Case:12-24882-ABC Doc#:220 Filed:07/24/12

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO In re: CORDILLERA GOLF CLUB, LLC, Debtor. ) ) ) ) ) Case No. 12-24882-ABC Chapter 11

APPLICATION OF CREDITORS COMMITTEE TO RETAIN COUNSEL The Official Committee of Unsecured Creditors respectfully moves the Court as follows: 1. The Chapter 11 bankruptcy case of Cordillera Golf Club, LLC (Debtor) was

commenced by the filing of a voluntary petition on June 26, 2012. 2. On July 6, 2012, the U.S. Trustee appointed the Official Committee of Unsecured

Creditors of the Debtor. The Notice of Appointment of Committee of Unsecured Creditors (Docket No. 86) lists the members of the Official Unsecured Creditors Committee (Committee). 3. On July 19, 2012, the Committee determined to retain the firm of Holland & Hart,

LLP (the Firm) to serve as local counsel and to assist its lead counsel, Munsch Hardt Kopf & Harr P.C. The Committee chose the Firm because it has considerable experience and skill in matters of this kind. 4. In its capacity as local counsel to the Committee, the Firms services will include: a. b. bankruptcy case; Advising the Committee regarding its rights, duties and responsibilities; Representing the Committee in its oversight of the administration of this

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c.

Conducting factual and legal inquiries into such matters as may be

determined by the Committee; d. Preparing such applications, motions, memoranda, reports, objections or

other legal documents as requested by the Committee; e. Committee; f. Communicating with the Committees constituents and with other parties Commencing and prosecuting any actions or proceedings on behalf of the

as the Committee may determine; g. Advising and representing the Committee with respect to the formulation

of a plan of reorganization or any alternatives thereto, including the negotiation of any Section 363 sale; and h. Performing any other legal services for the Committee which are

appropriate, necessary, or proper. 5. The Firm has agreed to represent the Committee on such matters described above,

and matters necessarily related thereto, at the Firms normal hourly rates for matters of this kind as they are in effect from time to time, plus reimbursement of necessary out-of-pocket expenses. Specifically, Ms. Risa Lynn Wolf-Smith is a bankruptcy partner at the Firm and will provide services to the Committee at an hourly rate of $485.00. Ms. Clarissa Raney is an associate at the Firm and will provide services to the Committee at an hourly rate of $285.00. 6. The Firm will keep detailed records of the time spent and expenses incurred in

representing the Committee and will make application to the Court for allowance and reimbursement thereof.

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7.

The Affidavit of Risa Lynn Wolf-Smith is filed contemporaneously herewith. To

the best of the Committees knowledge, this Application and the contemporaneous Affidavit disclose the Firms connections with the Debtor, the Committee, the United States Trustee, employees of the United States Trustee, creditors, other parties in interest, and their respective attorneys and accountants. 8. The Firm will file applications for interim allowance and payment of fees and

expenses in accordance with 11 U.S.C. 331. 9. At the Committees request, the Firm has been rendering services to the

Committee since July 19, 2012. Accordingly, the Committee requests that the employment of the Firm be effective nunc pro tunc to July 19, 2012. 10. Notice of the application will be served on: (i) the Debtors counsel; (ii) the

Office of the U.S. Trustee; (iii) each member of the Committee; (iv) all parties filing entries of appearance in this case; (v) each party served electronically by the Courts ECF System. The Committee submits that such notice is sufficient. WHEREFORE, the Committee respectfully requests that the Court enter an order authorizing the Committees retention of the Firm as proposed herein. July 24, 2012. THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CORDILLERA GOLF CLUB, LLC By: s/Dennis S. Meir (with permission) Dennis S. Meir, Committee Chair

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HOLLAND & HART LLP Respectfully submitted, s/Risa Lynn Wolf-Smith Risa Lynn Wolf-Smith, #15835 Clarissa M. Raney, #40374 HOLLAND & HART LLP 555 Seventeenth Street, Suite 3200 Denver, Colorado 80202 Telephone: 303-295-8000 Facsimile: 303-295-8261 rwolf@hollandhart.com cmraney@hollandhart.com ATTORNEY FOR OFFICIAL UNSECURED CREDITORS COMMITTEE

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO In re: CORDILLERA GOLF CLUB, LLC, Debtor. ) ) ) ) ) Case No. 12-24882-ABC Chapter 11

AFFIDAVIT OF RISA LYNN WOLF-SMITH Risa Lynn Wolf-Smith, being first duly sworn, upon her oath states: 1. I am an attorney licensed to practice law in all courts of record of the State of Colorado, and the State of California, the United States Court of Appeals for the Tenth Circuit, the United States District Court for the District of Colorado, and in this Court. 2. I am a partner of the firm of Holland & Hart LLP (the Firm), which maintains offices in Aspen, Boulder, Colorado Springs, Denver, and Greenwood Village, Colorado; Boise, Idaho; Santa Fe, New Mexico; Carson City, Las Vegas and Reno, Nevada; Billings, Montana; Salt Lake City, Utah; Cheyenne and Jackson Hole, Wyoming; and Washington D.C. 3. The Firm utilizes a number of procedures (the Conflicts Procedures) to determine its relationships, if any, to parties that may have connections to a potential client. In implementing such Conflict Procedures, the following actions were taken to identify parties that may have connections to the parties related to this bankruptcy case, as more fully described below, and the Firms relationship with such parties. 4. The Firm prepared a list of interested parties and significant creditors (the Potential Parties-In-Interest). The Potential Parties-In-Interest include: (a) the Debtor; (b) the owner of the equity interests in the Debtor; (c) the members of the Official Committee of Unsecured Creditors; (d) the parties appearing on Schedule D Creditors Holding Secured Claims filed by the Debtor on July 12, 2012 (the Schedule D); and (e) the parties appearing on the List of Creditors Holding 20 Largest Unsecured Claims filed by the Debtor on June 26, 2012 (the List of 20 Largest Unsecured Creditors). 5. The Firm compared the list of the Potential Parties-In-Interest to its records of current and former clients. These records generally include the names of each client, the name of the parties who are or were adverse or related to such client with regard to the subject of the Firms retention, and the names of the Firm personnel who are or were primarily responsible for matters for such clients.

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6. To the best of my knowledge, information and belief, the Firm has not represented the Potential Parties-In-Interest, the United States Trustee, or any person employed in the office of the United States Trustee, in any legal matter except as listed below: a. The Firm has represented, and continues to represent, Ford Motor Credit Co. on collection matters wholly unrelated to this bankruptcy case. Ford Motor Credit appears in the Debtors Schedule D. b. The Firm has represented, and continues to represent, John Deere Credit on collection matters wholly unrelated to this bankruptcy case. John Deere Credit, Inc. appears on the Debtors Schedule D. c. The Firm has represented, and continues to represent, Pitney Bowes on collection matters wholly unrelated to this bankruptcy case. Pitney Bowes Global Financial appears on the Debtors Schedule D. d. The Firm has represented, and continues to represent, Wells Fargo Bank and various Wells Fargo affiliated entities in commercial transactions and litigation matters wholly unrelated to this bankruptcy case. Wells Fargo Financial Leasing appears in the Debtors Schedule D. e. The Firm has, in the past, represented Cox, Castles, & Nicholson as local counsel with respect to state and local tax matters wholly unrelated to this bankruptcy case. Cox, Castle, & Nicholson LLP appears in the list of 20 Largest Unsecured Creditors. 7. To the best of my knowledge, information and belief, the Firm has no material connection with the Debtor, its creditors, or any other party in interest, the United States Trustee, or any person employed in the office of the United States Trustee, in a business or professional sense. 8. To the best of my knowledge, information and belief, the Firm does not have any interests adverse to the Debtors estate or in the matters for which the Firm is to be engaged by the Committee pursuant to 11 U.S.C. 1103(b). Dated July 24, 2012 Respectfully submitted, s/Risa Lynn Wolf-Smith Risa Lynn Wolf-Smith, #15835 HOLLAND & HART LLP 555 Seventeenth Street, Suite 3200 Denver, Colorado 80202 Telephone: 303-295-8000 Facsimile: 303-295-8261

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rwolf@hollandhart.com ATTORNEY FOR OFFICIAL UNSECURED CREDITORS COMMITTEE

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CERTIFICATE OF SERVICE I certify that on July 24, 2012, I served a copy of the foregoing document to the following by U.S. Mail, postage prepaid Hand Delivery Fax Arthur J. Abramowitz, Esq. Cozen O'Connor, PC LibertyView, Suite 300 457 Haddonfield Road Cherry Hill, NJ 08002 Garry R. Appel, Esq. Appel & Lucas, P.C. 1660 17th Street, Suite 200 Denver, CO 80202 William P. Bowden, Esq. Ashby & Geddes, P .A. 500 Delaware avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 Brad W. Breslau, Esq. Cozen O'Connor, PC 707 17th Street, Suite 3100 Denver, CO 80202 Zachery Z. Annable, Esq. Munsch Hardt Kopf & Harr, P.C. 3800 Lincoln Plaza 500 N. Akard Street Dallas, Texas 75201-6659 Joseph M. Barry, Esq. Young Conaway Stargatt & Taylor LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Donald J. Bowman, Esq. Young Conaway Stargatt & Taylor LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Mikel Bistrow, Esq. Foley Lardner LLP 402 W. Broadway, Suite 2100 San Diego, CA 92101

Travis G. Buchanan, Esq. Young Conaway Stargatt & Taylor, LLP 1000 N. King St. Wilmington, DE 19801

Peter A. Cal, Esq. Sherman & Howard L.L.C. 633 17th Street, Suite 3000 Denver, CO 80202

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Kathryn M.S. Catherwood, Esq. Foley & Lardner LLP 402 W. Broadway, Ste. 2100 San Diego, CA 92101-3542

Christopher Celentino, Esq. Foley Lardner LLP 402 W. Broadway, Suite 2100 San Diego, CA 92101

Shaun A. Christensen, Esq. Appel & Lucas, P.C. 1660 17th Street, Suite 200 Denver, CO 80202

Tobey M. Daluz, Esq. Ballard Spahr LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801

Carl A. Eklund, Esq. Ballard Spahr, LLP 1225 17th Street, Suite 2300 Denver, CO 80202

Mark L. Fulford, Esq. Sherman & Howard L.L.C. 633 17th Street, Suite 3000 Denver, CO 80202

James J. Holman, Esq. Duane Morris LLP 30 South 17th Street Philadelphia, PA 19103

Ericka F. Johnson, Esq. Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Benjamin W. Keenan, Esq. Ashby & Geddes, P.A. 500 Delaware Avenue P.O. Box 1150 Wilmington DE 19899 David L. Lenyo, Esq. Garfield & Hecht, P.C. 601 E. Hyman Ave. Aspen, CO 81611

Kristi A. Katsma, Esq. Dickinson Wright PLLC 500 Woodward Avenue, Suite 4000 Detroit, MI 48226

Michael S. Kogan, Esq. Kogan Law Firm, APC 1901 Avenue of the Stars, Suite 1050 Los Angeles, CA 90067

Vincent J. Marriott, III, Esq. Ballard Spahr, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103

Melissa Maxman, Esq. Cozen O'Connor, PC 1627 I Street, NW, Suite 1100 Washington, DC 20006

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Dawn Messick, Esq. Foley & Lardner LLP 402 W. Broadway, Suite 2100 San Diego, CA 92101

Mark Minuti, Esq. Saul Ewing LLP 222 Delaware Ave., Ste. 1200 Wilmington, DE 19899

Erika L. Morabito, Esq. Foley Lardner LLP 3000 K Street, N.W., Suite 600 Washington, DC 20007 Russell L. Munsch, Esq. Munsch Hardt Kopf & Harr, P.C. 3800 Lincoln Plaza 500 N. Akard Street Dallas, Texas 75201-6659 Jay H. Ong, Esq. Munsch Hardt Kopf & Harr, P.C. 600 Congress Ave., Ste. 2900 Austin, Texas 78701-3057

Paul Moss, Esq. Office of U.S. Trustee 999-18th Street, Ste. 1551 Denver, CO 80202

Brittany J. Nelson, Esq. Foley Lardner LLP 3000 K Street, N.W., Suite 600 Washington, DC 20007 Ricardo Palacio, Esq. Ashby & Geddes, P .A. 500 Delaware avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 Richard W. Riley, Esq. Duane Morris LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659

Jon T. Pearson, Esq. Ballard Spahr 100 North City Parkway, Suite 1750 Las Vegas, NV 89106-4617

Matthew J. Riopelle Foley & Lardner LLP 402 W. Broadway, Ste. 2100 San Diego, CA 92101-3542

Harlan W. Robins, Esq. Dickinson Wright PLLC 15 N. 4th Street Columbus, OH 43215

Sara Schindler-Williams, Esq. Ballard Spahr, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103

Harvey Sender, Esq. Sender & Wasserman, P.C. 1660 Lincoln St., Ste. 2200 Denver, CO 80264

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Zachary I. Shapiro, Esq. Richards, Layton & Finger, P.A. One Rodney Square 920 N. King Street Wilmington, DE 19801 Ann Marie Uetz, Esq. Foley & Lardner LLP One Detroit Center 500 Woodward Avenue, Suite 2700 Detroit, Michigan 48226-3489 Matthew P. Ward, Esq. Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801

Darnien Tancredi, Esq. Cozen O'Connor, PC 1201 N. Market Street, Suite 1400 Wilmington, DE 19801

David V. Wadsworth, Esq. Sender & Wasserman, P.C. 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Gregory W. Werkheiser, Esq. Morris, Nichols, Arsht & Tunnell LLP 1201 N. Market St., 18th Floor P.O. Box 1347 Wilmington, DE 19899-1347 Joseph J. Welebinski, Esq. Munsch Hardt Kopf & Harr, P.C. 3800 Lincoln Plaza 500 N. Akard Street Dallas, Texas 75201-6659 Dan White Cordillera Golf Club, LLC 97 Main Street, Suite E202 Edwards, CO 81632

Ronald Wick, Esq. Cozen O'Connor, PC 1627 I Street, NW, Suite 1100 Washington, DC 20006

Joshua E. Zugerman, Esq. Ballard Spahr LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801

Centralized Insolvency Section 2970 Market Street Philadelphia, PA 19104

Colorado Department of Revenue Attn: Bankruptcy Unit 1375 Sherman Street, Room 1375 Denver, CO 80261

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

Internal Revenue Service Department of Treasury Ogden, UT 84201-0030 Internal Revenue Service

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George S. Canellos, Regional Director Securities & Exchange Commission New York Office 3 World Financial Center, Suite 400 New York, NY 10281-1022 Secretary of State Division of Corporations Franchise Tax John G. Townsend Building 401 Federal Street- Suite 4 P.O. Box 898 Dover, DE 19903

Securities & Exchange Commission Central Regional Office Attn: Office of General Counsel (Bankruptcy) 1801 California Street, Suite 1500 Denver, CO 80202 Secretary of Treasury 820 Silver Lake Boulevard, Suite 100 P.O. Box 7040 Dover, DE 19903

July 24, 2012

s/Lela Lopez Velasquez Lela Lopez Velasquez

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO In re: CORDILLERA GOLF CLUB, LLC, Debtor. ) ) ) ) )

Case No. 12-24882-ABC Chapter 11

ORDER APPOINTING COUNSEL FOR CREDITORS' COMMITTEE THIS MATTER comes before the Court on the Application of Creditors Committee to Retain Counsel. The Court has reviewed the Application and supporting Affidavit of Risa Lynn Wolf-Smith and is fully informed in the premises. No objection to the Application has been filed. IT IS THEREFORE ORDERED that the Application to retain Holland & Hart LLP as its counsel is hereby approved nunc pro tunc to July 19, 2012. DATED: _____________________, 2012 BY THE COURT: _______________________________________ Judge A. Bruce Campbell United States Bankruptcy Judge

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