledged before me this 15rh day of February, 2012, by
DAVID A. WILHELM, as the sole Manager of CGH Manager, LLC, a Delaware limited liability company,
acting in its capacity as the sole Manager of CORDILLERA GOLF HOLDINGS, LLC, a Delaware limited
liabflity company, on behalf of the company.
WITNESS my hand and official seaL
My commission expires: I /1 \ bt)/CI
(Signatu)e)
ACKNOWLEDGMENT
STATE OF COLORADO
COUNTY OF G: .. Gk

'
ss.
The foregoing instrument was acknowledged before me this \3th day of February, 2012, by
DAVID A. WILHELM, as the sole Manager of CGH Manager, LLC, a Delaware limited liability company,
acting in its capacity as the sole Manager of CORDILLERA GOLF CLUB, LLC, a Delaware limited liability
company, on behalf of the company.
WITNESS my hand and official seal.
My commission expires: ,....!l+/-Li t'--!/-"';+ce:c::..:.
(Seal) "'-\
'"'-........ ,.,.<'
ExhibitM
First Amendment to Loan and Loan Documents
01:12230186.2
FIRST AMENDIVIENT TO LOAN AND LOAN DOCUMENTS
THIS FIRST AMENDMENT TO LOAN AND LOAN DOCUMENTS ("First
Amendment''), is entered into and made effective as of August 1, 2011, by and betvveen
DAVID A. WILHELM ("Lender") and WFP CORDILLERA, LLC, a Delaware limited liability
company ("WFP Cordillera''), CORDILLERA GOLF HOLDINGS, LLC, a Delaware limited
liability company ("CGH") and CORDILLERA GOLF CLUB, LLC, a Delaware limited liability
company ("CGC'') (collectively, the "Maker''). Lender and Maker shall sometimes individually
be referred to as a "Party" and sometimes collectively as the "Parties." Capitalized terms used in
this First Amendment without definition shall have the meanings ascribed to such terms in the
Note (as defined below).
RECITALS
A. Maker and Lender previously consummated a lending transaction,
pursuant to which Lender advanced to Maker a loan in the original principal amount of Six
Million Five Hundred Thousand Dollars ($6,500,000.00) (the "Loan''), as evidenced by that
certain Promissory Note, dated June 23, 2010; in the original principal amount of Six .tvliLiion
Five Hundred Thousand Dollars ($6,500,000.00), executed by Maker in favor of Lender (the
''Note"). The Note is secured by that certajn Deed of Trust, Security Agreement, Assignment of
Leases and Rents and Fixture Filing, dated effective June 23, 2010, and executed by Maker in
favor of Lender, and recorded on August 12, 2010, as Document No. 201015834, ln the Official
Records of Eagle County, State of Colorado ("Deed of Trust"). The Note and the Deed of Trust
shall sometimes collectively be referred to as the "Loan Documents."
B. Maker has requested that the Maturity Date of the Loan be extended and
Lender has agreed to such extension, subject to the terms and conditions of this First
Amendment.
NOW, THEREFORE, in consideration of the foregoing and ofthe covenants, conditions
and agreements contained herein, the parties hereby agree as follows:
1. Loan Modifications. The Parties acknowledge and agree that the Loan and Loan
Documents are hereby modified and amended pursuant to the terms and provisions of this First
Amendment.
2. Promissory Note- Extension of Maturitv Date. Lender has agreed to extend the
Maturity Date of the Loan. Accordingly, the third paragraph of the Note is hereby deleted in its
entirety and the following new third paragraph is hereby substituted in lieu thereof:
Subject to Lender's right to accelerate the maturity of the
Note following an event of default hereunder ("Event of Defau11"),
the maturity date of this Note shall be the earliest to occur of: (i)
upon demand by Lender; or (ii) December 31, 2011 ("Maturitv
Date").
As a result of the foregoing modification, all references in the Note to the term
"Matmity Date'' shaH mean December 31,2011.
3. Deed of Trust The Parties acknowledge and agree that in accordance with this
First Amendment and the extension of the Maturity Date as set forth in Section 2 hereof, the
Deed of Trust is hereby amended to reflect that all references in the Deed of Trust, if any, to the
term "Maturity Date", shal1 mean December 31, 2011.
4. Waiver by Lender. The Parties acknovvledge and agree that failure by Maker to
timely pay to Lender all sums due under the Note on or before June 23, 2011, constitutes an
Event of Default under the Loan. Notwithstanding the foregoing, Lender hereby grants a one-
time waiver to Maker for its failure to timely pay the Note in full on or before June 23, 2011,
including any late charges (if applicable) in connection therewith, and/or any interest to accrue at
the default rate pursuant to Section 3(c) ofthe Note.
5. Amendment. All references in the Note and the Deed of Trust to the term "Note"
shall mean the Note, as amended by this First Amendment.
6. Full Force and Effect. Except as othenvise expressly provided in this First
Amendment, all other terms and conditions of the Loan, the Note and the Deed of Trust shall
remain in full force and effect.
7. Collateral. None of the items of Propetiy (as such tenn is defined in the Deed of
Trust) and other collateral securing the Loan and Maker's indebtedness or payment obligations
under the Loan and the Loan Documents, including all real or personal propetiy encumbered by
or pursuant to any of the Loan Documents, shall be adversely affected by this First Amendment,
and nothing contained in this First Amendment shall be construed to derogate from or otherwise
impair the liens or encumbrances under the applicable Loan Documents, as amended by this First
Amendment.
8. Secured Obligations. The Parties acknowledge and agree that the indebtedness
evidenced by the Note, as expressly modified and amended by this First Amendment, shall be
equally secured with and have the same priority as the original indebtedness and is subject to all
of the tenns of the Deed of Trust, as modified and amended by this First Amendment.
9. Successors and Assigns. This First Amendment is binding upon and shall inure to
the benefit of the Parties hereto and their respective successors and assigns.
[The remainder of this page is intentionally left blank- signature page tofollov.>j
2
IN WITNESS WHEREOF, this First Amendment is executed and made effective as of
the date first above written.
WFP CORDILLERA:
WFP CORDILLERA, LLC, a Delaware lirnited
liability company
By: CGH Manager, LLC, a Delaware limited
liability company, its Manager
CGH:
CORDILLERA GOLF HOLDINGS, LLC, a
Delaware limited liability company
By: CGH Manager, LLC, a Delaware limited
liability company, its Manager

J /"""""
....
David A. Wilhelm, Mana
CGC:
CORDILLERA GOLF CLUB, LLC, a Delaware
limited liability company
By: CGH Manager, LLC, a Delaware limited
,/, . ..-liabtiTtyeompaii'y;'it:5 Manager
/' /

'W r-------
David.A .. Wilhelm, Manager
3
Exhibit N
Second Amendment to Loan and Loan Documents
01:12230186.2
SECOND AMENDMENT TO LOAN AND LOAN DOCUMENTS
THIS SECOND AMENDMENT TO LOAN AND LOAN DOCUMENTS ("Second
Amendment"), is entered into and made effective as of February 10, 2012 ("Effective Date"), by
and between DAVID A. WILHELM ("Lender") and WFP CORDILLERA, LLC, a Delaware
limited liability company ("WFP Cordillera"), CORDILLERA GOLF HOLDINGS, LLC, a
Delaware limited liability company ("CGH") and CORDILLERA GOLF CLUB, LLC, a
Delaware limited liability company ("CGC") (collectively, the "Maker"). Lender and Maker
shall sometimes individually be referred to as a "Party" and sometimes collectively as the
"Patties." Capitalized terms used in this Second Amendment without definition shall have the
meanings ascribed to such terms in the Note (as defined below).
RECITALS
A. Maker and Lender previously consummated a lending transaction (the
"Original Loan"), pursuant to which Lender advanced to Maker a loan comprised of a revolving
line of credit in the original principal amount of Six Million Five Hundred Thousand Dollars
($6,500,000.00) ("Original Principal Amount"), as evidenced by that certain Promissory Note,
dated June 23, 2010, in the original principal amount of Six Million Five Hundred Thousand
Dollars ($6,500,000.00), executed by Maker in favor of Lender (the "Original Note"). The
Original Note is secured by that certain Deed of Trust, Security Agreement, Assignment of
Leases and Rents and Fixture Filing, dated effective June 23, 2010, and executed by Maker in
favor of Lender, and recorded on August 12,2010, as Document No. 201015834, in the Official
Records of Eagle County, State of Colorado ("Original Deed of Trust"). The Original Note and
the Original Deed of Trust shall sometimes collectively be referred to as the "Original Loan
Documents."
B. The Original Loan, the Original Note and the Original Deed of Trust were
amended by that certain First Amendment to Loan and Loan Documents, dated effective
August 1, 2011, by and between Maker and Lender ("First Amendment"). The Original Loan,
the Original Note and the Original Deed of Trust, as each were amended by the First
Amendment shall hereinafter be referred to as the "Loan," the "Note" and the "Deed of Trust"
respectively. The Note and the Deed of Trust shall sometimes collectively be referred to as the
"Loan Documents."
C. Lender and Maker have reached an agreement whereby Lender shall
advance additional sums to Maker under the Loan and further extend the Maturity Date of the
Note, pursuant to and subject to the terms and conditions of this Second Amendment.
NOW, THEREFORE, in consideration of the foregoing and of the covenants, conditions
and agreements contained herein, the parties hereby agree as follows:
1. Loan Modifications. The Parties acknowledge and agree that the Loan and Loan
Documents are hereby modified and amended pursuant to the terms and provisions of this
Second Amendment.
2. Note. As of the Effective Date, the Note is hereby amended as follows:
(a) Original Principal Amount of Note. As of the Effective Date, Lender
shall increase the credit line available to Maker pursuant to the Note, and Lender shall advance
to Maker, from time to time, additional amounts under the Loan up to, but not to exceed in the
aggregate, the sum of One Million Two Hundred Fifty Thousand Dollars ($1 ,250,000.00) (each
advance shall be referred to as an "Advance," and in the aggregate, the "$1.25M Advance"), and
each such Advance shall be added to the principal amount of and evidenced by the Note, and
shall accrue interest pursuant to the Note from the date such Advance is made by Lender to
Maker until paid in full. Accordingly, the Original Principal Amount of the Note as of the
Effective Date is increased from Six Million Five Hundred Dollars ($6,500,000.00), to the
amount of up to, but not to exceed in the aggregate, the amount of Seven Million Seven Hundred
Fifty Thousand Dollars ($7,750,000.00). As a result of the foregoing, the Note is hereby
amended as follows: (i) the first line under the title of the Note shall be amended by deleting the
figure "$6,500,000.00" and the new figure of $7,750,000.00 shall be substituted in lieu thereof;
(ii) the first paragraph of the Note is hereby amended by deleting the reference to the principal
amount of Six Million Five Hundred Dollars ($6,500,000.00), and the new principal amount of
up to an aggregate amount of Seven Million Seven Hundred Fifty Thousand Dollars
($7 ,750,000.00) shall be substituted in lieu thereof; and (iii) the second paragraph of the Note is
hereby amended by deleting the reference to the amount of Six Million Five Hundred Dollars
($6,500,000.00), and the new amount of Seven Million Seven Hundred Fifty Thousand Dollars
($7,750,000.00) shall be substituted in lieu thereof.
(b) Maturity Date. The third paragraph of the Note is hereby deleted in its
entirety and the following new third paragraph is hereby substituted in lieu thereof:
Subject to Lender's right to accelerate the maturity of the
Note following an event of default hereunder ("Event of Default"),
the maturity date of this Note shall be the earliest to occur of: (i)
upon demand by Lender; or (ii) December 31, 2012 ("Maturity
Date").
As a result of the foregoing modification, all references in the Note to the term
"Maturity Date" shall mean December 31, 2012.
In all other respects, the terms and provisions of the Note shall remain in full
force and effect.
3. Deed of Trust. The Parties aclmowledge and agree that in accordance with this
Second Amendment, the Deed of Trust is hereby amended to reflect that: (a) the original
principal amount of the Loan is increased to an amount up to, but not to exceed, Seven Million
Seven Hundred Fifty Thousand Dollars ($7,750,000.00); and (b) all references in the Deed of
Trust, if any, to the term "Maturity Date," shall mean December 31, 2012. To further
memorialize the modifications made to the Loan, the Note and the Deed of Trust pursuant to this
Second Amendment, the Parties shall, concurrently herewith, enter into an Amendment to the
Deed of Trust to be recorded in the Official Records of Eagle County, Colorado.
4. Waiver by Lender. The Parties aclmowledge and agree that failure by Maker to
timely pay to Lender all sums due under the Note on or before December 31, 2011, constitutes
2
an Event of Default under the Loan. Notwithstanding the foregoing, Lender hereby grants a one-
time waiver to Maker for its failure to timely pay the Note in full on or before December 31,
20 I I, including any late charges (if applicable) in connection therewith, and/or any interest to
accrue at the default rate pursuant to Section 3(c) of the Note.
5. Amendm.ent. All references in the Note and the Deed of Trust to the ten11 "Note"
shall mean the Note, as amended by this Second Amendment.
6. Full Force and Effect. Except as othervvise expressly provided in this Second
Amendment, all other terms and conditions of the Loan, the Note and the Deed of Trust shall
remain in full force and effect
7. CollateraL None of the items of Property (as such term is defined in the Deed of
Trust) and other collateral securing the Loan and Maker's indebtedness or payment obligations
under the Loan and the Loan Documents, including all real or personal property encumbered by
or pursuant to any of the Loan Documents, shall be adversely aftlxted by this Second
Amendment, and nothing contained in this Second Amendment shall be construed to derogate
from or otherwise impair the liens or encumbrances under the applicable Loan Documents, as
amended by this Second Amendment.
8. Secured ObJigations. The Parties acknowledge and agree that the indebtedness
evidenced by the Note, as expressly modified and amended by this Second Amendment, shall be
equally secured with and have the same priority as the original indebtedness and is subject to all
of the terms of the Deed ofTrust, as modified and amended by this Second Amendment.
9. Successors and Assigns. This Second Amendment is binding upon and shall
inure to the benefit of the Parties hereto and their respective successors and assigns.
[The remainder of this page is intentionally lejl blank- signature page to follow]
3
IN WITNESS WHEREOF, this Second Amendment is entered into and made effective as
of the date first above written.
LENDER:
WFP CORDILLERA:
WFP CORDILLERA, LLC, a Delaware limited
liability company
By: CGH Manager, LLC, a Delaware limited
liability company, its Manager
CGH:
CORDILLERA GOLF HOLDINGS, LLC, a
Delaware limited liability company
By: CGH Manager, LLC, a Delaware limited
liability company, its Manager

\.. .. _.
< Dav12t1( Wilhelm, Manager
CGC:
CORDILLERA GOLF CLUB, LLC, a Delaware
limited liability company
By: CGH Manager, LLC, a Delaware limited
1iability company, its Manager
4