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UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO In re Chapter 11

CORDILLERA GOLF CLUB, LLC

dba The Club at Cordillera, Tax ID I EIN: 27-0331317 Debtor. Case No. 12-24882-ABC

SUPPLEMENTAL DECLARATION OF CHRISTOPHER CELENTINO IN SUPPORT OF APPLICATION OF THE DEBTOR AND DEBTOR IN POSSESSION FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETmON DATE I, Christopher Celentino, declare as follows: 1. I am an attorney duly admitted to practice before this Court. See Order Granting

Motion for Pro Hac Vice Admission of Christopher Ce1entino [Dkt. No. 253]. I am a partner of the law firm Foley & Lardner LLP ("Firm" or "FL"), proposed counsel for Debtor and Debtor-inPossession Cordillera Golf Club, LLC dba The Club at Cordillera (hereinafter "Applicant" or "Debtor") in the above-captioned matter. 2. The facts stated below are personally known to me, except for those matters based

upon information and belief and as to those, I believe them to be true. If called as a witness, I could and would competently testify to the truth of such facts. 3. The Firm was retained by the Debtor specifically for this Chapter 11 proceeding

(the "Case 11 ) pursuant to an engagement agreement dated June 21,2012. 4. On or about July 10,2012, the Debtor filed its Application of the Debtor and

Debtor in Possession for an Order Authorizing the Retention and Employment of Foley & Lardner LLP as General Bankruptcy Counsel to the Debtor Nunc Pro Tunc to the Petition Date (the "Application") [Dkt. No. 115]. A hearing on the Application was originally set for July 27,

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2012 in the Bankruptcy Court for the District of Delaware. However, in light of the transfer of venue of the Case to this Court, the hearing on the Application was held on July 30,2012. 5. The Application and pleadings filed in support thereof set forth in detail certain

representations by the Finn of parties affiliated with the Debtor with respect to matters other than the Case. At the time of the hearing, the Court ruled that it would approve the Application conditioned upon the Firm withdrawing from representation of David A. Wilhelm and other persons and/or entities affiliated with Mr. Wilhem, which representation was as disclosed in the Application and supporting pleadings. The Court requested that this Declaration be filed as evidence of such withdrawal of such representation as long as the Case is pending and the Debtor is a debtor-in-possession. 6. I represent to the Court that as of August 3, 2012, the Finn has withdrawn and

resigned from the legal representation of each of David A. Wilhem, Patrick D. Wilhem, WFP Investments, LLC, WFP Cordillera, LLC, Cordillera Golf Holdings, LLC, Cordillera Development, LLC, CGH Manager, LLC, Mayacama Lot 24, LLC, Mayacama Investments, LLC, Mayacama Golf Club, LLC, MCIH, LLC, and Mayacama Cottage Investments, LLC, and their respective affiliates (other than Debtor), in connection with any matters, with such parties' consent, and further with their acknowledgement and consent that as a result of the Finn's representation of the Debtor in connection with the Case, the Finn may be adverse to one or more of such persons and/or entities and their waiver of any and all conflicts arising out of or in connection therewith. One or more substitutions of counsel of record may be needed in connection with the Finn's withdrawal of certain representations as set forth herein, and I am informed and believe that such substitutions are in process. 7. I further represent to the Court that as of August 3, 2012, Van A. Tengberg

resigned and withdrew as an Independent Manager ofWPF Investments, LLC and has advised that he shall have no further duties, liabilities or obligations relating thereto or in connection therewith.

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8.

The Application was timely filed and requests approval of employment of the

Finn nunc m:g tunc to the petition date, as is the customary practice. I am advised that the Official Creditor's Committee may object to the Finn's employment .rum pro tunc. I request that the Firm's employment be approved nunc m2 tunc in the Case to the date of the petition, as is customary and has been approved in the Case as to other Debtor's professionals. The Firm has represented no other persons or entities in the Case and all actions taken in the Case have been for the benefit of the Debtor and the within Estate. 9. I declare under penalty of perjury under the laws of the United States that the

foregoing is true and correct, except for those matters stated upon the information and belief and as to those, I believe them to be true. 10. Executed this 7th day of August, 2012, at San Diego, California.

Christopher Celentino

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Submitted this 7th day of August, 2012. SENDER& WASSERMAN, P.C.

Is/ Harvey Sender

Harvey Sender, #7 546 David V. Wadsworth, #32066 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Telephone: 303-296-1999 Facsimile: 303-296-7600 Email: sender@sendwass.com Counsel for the Debtor and Debtor-in-Possession and FOLEY & LARDNER LLP Christopher Celentino (CA No. 131688) Mikel Bistrow (CA No. 102978) Dawn A. Messick (CA No. 236941) 402 West Broadway, Suite 21 00 San Diego, California 921 01 Telephone: 619-234-6655 Facsimile: 619-234-3510 Email: ccelentino@foley.com Email: mbistrow@foley.com Proposed Counsel for Debtor and Debtor in Possession

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UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO In re Chapter 11 CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera, Case No. 12-24882-ABC

Tax ID / EIN: 27-0331317

Debtor. ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE This matter came on for hearing on July 30, 2012 on the Application1 of the Debtor and Debtor in Possession for an Order Authorizing the Retention and Employment of Foley & Lardner LLP (the "Firm") as General Bankruptcy Counsel to the Debtor Nunc Pro Tunc to the Petition Date (the "Application"), pursuant to Section 327(a) of the Bankruptcy Code and Bankruptcy Rule 2014. Upon consideration of the objections filed by the Official Committee of Unsecured Creditors (the "OCC") and the United States Trustee, and the Joinder in the Objection of the OCC filed by Cheryl M. Foley, et al., Individually and as Representatives of a Certified Class of Members; the file in this matter and the arguments of counsel made at the hearing; based on the findings and conclusions made in open court; and based upon the Supplemental Declaration of Christopher Celentino in Support of Application of the Debtor and Debtor in Possession for an Order Authorizing the Retention and Employment of Foley & Lardner LLP as General Bankruptcy Counsel to the Debtor Nunc Pro Tunc to the Petition Date, filed with this Court on August 7, 2012 [Dkt. No. 340] (the "Supplemental Celentino Declaration"); and it further appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.
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and 1334; and it appearing that the Application is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and this Court being satisfied based on the representations made in the Application, the Celentino Declaration and the Supplemental Celentino Declaration that said attorneys represent no interest adverse to the Debtor's estate with respect to the matters upon which they are to be engaged, that they are disinterested persons as that term is defined under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and that their employment is necessary and in the best interests of the Debtor's estate; and due and sufficient notice of the Application having been given; and it appearing that no other or further notice need be provided; and after due deliberation and sufficient cause therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Application is GRANTED AND APPROVED. In accordance with Section 327(a) of the Bankruptcy Code, the Debtor, as debtor

and debtor-in-possession, is hereby authorized to retain and employ the firm of Foley & Lardner LLP as its general bankruptcy counsel on the terms set forth in the Application, the Celentino Declaration and the Engagement Agreement, effective nunc pro tunc to the Petition Date; provided that the Firm shall not, while this Case is pending and the Firm is representing the Debtor as a debtor-in-possession, represent and/or continue to represent David A. Wilhem, WFP Investments, LLC or their other related affiliates as set forth in the Celentino Declaration and as to which the Firm has withdrawn from representation as set forth in the Supplemental Celentino Declaration. 3. The Firm shall be entitled to allowance of compensation and reimbursement of

expenses upon the filing and approval of interim and final applications pursuant to the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court and such other orders as this Court may direct. 4. The Debtor is authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application.

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5.

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

the implementation of this Order. Dated: , 2012 A. BRUCE CAMPBELL UNITED STATES BANKRUPTCY JUDGE

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