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United States Bankruptcy Court District of Colorado In re: Cordillera Golf Club, LLC Debtor
District/off: 1082-1

Case No. 12-24882-ABC Chapter 11

CERTIFICATE OF NOTICE
Page 1 of 2 Total Noticed: 2 Date Rcvd: Jul 27, 2012

User: oneillv Form ID: pdf904

Notice by first class mail was sent to the following persons/entities by the Bankruptcy Noticing Center on Jul 29, 2012. db +Cordillera Golf Club, LLC, 97 Main Street, Suite E202, Edwards, CO 81632-8152 aty +Christopher Celentino, 402 W. Broadway, Ste. 2100, San Diego, CA 92101-8510 Notice by electronic transmission was sent to the following persons/entities by the Bankruptcy Noticing Center. NONE. TOTAL: 0 ***** BYPASSED RECIPIENTS ***** NONE. Addresses marked + were corrected by inserting the ZIP or replacing an incorrect ZIP. USPS regulations require that automation-compatible mail display the correct ZIP. TOTAL: 0

I, Joseph Speetjens, declare under the penalty of perjury that I have sent the attached document to the above listed entities in the manner shown, and prepared the Certificate of Notice and that it is true and correct to the best of my information and belief. Meeting of Creditor Notices only (Official Form 9): Pursuant to Fed. R. Bank. P. 2002(a)(1), a notice containing the complete Social Security Number (SSN) of the debtor(s) was furnished to all parties listed. This official court copy contains the redacted SSN as required by the bankruptcy rules and the Judiciarys privacy policies.

Date: Jul 29, 2012

Signature:

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District/off: 1082-1

User: oneillv Form ID: pdf904

Page 2 of 2 Total Noticed: 2

Date Rcvd: Jul 27, 2012

The following persons/entities were sent notice through the courts CM/ECF electronic mail (Email) system on July 27, 2012 at the address(es) listed below: Ann Marie Uetz on behalf of Debtor Cordillera Golf Club, LLC auetz@foley.com, rday@foley.com;tdolcourt@foley.com Brad Breslau on behalf of Creditor Cordillera Transition Corporation, Inc. bbreslau@cozen.com, mgray@cozen.com;laragon@cozen.com Carl A. Eklund on behalf of Creditor Alpine Bank EklundC@ballardspahr.com, BechtoldD@ballardspahr.com Clarissa M. Raney on behalf of Creditor Committee Ceres Design & Arborscape, LLC cmraney@hollandhart.com, sjohnson@hollandhart.com David Wadsworth on behalf of Debtor Cordillera Golf Club, LLC dvw@sendwass.com, rhonda@sendwass.com Garry R. Appel on behalf of Creditor Charles Jackson appelg@appellucas.com, receptionist@appellucas.com Harvey Sender on behalf of Debtor Cordillera Golf Club, LLC Sendertrustee@sendwass.com Jay H. Ong on behalf of Creditor Committee Official Committee of Unsecured Creditors jong@munsch.com, amays@munsch.com Mark L. Fulford on behalf of Creditor Cordillera Metropolitan mfulford@shermanhoward.com, efiling@sah.com Paul Moss on behalf of U.S. Trustee US Trustee Paul.Moss@usdoj.gov Peter A. Cal on behalf of Creditor Cordillera Metropolitan pcal@sah.com, dbaros@sah.com;efiling@sah.com Risa Lynn Wolf-Smith on behalf of Cred. Comm. Chair Dennis Meir RWolf@hollandhart.com, cmraney@hollandhart.com;lmlopezvelasquez@Hollandhart.com Rust Consulting/Omni Bankruptcy (ecl) sewing@omnimgt.com Shaun A. Christensen on behalf of Creditor Charles Jackson christensens@appellucas.com, receptionist@appellucas.com US Trustee USTPRegion19.DV.ECF@usdoj.gov TOTAL: 15

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO

In re Chapter 11

CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera,

Debtor.

Case No. 12-24882-ABC

INTERIM ORDER PURSUANT TO 11 U.S.C. 105,361,362, 363(c), 364(c), 364(d), AND 364(e) AND FED. R. BANKR. P. 2002,4001 AND 9014 (I) AUTHORIZING DEBTOR TO OBTAIN POST-PETITION SECURED FINANCING, (II) GRANTING SECURITY INTERESTS AND SUPERPRIORITY ADMINISTRATIVE EXPENSE CLAIMS, AND (III) AUTHORIZING THE USE OF CASH COLLATERAL AS PROVIDED HEREIN
Upon the motion (the "Motion") 2 of above captioned debtor and debtor in possession, Cordillera Golf Club, LLC (the "Debtor"), seeking an order ofthis Court pursuant to sections 105, 363(c) and 364(c), (d) and (e) of Chapter 11 of Title 11 of the United States Code (the

"Bankruptcy Code"), Rules 2002, 4001, and 9014 ofthe Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Local Rules 4001-3 and 9013-1 (a) authorizing the Debtor to incur
postpetition indebtedness in the amount of up to $587,000 (the "Maximum Amount") on an interim basis substantially on the terms and conditions set forth herein; (b) granting priming security interests and superpriority claims; and (c) granting related relief; and upon the entire record made at the hearing on July 26, 2012 (the "Hearing"); and this Court having found good and sufficient cause appearing therefor,

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, Colorado 81632.
2

Unless otherwise defined herein, capitalized terms have the meanings ascribed to them in the Motion.

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IT IS HEREBY FOUND that: A. On June 26, 2012 (the "Petition Date"), the Debtor filed a voluntary petition for

relief with this Court under Chapter 11 of the Bankruptcy Code, thereby initiating the above-captioned bankruptcy case (the "Case'1. The Debtor is continuing to manage its property and operate its business as a debtor in possession pursuantto Bankruptcy Code 1107 and 1108. B. This Court has jurisdiction over this Case and the Motion pursuant to 28 U.S.C.

157(b) and 1334. Consideration of the Motion constitutes a core proceeding as defined in 28 U.S.C. 157(b)(2). C. Notice of the Hearing and the relief requested in the Motion has been given to (i)

the Office of the U. S. Trustee, (ii) counsel to Alpine Bank (in its capacity as the provider of DIP financing pursuant hereto, the "DIP Lender," and in its capacity as pre-petition secured lender

"Alpine'1, (iii) counsel to David Wilhelm ("Wilhelm"), (iv) all other known secured creditors;
(v) counsel to the official committee of unsecured creditors appointed pursuant to Section 1102 of the Bankruptcy Code in the Case (the "Committee"); (vi) all parties requesting notice pursuant to Bankruptcy Rule 2002; and (vii) the Cordillera Metropolitan District and any other governmental authority to whom the Debtor owes or may owe obligations for the payment of tax assessments (collectively, the "Notice Parties"). Given the nature and the relief sought in the Motion, the foregoing notice of the Hearing and the relief requested in the Motion has been given pursuant to and complies with all applicable provisions of the Bankruptcy Code and the Bankruptcy Rules, including, without limitation, section 102( 1) of the Bankruptcy Code and Bankruptcy Rules 2002 and 400 1 and was sufficient and adequate. D. The requirements of Rule 4001 ofthe Federal Rules of Bankruptcy Procedure and

Local Rule 4001-3 have been satisfied.

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E.

The Debtor is seeking authorization to incur interim post-petition indebtedness

(the "Interim DIP Loan") from the DIP Lender pursuant to the terms hereof, as the same may be modified, supplemented or amended from time to time between the Debtor and the DIP Lender, with the consent of the Committee or by order of the Court, and to grant liens, security interests and superpriority claims to the DIP Lender under the terms set forth in this Interim Order.

Findings Regarding the Interim DIP Loan

F. The Debtor has an immediate need to obtain the Interim DIP Loan in order to

permit, among other things, the orderly continuation of the operation of its business, the maintenance of real property that comprises the value of the estate, and to pay insurance and costs of administration. The ability of the Debtor to obtain sufficient working capital and liquidity through the incurrence of the Interim DIP Loan is vital to the preservation and maintenance of the value of the estate. G. The DIP Lender is willing to allow the Debtor to obtain financing under the

Interim DIP Loan only upon the terms and conditions set forth in this Interim Order.
H.

The Debtor is unable on an interim basis to procure financing in the form of

unsecured credit allowable under Section 503(b)(l) of the Bankruptcy Code, as an administrative expense under Section 364(a) or (b) of the Bankruptcy Code, or in exchange for a grant of an administrative expense priority pursuant to Section 364(c)(l) of the Bankruptcy Code, without the grant of liens on assets. The Debtor has been unable to procure the necessary interim

financing on terms in the aggregate more favorable than the financing offered by the DIP Lender pursuant hereto.
I.

The terms of this Interim Order are fair, just and reasonable under the

circumstances, are ordinary and appropriate for secured financing to debtors-in-possession,

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reflect the Debtor's exercise of its prudent business judgment consistent with its fiduciary duties, and are supported by reasonably equivalent value and fair consideration. The terms and

conditions of this Interim Order have been negotiated in good faith and at arms' length and by and among the Debtor and the DIP Lender, with all parties being represented by counsel. Any credit extended under the terms of this Interim Order shall be deemed to have been extended in good faith by the DIP Lender as that term is used in Section 364(e) of the Bankruptcy Code, and the DIP Lender is and shall be entitled to the full benefits of such section with respect to the Interim DIP Loan and the liens, security interests, and administrative priority granted hereby.
J.

The relief requested in the Motion, to the extent granted herein, is necessary,

essential and appropriate, and is in the best interest of and will benefit the Debtor, its creditors and its estate, as its implementation will, among other things, provide the Debtor with the necessary liquidity to (a) minimize disruption to the Debtor's business and on-going operation, (b) preserve and maximize the value of the Debtor's estate for the benefit of all the Debtor's creditors, and (c) avoid immediate and irreparable harm to the Debtor, its creditors, its businesses, its employees and its assets.

Findings Regarding the Prepetition Secured Debt

L.

Alpine, Wilhelm, and the Rush Family Trust (the "Rush Trust"), as acknowledged

at the Hearing (Alpine) or as set forth on Exhibit C to this Interim Order (Wilhelm and the Rush Trust), have consented to the priming security interests, superpriority claim and other rights granted to the DIP Lender in this Interim Order.

Findings Regarding Use of Cash Collateral

M.

The DIP Loan proceeds are not the cash collateral, as defined in section 363(a) of

the Bankruptcy Code ("Cash Collateral"), of Alpine or Wilhelm. In any event, Alpine and

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Wilhelm have consented to the use of the DIP Loan proceeds in accordance with this Interim Order.
N.

Subject to the provisions of this Interim Order, the DIP Lender consents, under

Bankruptcy Code 363(c)(2), to the Debtor's use of Cash Collateral that is subject to the DIP Liens (as defined in paragraph 9 below) or the Superpriority Claim (as defined in paragraph 8 below) in accordance with the Budget and on the terms set forth herein.

0.

Subject to the provisions of the Interim Order (A) Authorizing Debtor's Use of

Cash Collateral, (B) Granting Adequate Protection, and (C) Scheduling Final Hearing Pursuant to Bankruptcy Rule 4001, dated June 27, 2012 (as such order is amended hereby and may be amended from time to time hereafter in accordance with the terms thereof or further order of the Court with the consent of Wilhelm and Alpine, the "Interim Cash Collateral Order"), Alpine and Wilhelm have consented to use of Cash Collateral in accordance with the Budget and on the terms set forth therein and herein. Based upon the foregoing findings and conclusions, and upon the record made before this Court at the Hearing, and good and sufficient cause appearing therefor, IT IS HEREBY ORDERED that: 1. The Motion is hereby granted in accordance with Bankruptcy Rule 4001 (c)(2) to

the extent provided in this Interim Order. This Interim Order shall be referred to herein as the

"Interim Order".
Interim DIP Loan
2. The Debtor is hereby authorized to borrow under the Interim DIP Loan, pursuant

to this Interim Order, the amount of up to $587,000 during the period from the date of this Interim Order through August 31, 2012 (the "Term'} Subject to the terms and conditions

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contained in this Interim Order, the Debtor shall use the proceeds of the Interim DIP Loan solely for the payment of (a) disbursements specifically identified in the budget attached as Exhibit A to this Interim Order (as the same may be supplemented or revised from time to time with (x) the approval of the DIP Lender, and (y) the consent of the Committee or order of the Court, the "Budget") (subject to the permitted variances) and (b) the interest accruing on the Interim DIP Loan in accordance herewith. 3. Advances, interest rate, prepayment, and certain other terms and conditions of the

Interim DIP Loan are as follows: (a) The initial advance ofthe Interim Dip Loan shall be made upon entry ofthis Interim Order or as soon thereafter as reasonably practical, and shall be in the amount of $225,000, $100,000 of which shall be used to fund the Retainers (as hereinafter defined). So long as no DIP Event of Default has occurred and is continuing, during the Term hereof, the balance of the Interim DIP Loan shall be funded on a weekly basis, on the first day of each week, in an amount equal to (i) the projected negative cash flow for such week as reflected in the Budget, plus or minus (ii) the amount, if any, by which ending cash for the previous week is less than or exceeds, respectively, the amount of ending cash projected for such previous week in the Budget; provided, that nothing contained herein shall require the DIP Lender to fund (x) any week's ending cash balance deficit that is in excess of 10% of such week's projected ending cash, or (y) any amount in excess of the Maximum Amount. Advances shall be requested in writing, specifying the amount of the advance requested, and certifying as to the previous week's ending cash balance.

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(b) Amounts outstanding from time to time under the Interim DIP Loan shall bear interest at six percent (6%) per annum. Accrued but unpaid interest shall be payable (i) monthly in arrears, commencing on August 1, 2012, and continuing on the first of each month thereafter, until the Interim DIP Loan has been repaid in full, and (ii) on the Termination Date (as hereinafter defined). To the extent of availability thereunder, the DIP Lender may make an advance under the Interim DIP Loan to pay any interest due in accordance with the foregoing. interest. (c) The then outstanding principal amount of the Interim DIP Loan shall be prepaid in the amount of the net proceeds received from the sale or other disposition of any material asset or assets of the Debtor. Any amounts so prepaid may not be reborrowed. (d) The Debtor shall (i) operate its business and maintain its assets in the ordinary course, consistent with the Budget, (ii) carry insurance coverage with respect to such risks, and with such limits, as is typical for businesses of similar type, (iii) pay as and when due the statutory fees of the US Trustee, and (iv) comply with its obligations under orders of the Court entered in this Case. (e) The proceeds of the Interim DIP Loan shall be used only in the manner, within the limits, and for the purposes set forth in this Interim Order. Otherwise, the Debtor shall make payment of such

(t) During the Term, the Debtor shall provide to the DIP Lender and the
Committee, by and through counsel, within three (3) days following the end of each week, a report of all income received by the Debtor and all expenses paid

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by the Debtor during such week, formatted in line item form in a manner consistent with the Budget, and including a comparison of such actual results as against the Budget's projections. In addition, the Debtor shall provide to the DIP Lender such supporting information with respect to the actual results reflected in such reporting as the DIP Lender from time to time shall request. (g) During the Term, and not withstanding such signature authority as may otherwise exist with respect to the Debtor's bank accounts, DanielL. Fitchett, Jr. (i) shall have sole and exclusive authority and control over (x) all Cash Collateral and proceeds of the Interim DIP Loan, and (y) the use and expenditure thereof by the Debtor, and (ii) shall have sole and exclusive authority to request advances under the Interim DIP Loan. 4. The terms and conditions of the Interim DIP Loan are hereby approved in all

respects and made fully enforceable against the Debtor and the DIP Lender. 5. In furtherance of the foregoing, the Debtor is authorized and directed to do and

perform all acts that may be reasonably required or necessary for the Debtor's performance hereunder, and any such acts are hereby approved. 6. The terms, conditions, covenants, and provisions of or contained in this Interim

Order shall be sufficient and conclusive evidence of the borrowing arrangements by and between the Debtor and the DIP Lender and of the Debtor's assumption and adoption of all of the terms, conditions, covenants, and provisions hereof, regardless of whether any or all of such terms, conditions, covenants, or provisions are also or otherwise evidenced by any agreements, instruments, or documents other than this Interim Order. 7. The Debtor and the DIP Lender may amend, modify, supplement or waive any of

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the terms and conditions of the Interim DIP Loan, including, without limitation, to extend the maturity thereof, increase the amount thereof, or amend or modify the Budget (an

"Amendment") without further approval or order of the Court so long as (a) such Amendment is
consented to by the Committee and Wilhelm, (b) the Debtor files the Amendment with the Court and gives notice thereofto the Notice Parties (an "Amendment Notice'), and (c) no objection to the Amendment is filed with the Court within two (2) business days from the later of the date the Amendment Notice is served or the date the Amendment is filed with the Court in accordance with this paragraph. Nothing herein shall preclude the Debtor from seeking an order of the Court with respect to an Amendment in the event that Wilhelm or the Committee decline to consent thereto.

Superpriority Claim
8. To secure the prompt payment and performance of any and all of the Debtor's

obligations to the DIP Lender with respect to the Interim DIP Loan (collectively, the "DIP

Obligations"), the DIP Lender is hereby granted, effective as of the date of this Interim Order,
pursuant to section 364(c)(1) of the Bankruptcy Code, a claim (the "Superpriority Claim") with priority over any and all administrative expenses or other claims of the kind specified in, or ordered pursuant to, sections 105, 326, 327, 328, 330, 331, 503(b), 506(c), 507(a), the "equity" exception in section 552(b), 726 or any other provision of the Bankruptcy Code (whether incurred in this Case or in any successor cases) equal to the amount of DIP Obligations authorized by this Interim Order. DIP Liens 9. To secure the prompt payment and performance of any and all DIP Obligations,

effective as of the date of this Interim Order, pursuant to Bankruptcy Code 364(c)(2) and

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364(d)( 1), the DIP Lender shall have, and is hereby granted liens, security interests and mortgages in all of the assets of the Debtor (collectively, the "DIP Collateral"), excluding only (a) claims and recoveries under Sections 544-550 of the Bankruptcy Code (the "Avoidance

Actions"), (b) payroll and fiduciary deposit accounts required by law, and any assets which are
not assignable by the Debtor as a matter of law, including under the Bankruptcy Code, (c) the sum of $50,000, which shall be funded from the Interim DIP Loan for the payment of fees and expenses incurred by the Committee's professionals, subject to allowance by this Court and the terms of this Interim Order (the "Committee Retainer'), which amount shall be advanced to, and maintained by, Munsch Hardt Kopf & Harr P.C. or other Committee professionals, in a client trust account as retainer funds, and (d) the sum of $50,000, which shall be funded from the Interim DIP Loan for the payment of fees and expenses incurred by the Debtor's professionals, subject to allowance by this Court and the terms of this Interim Order (the "Debtor Retainer" and, with the Committee Retainer, the "Retainers'), which amount shall be advanced to the Debtor for payment to Foley & Lardner LLP or other Debtor professionals, and shall be maintained by such professionals in a client trust account as retainer funds, which security interests, liens and mortgages shall be priming, first priority liens and mortgages (collectively, the "DIP Liens") subject only to the liens and security interests listed on Exhibit B to this Interim Order (collectively, the "Permitted Senior Liens"). 10. Pursuant to Bankruptcy Code Section 364(d)(l), the DIP Liens that are granted on

the DIP Collateral shall be perfected first priority, senior priming liens and mortgages, subject and subordinate only to the Permitted Senior Liens, and all other security interests, liens and mortgages on the DIP Collateral shall be primed by and made subject and subordinate to the DIP Liens. The DIP Liens granted in favor of the DIP Lender in all of the DIP Collateral shall

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be perfected without the recordation of any Uniform Commercial Code financing statements, notices of lien or other instruments of mortgage or assignment. 11. Any of the DIP Liens which are subject to Permitted Senior Liens shall be DIP

Liens junior in right and interest only to the Permitted Senior Liens (such junior liens, the

"Second Liens"). The Second Liens are part of the DIP Liens, are secured by the DIP Collateral,
and are automatically perfected as provided in paragraph 10. 12. With respect to the personal property DIP Collateral, and subject to Paragraphs 21

and 23 of this Interim order, the DIP Lender shall have all of the rights and remedies of a secured creditor under the Uniform Commercial Code. With respect to the real property DIP Collateral, and subject to Paragraph 23 of this Interim Order, the DIP Lender shall have the same rights and remedies as provided in the Deed of Trust, dated as of June 26, 2009, among Cordillera Golf Club, LLC, Cordillera F&B, LLC, Alpine Bank, and the Public Trustee of Eagle County, State of Colorado, I.D. No. 200912623, with respect to the real property collateral covered thereby. 13. The DIP Liens shall not be subject or subordinate to: (i) any lien or security

interest that is avoided and preserved for the benefit of the Debtor and its estate under section 551 of the Bankruptcy Code, or (ii) any liens arising after the Petition Date including, without limitation, any liens or security interests granted in favor of any federal, state, municipal, or other governmental unit, commission, board or court for any liability of the Debtor, except in each case the Permitted Senior Liens. 14. Notwithstanding anything to the contrary in this Interim Order, Avoidance

Actions and the Retainers, other than avoidance actions under section 549 of the Bankruptcy Code to the extent any portion of the DIP Collateral is transferred in a manner not authorized by the Court or the Bankruptcy Code, do not constitute DIP Collateral.

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15.

The Interim Order shall be sufficient and conclusive evidence of the priority,

perfection and validity of the post-petition liens and security interests granted herein, effective as of the Petition Date, without any further act and without regard to any other federal, state or local requirements or law requiring notice, filing, registration, recording or possession of the DIP Collateral, or other act to validate or perfect such security interest or lien, including without limitation, control agreements with the Debtor's existing U.S. Bank commercial accounts or with any other financial institution(s) holding a blocked account or other depository account consisting of DIP Collateral (a "Perfection Act"). Notwithstanding the foregoing, if the DIP Lender shall, in its sole discretion, elect for any reason to file, record or otherwise effectuate any Perfection Act, the DIP Lender is authorized to perform such act, and the Debtor is authorized and directed to perform such act to the extent necessary or required by the DIP Lender, which act or acts shall be deemed to have been accomplished as of the date and time of entry of this Interim Order notwithstanding the date and time actually accomplished, and in such event, the subject filing or recording office is authorized to accept, file or record any document in regard to such act in accordance with applicable law. The DIP Lender may choose to file, record or present a certified copy of this Interim Order in the same manner as a Perfection Act, which shall be tantamount to a Perfection Act, and, in such event, the subject filing or recording office is authorized to accept, file or record such certified copy of this Interim Order in accordance with applicable law. Should the DIP Lender so choose and attempt to file, record or perform a Perfection Act, no defect or failure in connection with such attempt shall in any way limit, waive or alter the validity, enforceability, attachment, or perfection of the post-petition liens and security interests granted herein by virtue ofthe entry of this Interim Order. 16. Notwithstanding anything to the contrary contained in any pre-petition agreement,

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contract, lease, document, note or instrument to which the Debtor is a party or under which the Debtor is obligated, any provision that restricts, limits or impairs in any way the Debtor from granting the DIP Lender security interests in or liens upon any of the Debtor's assets or properties (including, among other things, any anti-lien granting or anti-assignment clauses in any leases or other contractual arrangements to which the Debtor is a party) under this Interim Order, or otherwise entering into and complying with all of the terms, conditions and provisions hereof, shall not (i) be effective and/or enforceable against the Debtor of the DIP Lender, or (ii) adversely affect the validity, priority or enforceability of the liens, security interests, claims, rights, priorities and/or protections granted to the DIP Lender pursuant to this Interim Order to the maximum extent permitted under the Bankruptcy Code and other applicable law. 17. Notwithstanding anything to the contrary in this Interim Order, the proceeds of

the Interim DIP Loan shall not be used to pay the professional fees or expenses of either the Debtor or the Committee in connection with: (a) an assertion of or joinder in any claim, counterclaim, action, proceeding, application, motion, objection, defense or other contested matter seeking any order, judgment, determination or similar relief: (i) challenging the legality, validity, priority, perfection, or enforceability of any of the pre-petition liens or claims of Alpine (the

"Alpine Pre-Petition Liens and Claims'1 or seeking to prime or subordinate any such lien or
claim other than pursuant hereto, (ii) challenging the legality, validity, priority, perfection, or enforceability of the Interim DIP Loan, or the DIP Lender's security interests in the DIP Collateral as it relates to the Interim DIP Loan, (iii) invalidating, setting aside, avoiding or subordinating, in whole or in part, the Alpine Pre-Petition Liens and Claims, the Interim DIP Loan, or the DIP Lender's liens on and security interests in the DIP Collateral, (iv) preventing, hindering, or delaying the DIP Lender's assertion or enforcement of any lien, claim, right or

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security interest or realization upon any DIP Collateral in accordance with the terms and conditions of this Interim Order, or (v) seeking (or opposing) dismissal of this Case or conversion of this Case to a case under Chapter 7 of the Bankruptcy Code, (b) a request to use the Cash Collateral without the prior written consent of the DIP Lender or Alpine except as permitted under this Interim Order or the Interim Cash Collateral Order, (c) a request for authorization to obtain debtor-in-possession financing or other financial accommodations pursuant to Section 364(c) or Section 364(d) of the Bankruptcy Code, other than from the DIP Lender, without the prior written consent of the DIP Lender, or (d) the commencement or prosecution of any action or proceeding asserting any claims, causes of action or defenses against Alpine (in such capacity or as the DIP Lender) or any of its officers, directors, employees, agents, attorneys, affiliates, successors or assigns in their capacities as such, or (e) any act (i) which has or is intended to have the effect of materially and adversely modifying or compromising the rights and remedies of the DIP Lender, in its capacity as such, (ii) which is contrary, in a manner that is material and adverse to the DIP Lender, in its capacity as such, to any term or condition set forth in or acknowledged by this Interim Order, or (iii) which results in the occurrence of a DIP Event of Default under this Interim Order, other than under Paragraph 22(c) hereof. 18. Subject to the foregoing, the Debtor may use the proceeds of the Interim DIP

Loan to pay, subject to the Budget, (a) fees and expenses of professionals engaged by the Debtor or the Committee from the Retainers and pursuant to order of the Court, and (b) US Trustee statutory fees.
Use of DIP Loan Proceeds and/or Cash Collateral

19.

The Debtor is authorized to request advances under the Interim DIP Loan, and to

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use the DIP Loan proceeds and Cash Collateral consistent with this Interim Order, the Budget, and the Interim Cash Collateral Order through August 31, 2012, subject to the following variances: (a) expenditures budgeted to be spent during a certain period, but not actually

spent in such period, may be spent in later periods; (b) as to each line item in the Budget, total actual expenditures may exceed

total budgeted expenditures by up to 10% (or such other greater amount as the DIP Lender and the Committee may consent to, or as the Court, with the consent of the DIP Lender, may authorize); and (c) the variance between total actual and total budgeted expenditures may not

exceed 10% in the aggregate (or such other greater amount as the DIP Lender and the Committee may consent to, or as the Court, with the consent of the DIP Lender, may authorize). 20. To the extent this Interim Order conflicts with the Interim Cash Collateral Order,

this Interim Order shall control.

Automatic Stay and Certain Remedies

21.

The automatic stay provisions of section 362 of the Bankruptcy Code are hereby

modified to the extent necessary to permit the Debtor to grant the DIP Liens on an interim basis and to perform the Debtor's obligations under this Interim Order, and (ii) the DIP Lender to deliver the Enforcement Notice (as defined herein). Upon the occurrence of a DIP Event of Default and delivery of the Enforcement Notice, the DIP Lender shall be entitled to an expedited hearing in this Court (as provided in paragraph 23 ofthis Interim Order) for authority to exercise all rights and remedies provided for hereunder.
Interim DIP Loan Events of Default

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22.

Events of Default. Unless the DIP Lender shall have provided prior written

consent, or all DIP Obligations shall have been indefeasibly paid in full in cash, each of the following shall constitute a "DIP Event of Default":
(a)

issuance

of an order staying, reversing,

modifying (unless such

modification will not adversely affect the DIP Lender, its rights hereunder, or the liens and superpriority claims granted hereby), withdrawing, or vacating this Interim Order without the consent of the DIP Lender;
(b) (c)

the dismissal of the Case or the conversion of the Case to chapter 7; the appointment of a chapter 11 trustee or an examiner with expanded

powers in the Case;

(d)

the granting of relief from the automatic stay to any creditor having a lien

on or security interest in any material portion of the DIP Collateral permitting foreclosure
r"

OJ\repossession of such material portion of the DIP Collateral; (e) the breach by the Debtor of any term or provision of this Interim Order

which is not cured within two (2) days after written notice thereof is given by the DIP Lender to the Debtor and the Committee; or
(f)

the filing of any motion by, or with the support or consent of, the Debtor or

Wilhelm (i) seeking to use Cash Collateral in a manner inconsistent herewith or with the Interim Cash Collateral Order, without the consent of the DIP Lender and Alpine, or (ii) seeking to obtain debtor-in-possession financing secured by a security interest in, or lien upon, any property of the Debtor having parity with or priority over the security interests and liens in such property held by the DIP Lender or Alpine, unless such motion contemplates, and any order granting such motion requires, that the proceeds thereof shall

16

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be used, at closing of such financing, to repay in full the then outstanding balance of the Interim DIP Loan, together will all accrued but unpaid interest thereon (a "Replacement

DIP").
23. Upon the occurrence of any DIP Event of Default, (a) the obligation of the DIP

Lender to make further advances under the Interim DIP Loan shall cease immediately, without need for further action of any kind by the DIP Lender, and (b) at any time thereafter during the continuance thereof, if the DIP Lender delivers written notice of any such occurrence (the

"Enforcement Notice") (in each case given to the Debtor, counsel to Wilhelm, counsel to the
Committee, and the U. S. Trustee) then, immediately upon receipt of such Enforcement Notice, the Debtor shall have no right, except with further Court approval or the consent of the DIP Lender, to use any proceeds of the DIP Collateral other than towards the satisfaction ofthe DIP Obligations. Such Enforcement Notice shall also be filed with the Court. Upon delivery of the Enforcement Notice, the DIP Lender shall be entitled to an expedited hearing on five (5) business days prior notice to the parties entitled to receive the Enforcement Notice for authority to exercise all rights and remedies provided for hereunder. 24. Except as provided in the Budget and permitted hereby, no costs or expenses of

administration which have or may be incurred in the Case at any time shall be charged against the DIP Lender, its claims, or the DIP Collateral, pursuant to Section 506(c) of the Bankruptcy Code or otherwise, without the prior written consent of the DIP Lender, and no such consent shall be implied from any other action, inaction or acquiescence by the DIP Lender.

17

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Termination
25. The Interim DIP Loan and any other obligations due under this Interim Order shall

be due and payable, without notice and demand, upon the earliest to occur of the following (the

"Termination Date"):
a. b. c. d. e. January 25, 2013, unless extended by an Amendment; the effective date of any plan of reorganization for the Debtor; the consummation of a sale of all or substantially all assets of the Debtor; the closing of a Replacement DIP; or the occurrence of a DIP Event of Default and delivery of an Enforcement

Notice which is not cured as provided herein or waived. 26. Unless and until the Interim DIP Loan is unconditionally and indefeasibly repaid

in full in cash, (a) the protections afforded to the DIP Lender under this Interim Order shall survive the entry of any order confirming a plan of reorganization or converting the Case into a case under chapter 7 ofthe Bankruptcy Code, and (b) the DIP Liens and the Superpriority Claim shall continue and shall maintain their priority as provided by this Interim Order. 27. In no event shall the DIP Lender be subject to the equitable doctrine of

"Marshalling" or any similar doctrine with respect to the DIP Collateral as it relates to the Interim DIP Loan. Miscellaneous 28. This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Interim Order. 29. The Debtor agrees that during the Term it shall not (a) file any plan of

reorganization, without the consent of Alpine Bank, that does not propose to pay and satisfy in

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Case:12-24882-ABC Doc#:297 Filed:07/29/12

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full the allowed Alpine Pre-Petition Liens and Claims on the effective date of such plan; provided that, nothing contained herein shall constitute an allowance of any such liens or claims, or (b) take or continue any action for which its professionals are prohibited from receiving compensation from the Debtor Retainer or otherwise from the Interim DIP Loan proceeds under Paragraph 17 hereof. Notwithstanding the foregoing the Debtor may, subject to such Paragraph 17 prohibition, to the extent applicable, (x) oppose a motion for appointment of a Chapter 11 trustee or examiner, or a motion seeking conversion or dismissal of this Case, (y) file or serve complaints or other pleadings asserting claims or causes of action otherwise prohibited hereby to the extent necessary to preserve such claims or causes of actions, but may not prosecute such claims or causes of action during the Term, and no answer or other response shall be required thereto during the Term, and (z) negotiate, or file a motion seeking approval of, a Replacement DIP; provided that, the hearing on any such motion shall not be set earlier than August 24, 2012, and the DIP Lender or Alpine may oppose any such Replacement DIP motion on any available grounds, and no finding contained herein with respect to the Interim DIP Loan shall preclude the DIP Lender or Alpine from contesting a similar or comparable finding with respect to a Replacement DIP. 30. The DIP Lender and Alpine agree that during the Term and so long as no DIP

Event of Default has occurred and is continuing, it shall not (a) file, join in, support, or consent to the filing of any motion for appointment of a Chapter 11 trustee or examiner, or a motion seeking conversion or dismissal of this Case; provided, that nothing contained herein shall require the DIP Lender or Alpine to affirmatively oppose any such motion, or (b) file a motion seeking relief from the automatic stay with respect to the Alpine Pre-Petition Liens and Claims. 31. Other than as expressly set forth in this Interim Order, no party shall be limited in

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Case:12-24882-ABC Doc#:297 Filed:07/29/12

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the actions or positions it may take, oppose, or support, consistent with such party's rights under applicable law, court orders, and agreements. 32. The Interim Cash Collateral Order is hereby amended to extend the term thereof

through and including August 31, 2012, and to substitute the Budget for the budget attached to the Interim Cash Collateral Order. 33. Notwithstanding the possible applicability of Bankruptcy Rules 4001(a)(3),

6004(h), 7062, 9014, or other rules, the terms and conditions of this Interim Order shall be immediately effective and enforceable upon its entry. 34. Nothing contained in this Interim Order prejudices any of the parties' rights to

object to the entry of an additional interim or final order on any grounds. 35. The Debtor shall promptly mail copies of this Interim Order to the Notice Parties.

Dated: July ;)..120 12

A. BRUCE CAMPB L UNITED STATES B

a~

RUPTCY JUDGE

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Exhibit A to Interim Order Budget

Entered:07/29/12 22:44:56 Page24 of 28

Cordillera Golf Club LLC Forecasted Short Term Cash Flow Budget For the Weeks Ended June 29, 2012 -August 31, 2012
6/29/12
-c---

7/6/12

7/13/12

7/20/12

7/27/12

8/3/12
----

8/10/12

8/17/12
---1--

8/24/12

8/31/12

Revenues:
---

Me-mbership Dues Social & Golf Golf Revenue (greens, cart fees, rental, other) Golf Shop Sales Food and Beverage Other Revenue Total Revenues

- --12 3 4 5

101,357 6,996 3,952 5,183 5 117,493

$
17,900 5,100 23,000

3,000 37,275 5,600 6,500 35,000 87,375

-$ -

5,000 36,750 5,600 9,000 56,350

12,000 36,750 5,600 9,000 63,350

78,900 34,717 6,400 10,637 130,654

31,000 34,717 6,400 11,500 83,617

10,000 34,717 6,400 10,750 61,867

5,710 34,717 6,400 10,150 56,977

$
34,715 6,400 10,000 51,115

Cost of Goods: F&B

Food & Beverage Operations Golf Operations Golf Course Maintenance Other Amenities/Misc. Expense General/ Administrative I Management Building Maintenance Utilities, Insurance, POA Property Taxes Total Operational Disbursements Cash Flow Before Capital Expenditures Capital Expenditures Cash Flow From Operations
-------

6 7 8 9 10 11 12 13

(162)

(24,500) (21,180) (48,400) (2,837) (30,729) (5,620)

(37,134) (23,487) (45,412) (3,837) (25,943) (7,000)

(6,500) (13,113) (14,774) (1,608) (5,607) (4,838)

(27,907) (20,687) (45,911) (3,837) (45,715) (5,615) (35,209) (184,881) (121,531)

(6,000) (36,553) (42,123) (1,000) (95,571) (2,809) (18,541) (202,597) (71,943)

(29,407) (16,614) (50,412) (3,837) (29,685) (5,615) (32,659) (168,229) (84,612)

(5,000) (24,040) (67,149) (1,000) (19,486) (2,808) (8,671) (128,154) (66,287)

(27,907) (16,614) (45,912) (3,837) (25,715) (5,615) (10,041) (135,641) (78,664) (8,000) (86,664)
-

(5,000) (15,750) (23,249) (1,000) (6,486) (9,026) (43,605) (104,116) (53,001)

r-----

(162) 117,331

(133,266) (110,266) (12,000) (122,266)

------- - ------

(142,813) (55,438)

(46,440) 9,910

Case:12-24882-ABC Doc#:297 Filed:07/29/12

14 117,331

(55,438)

9,910

(121,531)

(71,943)

(84,612)

(66,287)

(53,001)
----~-----

Restructuring:
Pre-Petition Interest
~_Fees

- r-----

DIP Interest Legal, Restructuring and US Trustee Fees UCC Counsel and Financial Advisors Utility Deposits Capital Event Principal Payment to DIP Lender and Alpine Bank Total Restructuring Costs Total Cash Flow Before DIP Beginning Cash Total Cash Flow Before DIP !=---: Term Loan Draw Ending Cash

15 16 --- f--- 17 18 - --

----

(1,125) (50,000) (50,000) (32,000)

19 20 21

(32,000) 117,331 (122,266) 234,683 (122,266) (55,438) 112,417 (55,43_1!1 (22,090) 56,980 (22,090) 34,890

(100,000) (221,531) 34,890 (221,531) _225,000 38,359 $ (71,943) 38,359 (71,943) 72,000 38,415 $ (84,612) 38,415 (84,612) 85,000 38,803 (66,287) 38,803 (66,287) 65,000 37,516 $ (86,664) 37,516 (86,664) 86,000 36,852 $

(1,125) (54,126)
3~~~ (54,126) 54,000 36,727

------- -----

117,352 117,331 234,683

1-$

22

112,417

56,980

1 of 1

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Exhibit B to Interim Order Permitted Senior Liens The following shall be deemed Permitted Senior Liens, unless held by Alpine, Wilhelm, or the Rush Trust, each of which have consented and agreed that any liens, claims, encumbrances, or other interests held by them in the DIP Collateral, as security for the DIP Obligations, are subject and subordinate to the DIP Lien: 1. Matters of record set forth in the title report dated June 20, 2012, issued by Stuart Title, Order No. 958951. 2. The interest of John Deere I Deere Credit, Inc. in the property described in the UCC financing statement filed on November 9, 2009, as and to the extent properly perfected. 3. The interest of Wells Fargo Financial Leasing, Inc. in the property described in the UCC financing statement filed on July 2, 2010, as and to the extent property perfected. 4. Security interests and liens in existence as of the Petition Date in personal property to the extent such security interests and liens are properly perfected. 5. Liens on unearned insurance premiums granted in connection with insurance policy premium financing arrangements with respect to the insurance policies obtained by the Debtor, as and to the extent properly perfected. 6. Liens of any taxing authority to the extent such liens relate back and have priority under applicable non-bankruptcy law. 7. Purchase money security interests (including capital leases) arising after the Petition Date securing the cost of acquisition of the property covered thereby, as and to the extent that such security interests (a) are properly perfected, (b) encumber only the property acquired in connection therewith, and (c) do not exceed in the aggregate amounts for such purpose reflected on the Budget (with permitted variances). 8. The following liens to the extent arising after the Petition Date and perfected: (a) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like liens, arising in the ordinary course of business, in each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings, subject to adequate reserves in accordance with GAAP; (b) liens or rights of setoff of a customary nature on bank, brokerage or similar accounts or on negotiable instruments incurred in the ordinary course ofbusiness; (c) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; (d) other liens imposed by law or that arise by operation of law in the ordinary course ofbusiness (other than any such liens granted under Sections 363 or 364 of the Bankruptcy Code), in each case only for amounts not yet due or which are being contested in good faith by appropriate proceedings, subject to adequate reserves in accordance with GAAP, and which are disclosed by the Debtor to the DIP Lender immediately upon arising.

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Nothing contained herein shall constitute an admission of or with respect to the extent, validity or priority of any claim of lien or security interest.

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Exhibit C to Interim Order

Consent to DIP Liens

The undersigned hereby consent to the granting of the DIP Liens securing the DIP Obligations in accordance with Paragraph 9 ofthe Interim Order, and consent and agree that the DIP Liens, as security for the DIP Obligations, in accordance with Bankruptcy Code Section 364(d)(l ), shall be senior in priority to any lien, claim, encumbrance or other interest held by the undersigned or either of them in the DIP Collateral.

THE RUSH FAMILY TRUST

By:_ _ _ _ _ _ _ _ _ __

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Exhibit C to Interim Order Consent to DIP Liens

The undersigned hereby consent to the granting of the DTP Liens securing the DTP Obligations in accordance with Paragraph 9 of the Interim Order, and consent and agree that the DIP Liens, as security for the DIP Obligations, in accordance with Bankruptcy Code Section 364(d)(l ), shall be senior in priority to any lien, claim, encumbrance or other interest held by the undersigned or either of them in the DIP Collateral.

DAVID WILHELM

THE RUSH FAMILY TRUST