10000001729

4820-1167-5921.
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UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO

In re: )
)
CORDILLERA GOLF CLUB, LLC dba ) Case No. 12-24882 ABC
The Club at Cordillera )
EIN: 27-0331317, ) Chapter 11
)
Debtor. )

NOTICE OF FILING THE REDLINE OF THE ASSET PURCHASE AGREEMENT
REGARDING THE JOINT MOTION OF THE DEBTOR AND OFFICIAL
COMMITTEE OF UNSECURED CREDITORS FOR ORDER: (A)
AUTHORIZING AND SCHEDULING THE SALE OF SUBSTANTIALLY ALL
OPERATING ASSETS OF THE ESTATE, FREE AND CLEAR OF ALL LIENS,
CLAIMS, AND ENCUMBRANCES, (B) APPROVING PROCEDURES FOR THE
SUBMISSION OF QUALIFYING BIDS AND CONDUCTING THE SALE, AND
(C) APPROVING THE FORM AND MANNER OF NOTICE PURSUANT TO
FEDERAL RULE OF BANKRUPTCY PROCEDURE 2002

The Debtor, Cordillera Golf Club, LLC, dba The Club at Cordillera, Debtor in
Possession herein (Debtor), by and through its undersigned counsel, hereby submits its
Notice of Filing the Redline of the Asset Purchase Agreement Regarding the Joint
Motion of the Debtor and Official Committee of Unsecured Creditors for Order:
(A) Authorizing and Scheduling the Sale of Substantially All Operating Assets of the
Estate, Free and Clear of All Liens, Claims, and Encumbrances, (B) Approving
Procedures for the Submission of Qualifying Bids and Conducting the Sale, and
(C) Approving the Form and Manner of Notice Pursuant to Federal Rule of Bankruptcy
Procedure 2002 as follows:
1. The Debtor filed its Joint Motion of the Debtor and Official Committee of
Unsecured Creditors for Order: (A) Authorizing and Scheduling the Sale of Substantially

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All Operating Assets of the Estate, Free and Clear of All Liens, Claims, and
Encumbrances, (B) Approving Procedures for the Submission of Qualifying Bids and
Conducting the Sale, and (C) Approving the Form and Manner of Notice Pursuant to
Federal Rule of Bankruptcy Procedure 2002 on October 5, 2012 (the Motion) [Docket
No. 521].
2. On October 19, 2012, Debtor filed the Notice of Filing the Asset Purchase
Agreement Regarding the Joint Motion of the Debtor and Official Committee of
Unsecured Creditors for Order: (A) Authorizing and Scheduling the Sale of Substantially
All Operating Assets of the Estate, Free and Clear of All Liens, Claims, and
Encumbrances, (B) Approving Procedures for the Submission of Qualifying Bids and
Conducting the Sale, and (C) Approving the Form and Manner of Notice Pursuant to
Federal Rule of Bankruptcy Procedure 2002 [Docket No. 539].
3. Attached hereto as Exhibit A is a redline showing the Court the revisions
that were made to the Purchase and Sale Agreement and Escrow Instructions (APA)
filed on October 19, 2012 in connection with the Motion [Docket No. 539]. The redline
has also been circulated to the counsel for the Committee, Alpine Bank, the Member
Representatives, the District and CPOA, and David Wilhelm.
///
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4. The final version of the APA is attached to the proposed Order
(A) Authorizing and Scheduling Public Auction for the Sale of Substantially All
Operating Assets of the Estate, Free and Clear of All Liens, Claims, and Encumbrances,
(B) Approving Bid Procedures for the Conducting of the Sale Process, (C) Scheduling
Final Sale Hearing, and (D) Approving the Form and Manner of Notice Pursuant to
Federal Rule of Bankruptcy Procedure 2002.

Dated: October 24, 2012

FOLEY & LARDNER LLP

/s/ Christopher Celentino
Christopher Celentino (CA No. 131688)
Mikel Bistrow (CA No. 102978)
Dawn A. Messick (CA No. 236941)
Admitted Pro Hac Vice
402 West Broadway, Suite 2100
San Diego, California 92101
Telephone: 619-234-6655
Facsimile: 619-234-3510
Email: ccelentino@foley.com
Email: mbistrow@foley.com
Email: dmessick@foley.com

Counsel for Debtor and
Debtor in Possession
-and-
SENDER & WASSERMAN, P.C.

Harvey Sender (CO No. 7546)
1660 Lincoln Street, Suite 2200
Denver, CO 80264
Telephone: 303-296-1999
Facsimile: 303-296-7600
Email: sender@sendwass.com

Counsel for Debtor and
Debtor in Possession

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4820-1167-5921.2
EXHIBIT A

REDLINE OF PURCHASE AND SALE AGREEMENT AND ESCROW
INSTRUCTIONS

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4827-3608-7569.107569.12

PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
CORDILLERA GOLF CLUB, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
SELLER

AND
________________________________________,
A _______________________________
BUYER

CORDILLERA GOLF CLUB
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TABLE OF CONTENTS

ARTICLE 1 CERTAIN DEFINITIONS ........................................................................................ 2
ARTICLE 2 PURCHASE, PURCHASE PRICE AND PAYMENT ............................................. 9
2.1 Purchase and Sale of Property ................................................................................ 9
2.2 Purchase Price....................................................................................................... 12
2.3 Allocation.............................................................................................................. 13
ARTICLE 3 ESCROW................................................................................................................. 13
ARTICLE 4 CONDITION OF TITLE TO REAL PROPERTY.................................................. 13
ARTICLE 5 SELLERS DELIVERIES ....................................................................................... 13
5.1 Sellers Deed..................................................................................................... 1413
5.2 Quitclaim Deed for Water Rights ..................................................................... 1413
5.3 Bill of Sale ............................................................................................................ 14
5.4 Assignment of Trade Names and Trademarks...................................................... 14
5.5 Assignment and Assumption of Contracts............................................................ 14
5.6 Assignment and Assumption of Leases ................................................................ 14
5.7 Assignment of Permits, Entitlements, Intangibles and IP..................................... 14
5.8 Assignment and Assumption of Water Contracts................................................. 14
5.9 Certificate of Non-Foreign Status and Form 1099 ............................................... 14
5.10 Assignment of Contract (GMR/No. 3-07-50-W0903).......................................... 14
5.12 Assignment of Contract (River District/No. CRWCD 99-12).............................. 14
5.13 Sellers Closing Statement.................................................................................... 14
5.14 Sellers Charges .................................................................................................... 14
5.15 Sellers Affidavits, Certificates and Evidence of Authority................................. 14
5.16 Keys and Additional Items................................................................................ 1514
5.17 Additional Documents ...................................................................................... 1514
ARTICLE 6 BUYERS DELIVERIES ........................................................................................ 15
6.1 Closing Deposit..................................................................................................... 15
6.2 Assignment of Trade Names and Trademarks...................................................... 15
6.3 Assignment and Assumption of Contracts............................................................ 15
6.4 Assignment and Assumption of Leases ................................................................ 15
6.5 Assignment of Permits, Entitlements, Intangibles and IP..................................... 15
6.6 Assignment and Assumption of Water Contracts................................................. 15
6.9 Assignment of Contract (River District/No. CRWCD 99-12).............................. 15
6.10 Buyers Closing Statement ................................................................................... 15
6.11 Buyers Charges.................................................................................................... 15
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6.12 Buyers Affidavits, Certificates and Evidence of Authority............................. 1615
6.13 Additional Documents .......................................................................................... 16
ARTICLE 7 CONDITIONS TO CLOSING; CLOSING; TERMINATION UPON
DEFAULT; AND SPECIAL BANKRUPTCY TERMS.................................................. 16
7.1 Conditions to Obligations of Buyer ...................................................................... 16
7.2 Conditions to Obligations of Seller ...................................................................... 16
7.3 Casualty................................................................................................................. 17
7.4 Closing.................................................................................................................. 17
7.5 Failure of Conditions to Closing........................................................................... 17
7.6 Breach/Termination .............................................................................................. 18
ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF SELLER.................................. 19
8.1 Organization, Power and Authority...................................................................... 19
8.2 Non-Foreign Status ........................................................................................... 2019
8.3 Survival ............................................................................................................. 2019
ARTICLE 9 REPRESENTATIONS AND WARRANTIES OF BUYER................................... 20
9.1 Organization, Power and Authority...................................................................... 20
9.2 No Conflicts or Violations.................................................................................... 20
9.3 Approvals.............................................................................................................. 20
9.4 Prohibited Persons and Transactions .................................................................... 20
9.5 Survival ................................................................................................................. 21
ARTICLE 10 COSTS, EXPENSES AND PRORATIONS.......................................................... 21
10.1 Costs and Expenses............................................................................................... 21
ARTICLE 11 ACTIONS TO BE TAKEN AT THE CLOSING.................................................. 21
11.1 Actions by Escrow Agent ..................................................................................... 21
ARTICLE 12 PROPERTY CONVEYED AS-IS; SELLER RELEASE;
INDEMNIFICATION....................................................................................................... 22
12.1 Condition of the Property...................................................................................... 22
12.2 Buyers Release .................................................................................................... 24
12.3 Restrictions on Transfer of Property; Third Party Consents................................. 25
12.4 Survival ................................................................................................................. 25
ARTICLE 13 BROKERS............................................................................................................. 25
ARTICLE 14 MISCELLANEOUS .............................................................................................. 25
14.1 Assignment ........................................................................................................... 25
14.2 Notices .............................................................................................................. 2625
14.3 Binding Offer from Buyer .................................................................................... 26
14.4 Inspection Rights .................................................................................................. 26
14.5 Entire Agreement .................................................................................................. 27
14.6 Severability ........................................................................................................... 27
14.7 Remedies........................................................................................................... 2827
14.8 Headings ............................................................................................................... 28
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14.9 Counterparts.......................................................................................................... 28
14.10 Attorneys Fees ..................................................................................................... 28
14.11 Governing Law and Adjudication......................................................................... 28
14.12 No Third Party Beneficiary................................................................................... 28
14.13 Binding Effect ....................................................................................................... 28
14.14 Survival ................................................................................................................. 28
14.15 Time of the Essence.............................................................................................. 28
14.16 Rules of Construction ........................................................................................... 28
14.17 Further Assurances................................................................................................ 28
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EXHIBITS
A Legal Description of the Land
B Sellers Deed
C Quitclaim Deed for Water Rights
D Bill of Sale
E Assignment and Assumption of Leases
F Assignment of Trade Names and Trademarks
G Assignment and Assumption of Contracts
H Assignment of Permits, Entitlements, Intangibles and IP
I Assignment and Assumption of Water Contracts
J Certificate of Non-Foreign Status
K Assignment of Contract (GMR/No. 3-07-50-W0903)
L Assignment of Contract (GMR/No. 4-07-60-W1015)
M Assignment of Contract (River District/No. CRWCD 99-12)

SCHEDULES
1.0 Excluded Property
2.1(b) Personal Property
2.1(c) Leases
2.1(d) Assumed Contracts
2.1(e) Permits
2.1(f) Intangibles
2.1(g) Entitlements
2.1(h) Trade Names and Trademarks
2.1(i) Water Contracts
4.0 Permitted Title Exceptions
12.1 NOAS Documents

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PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS

TO: _______________________ (Escrow Agent)
_______________________
_______________________
Escrow No. _____________ (Escrow)
Escrow/Title Officer: _________
Tel: (___) _______________
Fax: (___) _______________

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
(Agreement) is made and dated for reference purposes as of the ___ day of December 2012
(the Effective Date), by and between CORDILLERA GOLF CLUB, LLC, a Delaware limited
liability company, debtor and debtor-in-possession in the Bankruptcy Case (as defined below)
(Seller), and _________________, a __________________ (herein together with the permitted
assign(s), referred to as Buyer), each of whom shall sometimes separately be referred to herein
as a Party and both of whom shall sometimes collectively be referred to herein as the Parties,
and constitutes: (a) a binding purchase and sale agreement between Seller and Buyer; and (b)
escrow instructions to Escrow Agent whose consent appears at the end of this Agreement.
RECITALS
A. WHEREAS, Seller is the debtor and debtor in possession in connection with a
Chapter 11 bankruptcy case pending in the United States Bankruptcy Court for the District of
Colorado, Case No. 12-24882-ABC (the Bankruptcy Case).
B. WHEREAS, Seller continues in the possession and control of its assets and
properties in accordance with Sections 1107 and 1108 of the Bankruptcy Code.
C. WHEREAS, Seller owns, operates and manages the Property (as defined below),
commonly referred to as Cordillera Golf Club (the Club) located in the County of Eagle, State
of Colorado.
D. WHEREAS, Seller is authorized by the Bankruptcy Court to offer the Property
for sale, subject to the terms and conditions hereunder, receipt of final approval and order of the
Bankruptcy Court pursuant to the Bankruptcy Code, and to the matters set forth in that certain
[Order Authorizing Motion to: (A) Authorizing and Scheduling the Sale of Substantially All
Operating Assets of the Estate Free and Clear of All Liens, Claims and Encumbrances; (B)
Approving Procedures for the Submission of Qualifying Bids and Conducting the Sale, and (C)
Approving the Form and Manner of Notice Pursuant to Federal Rule of Bankruptcy Procedure
2002] (the Sale Procedures Order). This Agreement shall constitute an Asset Purchase
Agreement, as such term is referred to in Section [___] of the Sale Procedures Order.
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E. WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to
Purchaser, the Property (as defined below), all in accordance with the terms and provisions of
this Agreement.
F. WHEREAS, Buyer is entering into this Agreement as a Bidder (as such term is
defined in the Sale Procedures Order).
NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements contained herein and for other good and valuable consideration, the receipt and
sufficient of which is acknowledged, and intending to be legally bound, Seller and Buyer agree
as follows:
ARTICLE 1
CERTAIN DEFINITIONS
In addition to those terms defined elsewhere in this Agreement, the following terms have
the meanings set forth below:
Additional Deposit shall have the meaning given to such term in Section 2.2(b) hereof.
Affiliate when used with respect to any Person from time to time, has the meaning set
forth in 101(2) of the Bankruptcy Code.
Agreement shall mean this Purchase and Sale Agreement and Escrow Instructions
dated as of the ___ day of December, 2012, by and between Seller and Buyer, together with all
Exhibits and Schedules attached hereto.
Assignment and Assumption of Contracts means the Assignment and Assumption of
Contracts, substantially in the form of Exhibit G attached hereto and incorporated herein by
reference.
Assignment and Assumption of Leases means the Assignment and Assumption of
Leases, substantially in the form of Exhibit E attached hereto and incorporated herein by
reference.
Assignment of Contract (GMR/No. 3-07-50-W0903) means the Assignment of
Contract (GMR/No. 3-07-50-W0903), substantially in the form of Exhibit K attached hereto
and incorporated herein by reference.
Assignment of Contract (GMR/No. 4-07-60-W1015) means the Assignment of
Contract (GMR/No. 4-07-60-W1015), substantially in the form of Exhibit L attached hereto
and incorporated herein by reference.
Assignment of Contract (River District/No. CRWCD 99-12) means the Assignment of
Contract (River District/No. CRWCD 99-12), substantially in the form of Exhibit M attached
hereto and incorporated herein by reference.
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Assignment of Permits, Entitlements, Intangibles and IP means the Assignment of
Permits, Entitlements, Intangibles and IP, substantially in the form of Exhibit H attached
Assignment of Trade Names and Trademarks means the Assignment and License of
Trade Names and Trademarks, substantially in the form of Exhibit F attached hereto and
incorporated herein by reference.
Assignment and Assumption of Water Contracts means the Assignment and
Assumption of Water Contracts, substantially in the form of Exhibit I attached hereto and
Assumed Contracts shall have the meaning given to such term in Section 2.1(d) hereof.
Assumed Liabilities means: (i) the Permitted Title Exceptions; (ii) all costs and
expenses payable by Buyer pursuant to this Agreement (including, without limitation, pursuant
to Section 10.1(b) hereof); (iii) real and business personal property taxes and assessments that
accrue with respect tosecured by statutory liens against the Property from and after the Closingin
favor of taxing authorities; (iv) all liabilities and obligations relating to the Assumed Contracts,
the Leases, the Permits, the Intangibles, the Entitlements, the IP, the Trade Names and
Trademarks, the Water Contracts and any other Property, that accrue from and after the Closing;
and (v) the obligation to pay any cure amount under 365 of the Bankruptcy Code pursuant to
this Agreement, in each case together with all Claims with respect thereto.
Bankruptcy Case shall have the meaning ascribed to such term in Recital A of this
Agreement.
Bankruptcy Code shall mean Title 11 of the United States Code, as the same may be
amended from time to time.
Bankruptcy Court shall mean the United States Bankruptcy Court for the District of
Colorado or such other court having jurisdiction over the Bankruptcy Case.
Bid Procedures means the bid procedures governing the sale of the Property, which
procedures were approved in the Sale Procedures Order.
Bill of Sale means the Bill of Sale, substantially in the form of Exhibit D attached
Books and Records shall mean the books and records relating to the business of
owning, operating, maintaining and/or managing the Property, including, without limitation: (i)
all accounting, financial, tax, employment, sales, billing, collection and other records, (ii) all
policy manuals, marketing plans and promotional materials; (iii) all machinery and equipment
diagrams and plans, operating manuals and other information relating to equipment and systems;
(iv) all books and records relating to any Claims; and (v) all maps, plats, suppliers lists and
catalogs. The term Books and Records shall specifically exclude the Excluded Property.
Additionally, although not included in the definition of Books and Records, Buyer shall also
have the right to receive and review copies of the Membership Documents (excluding any
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portion of the Membership Documents that contains private, confidential or privileged
information). Buyer shall provide Seller with written notice of the Books and Records and
Membership Documents Buyer desires to have copied within five (5) Business Days after the
Effective Date, and copies of the Books and Records and Membership Documents shall
thereafter be made by Seller (at Buyers sole cost and expense) and made available to Buyer.
Business Day means any day other than a Saturday, Sunday or any United States
federal legal holiday.
Buyer shall have the meaning given to such term in the Preamble of this Agreement.
Calendar Day means any day of the week including a Business Day.
Cash means legal tender of the United States of America represented by either: (a)
currency; or (b) immediately available funds wire transferred or otherwise deposited into the
designated recipients account pursuant to wiring instructions provided at such recipients
direction.
Certificate of Non-Foreign Status means a certificate substantially in the form of
Exhibit J attached hereto and incorporated herein by reference.
Claims means Sellers rights, claims, counterclaims, cross claims, credits, causes of
action and rights of set off against third parties: (a) under any manufacturers and/or vendors
warranties relating to the Property; and (b) with respect to the Assumed Liabilities. The term
Claims shall specifically exclude the Excluded Property.
Closing means the consummation of the purchase and sale of the Property hereunder
and the recordation of Sellers Deed in the Official Records of Eagle County, State of Colorado.
Closing Date means that date that is on or before ____________ (____) Calendar Days
after the entry by the Bankruptcy Court of the Sale Order approving the Sale at the Sale Hearing
(or, if applicable, such other date mutually agreed to in writing by the Parties and as approved by
the Bankruptcy Court), but in no event later than December 28, 2012, unless a later date is
approved by the Bankruptcy Court.
Closing Deposit shall have the meaning given to such term in Section 2.2(c) hereof.
Club shall have the meaning given to such term in Recital C hereof.
Clubhouse and Clubhouses shall individually and collectively refer to each of the
clubhouses and related improvements located on the Land, as the context may require.
Club Facilities shall collectively refer to the Golf Courses, the Clubhouses, the
Restaurant Facilities and the Recreational Facilities.
Code shall mean the Internal Revenue Code of 1986, as amended, or corresponding
provisions of subsequent federal revenues laws.
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Contracts shall mean all written or oral agreements relating to the management,
maintenance and/or operation of the Property. The term Contracts shall specifically exclude
the Leases and the Water Contracts.
Deposit shall mean the Initial Deposit and the Additional Deposit, as applicable,
together with all interest accrued thereon, if any, while in Escrow Agents possession or control.
Effective Date shall have the meaning given to such term in the Preamble of this
Agreement.
Entitlements shall have the meaning given to such term in Section 2.1(g) hereof.
Environmental Laws means all present federal, state or local laws, ordinances, codes,
statutes, regulations, administrative rules, policies and orders, and other authorities, which relate
to the environment and/or which classify, regulate, impose liability, obligations, restrictions on
ownership, occupancy, transferability or use of the Real Property, and/or list or define hazardous
substances, materials, wastes, contaminants, pollutants and/or the Hazardous Materials and any
similar federal, state or local laws and ordinances and the regulations now or hereafter adopted,
published and/or promulgated pursuant thereto and other state and federal laws relating to
industrial hygiene, environmental protection or the use, analysis, generation, manufacture,
storage, disposal or transportation of any Hazardous Materials.
Escrow shall have the meaning given to such term in Section 2.2(a) hereof.
Escrow Agent shall mean ____________________, located at ____________;
Attention: ________; Phone (____) _________; Facsimile: (___) ________; Email __________.
Escrow Opening Date shall have the meaning given such term in Article 3 hereof.
Excluded Liabilities shall mean all Liabilities associated with the Excluded
Propertythat are not Assumed Liabilities.
Excluded Property shall mean any and all of Sellers right, title or interest in, to, or
under the following: (i) Sellers original Books and Records; (ii) Seller's Tax Records; (iii)
records pertaining to Sellers limited liability company affairs or contributions, distributions or
payments of member loans or capital; (iv) any and all records relating to the Excluded Property,
inclusive of claims or litigation proceedings relating thereto; (v) any and all records subject to
attorney-client privilege, attorney work product doctrine or other legal privilege; (vi) business
plans and information; (vii) personnel records of past, current and prospective personnel; (viii)
any and all claims and/or causes of action arising in favor of Seller or the bankruptcy estate of
Seller pursuant to any provision of the Bankruptcy Code, including, without limitation, any
avoidance actions; (ix) any and all claims and/or causes of action against any Person existing as
of the date of the filing of the Bankruptcy Case or arising thereafter; (x) the Memberships, the
original Membership Documents (including any portion of the Membership Documents that
contains private, confidential or privileged information), and related books and records; (xi) any
and all Cash, accounts, accounts receivable, deposits, deposit accounts, refunds, retainers and
other cash equivalents, including without limitation any and all instruments, stocks, securities,
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investments, bonds, and financial investments or financial assets; and (xii) all of the specific
items listed on Schedule 1.0 attached hereto and incorporated herein by reference.
Golf Course and Golf Courses shall individually and collectively refer to the Valley
Course, the Mountain Course, the Summit Course and the Short Course, as the context may
apply.
Hazardous Materials means all hazardous wastes, toxic substances, pollutants,
contaminants, radioactive materials, flammable explosives, other such materials, including
without limitation substances defined as hazardous substances, hazardous materials, toxic
substances, toxic pollutants, or infectious waste under any applicable Environmental Laws
in effect as of the Effective Date which are regulated by reason of actual or threatened risk of
toxicity causing injury or illness.
Improvements means all buildings, structures, fixtures and other improvements now or
hereafter located on, over and under the Land, including, without limitation, the Club Facilities
and all cart barns, maintenance facilities and storage areas and all irrigation and water control
systems, utility lines and related fixtures and improvements, drainage facilities, landscaping,
improvements, common areas, fencing, signs, cart paths, restrooms, drinking fountains,
roadways, walkways and parking facilities.
Initial Deposit shall have the meaning given such term in Section 2.2(a) hereof.
Intangibles shall have the meaning given such to term in Section 2.1(f) hereof.
IP means all intellectual property and other similar proprietary rights, whether
registered or unregistered, relating to all WWW addresses, uniform resource locators and domain
names and applications and registrations therefor, currently used by Seller. The term IP
specifically excludes the Trade Names and Trademarks and the Excluded Property.
Land means those certain tracts or parcels of real property located in the County of
Eagle, State of Colorado, the description of which is set forth on Exhibit A attached hereto and
Leases shall have the meaning given to such term in Section 2.1(c) hereof.
Liabilities shall mean any liabilities, debts or obligations of any nature, whether
accrued, absolute, fixed, or contingent, liquidated, unliquidated or otherwise and whether due or
to become due, and whether known or unknown.
Liquor Licenses means the liquor licenses held by Seller and currently in use at the
Club Facilities allowing for the sale of alcoholic beverages.
Losses shall mean any and all losses, claims (including, without limitation, any and all
mechanics or materialmens liens or claims of liens), demands, causes of action, lawsuits,
arbitrations, injuries, damages, costs, fees and expenses (including reasonable attorneys fees and
costs of litigation).
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Material Loss means damage, loss or destruction to any portion of the Real Property,
the loss of which is equal to or greater than Two Hundred Thousand Dollars ($200,000.00)
(measured by the cost of repair or replacement).
Memberships mean any and all memberships or other rights, licenses or privileges
which authorize the holder to utilize all or any portion of the Club Facilities.
Membership Documents shall mean originals and copies of any and all contracts for
membership in the Club, membership applications, membership plans, rules and regulations of
the Club and all amendments and modifications thereto.
M/OP Parties shall have the meaning given such to term in Section 12.1(a) hereof.
Monetary Obligations shall mean any and all liens, interests and encumbrances placed,
or caused to be placed, of record against the Real Property, evidencing a monetary obligation
that can be removed by the payment of money, including, without limitation, deeds of trust,
mortgages, mechanics liens, attachment liens, execution liens and judgment liens. The term
Monetary Obligations shall not include: (a) delinquent and/or non-delinquent real and personal
property taxes and assessments or tax liens with respect to the Property; and (b) the Permitted
Title Exceptions.
Mountain Course shall mean that certain 18-hole championship golf course, the driving
range, the practice facilities, the maintenance facility and related improvements located on the
Land.
Mountain Course Restaurant shall mean that certain restaurant facility commonly
known as the Timber Hearth Grille and related improvements located on the Land.
NOAS Documents shall mean all of the documents and other items listed on Schedule
12.1 attached hereto and incorporated herein by reference.
Non-Material Loss means damage, loss or destruction to any portion of the Real
Property, the loss of which is less than Two Hundred Thousand Dollars ($200,000.00) (measured
by the cost of repair or replacement).
Notice shall have the meaning given to such term in Section 14.2 hereof.
OFAC shall have the meaning given to such term in Section 9.4 hereof.
Ordinary Course of Business means any action taken by Seller that is consistent in
nature, scope and magnitude with the historical practices of Seller and is taken in the ordinary
course of the normal day-to-day operations of the Property by the Seller.
Permits shall have the meaning given to such term in Section 2.1(e) hereof.
Permitted Title Exceptions shall mean all covenants, conditions, restrictions, interests,
encumbrances and other matters of record against the Real Property as of the Closing, including,
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without limitation, those mattersas set forth on Schedule 4.0 attached hereto and incorporated
herein by reference.
Person means any corporation, partnership, joint venture, limited liability company,
organization, entity, association, business trust or natural person.
Personal Property shall have the meaning given to such term in Section 2.1(b) hereof.
Property shall have the meaning given to such term in Section 2.1 hereof.
PST shall mean Pacific Standard Time.
Purchase Price shall have the meaning given to such term in Section 2.2 hereof.
Quitclaim Deed for Water Rights means the Quitclaim Deed for Water Rights to be
executed and acknowledged by Seller and delivered to Buyer on or before the Closing,
substantially in the form of Exhibit C attached hereto and incorporated herein by reference
Real Property shall have the meaning given to such term in Section 2.1(a) hereof.
Recreational Facilities shall collectively refer to the Summit Athletic Club and the
Trailhead Family Center.
Restaurant Facilities shall collectively refer to the Valley Course Restaurant, the
Mountain Course Restaurant and the Summit Course Restaurant.
Sale Hearing shall have the meaning given to such term in the Sale Procedures Order.
Sale Order shall mean the Order issued by the Bankruptcy Court in connection with
the Bankruptcy Case, authorizing the sale and purchase of the Property by Seller to Buyer in
accordance with the terms of this Agreement and such Order.
Sale Procedures Order shall have the meaning given to such term in Recital D hereof.
Seller shall have the meaning given to such term in the Preamble of this Agreement.
Sellers Broker shall mean GA Keen Realty Advisors, LLC.
Sellers Brokers Commission shall have the meaning given to such term in Article 13
hereof.
Sellers Deed means the Quitclaim Deed to be executed and acknowledged by Seller
and delivered to Buyer on or before the Closing, in the form of Exhibit B attached hereto and
Short Course shall mean that certain 10-hole championship golf course, maintenance
facility and related improvements located on the Land.
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Summit Athletic Club shall mean that certain athletic club, general store and
accompanying recreational facilities commonly known as The Summit Athletic Club and
related improvements (including, without limitation the swimming pool and tennis courts)
located on the Land.
Summit Course shall mean that certain 18-hole championship golf course, the driving
range, the practice facilities, the maintenance facilities and related improvements located on the
Land.
Summit Course Restaurant shall mean that certain restaurant facility commonly known
as the The Summits and related improvements located on the Land.
Tax Records means originals and copies of Sellers income tax returns, sales tax
returns, files and related books and records.
Trade Names and Trademarks shall have the meaning given to such term in Section
2.1(h) hereof.
Trailhead Family Center shall mean that certain recreational facility with a 2-story
lodge and swimming pool and indoor game and recreation facility and related improvements
commonly known as The Trailhead Family Center located on the Land.
Transaction Documents means the Sellers Deed, the Quitclaim Deed for Water Rights,
the Bill of Sale, the Assignment and Assumption of Contracts, the Assignment and Assumption
of Leases, the Assignment of Declarant Rights, the Assignment of Permits, Entitlements,
Intangibles and IP, the Assignment of Trade Names and Trademarks, the Assignment and
Assumption of Water Contracts, the Certificate of Non-Foreign Status, the Assignment of
Contract (GMR/No. 3-07-50-W0903), the Assignment of Contract (GMR/No. 4-07-60W1015),
and the Assignment of Contract (River District/No. CRWCD 99-12) and all other instruments or
agreements to be executed and delivered pursuant to this Agreement or any of the foregoing.
Valley Course shall mean that certain 18-hole championship golf course, the driving
range, maintenance facility, tennis courts, swimming pool, clubhouse, and other related
improvements located on the Land.
Valley Course Restaurant shall mean that certain restaurant facility commonly known
as 9 Iron Grille and related improvements located on the Land.
Water Contracts shall have the meaning given to such term in Section 2.1(i) hereof.
ARTICLE 2
PURCHASE, PURCHASE PRICE AND PAYMENT
2.1 Purchase and Sale of Property. Subject to the terms and conditions set forth in
this Agreement, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall
purchase, acquire and assume from Seller, all of the right, title and interest of Seller in and to the
following property (collectively, the Property); free and clear of any and all liens, liabilities,
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interests, encumbrances and obligations of whatsoever kind or nature, other than the Assumed
Liabilities:
(a) Real Property. The Land and the Improvements together with (a) all
rights, privileges, tenements, hereditaments, easements, rights-of-way, development rights,
entitlements, air rights, appurtenances, appendages, projections, streets, ways, alleys, and strips
and gores of land now or hereafter in anyway belonging, adjoining, crossing or pertaining to the
Land and/or the Improvements, (b) all water wells, and all portions of streams, creeks, ponds,
lakes or other bodies of water in, on or under the Land, whether such rights are riparian,
appropriateappropriated, prescriptive or otherwise, and all water rights, water allocations and
water stock and all ditch and ditch rights including, without limitation, the Water Contracts, (c)
all sewer, septic and waste disposal rights and interests applicable or appurtenant to and/or used
in connection with the operation of the Improvements, and (d) all minerals, oil, gas and other
hydrocarbons located in, on or under the Land, together with all rights to surface or subsurface
entry (collectively, the Real Property).
(b) Personal Property. All fixtures, building materials, equipment, machinery,
vehicles, tools, appliances, furnishings, furniture, fixtures, trade fixtures, goods held for resale,
inventory (including, without limitation, food and beverage inventory and fertilizer and pesticide
inventory), supplies, telephone and computer equipment, office machines, and other items of
tangible personal property located on the Land, in the Improvements, or used in connection with
the business of owning, operating, maintaining and/or managing the Real Property, including,
without limitation, copies of the Books and Records and copies of the Membership Documents,
as authorized by the Bankruptcy Court pursuant to the Sale Order, all as set forth on Schedule
2.1(b), attached hereto and incorporated herein by reference (collectively, the Personal
Property). The Personal Property is subject to depletion, replacement and addition in the
Ordinary Course of Business. The term Personal Property shall specifically exclude the
Excluded Property and the Excluded Liabilities.
(c) Leases. All of the leases, agreements and amendments thereto in effect on
the Closing with respect to the Real Property and the Personal Property as authorized by the
Bankruptcy Court pursuant to the Sale Order, all as set forth on Schedule 2.1(c), attached hereto
and incorporated herein by reference (collectively, the Leases); provided, Buyer acknowledges
and agrees that the responsibility to obtain any required consent to assignment of the Leases (if
necessary beyond the authority of the Bankruptcy Court), is the sole responsibility of Buyer and
Buyer shall pay any cost or expense related to such assignment, including any cure amount
under 365 of the Bankruptcy Code, if applicable. The term Leases shall specifically exclude
the Excluded Property and the Excluded Liabilities.
(d) Assumed Contracts. All of those Contracts and the rights and benefits of
Seller thereunder relating to the operation, maintenance and/or management of the Property, as
authorized by the Bankruptcy Court pursuant to the Sale Order, all as set forth on Schedule
2.1(d), attached hereto and incorporated herein (collectively, the Assumed Contracts);
provided, Buyer acknowledges and agrees that the responsibility to obtain any required consent
to assignment of the Contracts (if necessary beyond the authority of the Bankruptcy Court), is the
sole responsibility of Buyer and Buyer shall pay any cost or expense related to such assignment,
including any cure amount under 365 of the Bankruptcy Code, if applicable. The term
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Assumed Contracts shall specifically exclude the Excluded Property and the Excluded
Liabilities.
(e) Permits. All certificates of occupancy, approvals, authorizations and
orders obtained from any governmental authority and relating to the Property or the business of
owning, operating, maintaining or managing the Property, including, without limitation, the
Liquor Licenses, as authorized by the Bankruptcy Court pursuant to the Sale Order, all as set
forth on Schedule 2.1(e) attached hereto and incorporated herein by reference (collectively, the
Permits); provided, (i) Seller makes no representation or warranty as to whether or not such
Liquor Licenses are assignable or transferable, and Buyer acknowledges and agrees that Buyer
must separately apply to the applicable governmental authorities for the issuance of such Liquor
Licenses; and (ii) Buyer acknowledges and agrees that the responsibility to obtain any required
consent to assignment of the Permits (if necessary beyond the authority of the Bankruptcy Court)
is the sole responsibility of Buyer and Buyer shall pay any cost or expense related to such
assignment, including any cure amount under 365 of the Bankruptcy Code, if applicable.
The term Permits shall specifically exclude the Excluded Property and the Excluded
Liabilities.
(f) Intangibles. All of the intangible personal property relating to the
Property or the business of owning, operating, maintaining or managing the Property, including,
without limitation, goodwill and Claims as authorized by the Bankruptcy Court pursuant to the
Sale Order, all as set forth on Schedule 2.1(f), attached hereto and incorporated herein
(collectively, the Intangibles); provided, Buyer acknowledges and agrees that the responsibility
to obtain any required consent to assignment of the Intangibles (if necessary beyond the authority
of the Bankruptcy Court), is the sole responsibility of Buyer and Buyer shall pay any cost or
expense related to such assignment, including any cure amount under 365 of the Bankruptcy
Code, if applicable. The term Intangibles shall specifically exclude the Excluded Property and
the Excluded Liabilities.
(g) Entitlements. All land use entitlements, development rights, sewer
capacity, density allocations and other rights or approvals relating to or authorizing the
ownership, development and/or operation of the Real Property; all plans and specifications, all
contract rights (including, without limitation, any and all guarantees and warranties relating to
the construction of any Improvements); all development and land use rights, applications,
architectural and engineering plans and reports, specifications and drawings, as-built drawings,
maps; and any documents of the same or similar nature pertaining to the Real Property, all as set
forth on Schedule 2.1(g), attached hereto and incorporated herein by reference (collectively the
Entitlements); provided, Buyer acknowledges and agrees that the responsibility to obtain any
required consent to assignment of the Entitlements (if necessary beyond the authority of the
Bankruptcy Court), is the sole responsibility of Buyer and Buyer shall pay any cost or expense
related to such assignment, including any cure amount under 365 of the Bankruptcy Code, if
applicable. The term Entitlements shall specifically exclude the Excluded Property and the
Excluded Liabilities.
(h) Trade Names and Trademarks. All trademarks, service marks and logos
of Cordillera, Cordillera Golf Club, and The Club at Cordillera whether or not registered,
and all trademarks, service marks, logos, domain names and metatag rights relating to the
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domain names of Cordillera, Cordillera Golf Club, and The Club at Cordillera, whether or
not registered, and all fictitious business names and other intellectual property registrations or
filings with regard to the foregoing, as authorized by the Bankruptcy Court pursuant to the Sale
Order, all as set forth on Schedule 2.1(h), attached hereto and incorporated herein by reference
(collectively, the Trade Names and Trademarks); provided: (i) Buyer acknowledges and agrees
that the responsibility to obtain any required consent to assignment of the Trade Names and
Trademarks (if necessary beyond the authority of the Bankruptcy Court), is the sole
responsibility of Buyer and Buyer shall pay any cost or expense related to such assignment,
including any cure amount under 365 of the Bankruptcy Code, if applicable; and (ii) as of the
Closing, Buyer shall grant and shall be deemed to have granted to Seller a nonexclusive and
royalty free six (6) month license to use the Trade Names and Trademarks in connection with
winding up the affairs of Seller and the Bankruptcy Case. The term Trade Names and
Trademarks shall specifically exclude the Excluded Property and the Excluded Liabilities.
(i) IP. All of the IP as authorized by the Bankruptcy Court pursuant to the
Sale Order, provided, Buyer acknowledges and agrees that the responsibility to obtain any
required consent to assignment of the IP (if necessary beyond the authority of the Bankruptcy
Court), is the sole responsibility of Buyer and Buyer shall pay any cost or expense related to such
assignment, including any cure amount under 365 of the Bankruptcy Code, if applicable.
The term IP shall specifically exclude the Excluded Property and the Excluded Liabilities.
(j) Water Contracts. All of the water allocations, water rights to use water
and water contracts relating to the Real Property as authorized by the Bankruptcy Court pursuant
to the Sale Order, all as set forth on Schedule 2.1(i), attached hereto and incorporated herein by
reference (collectively, the Water Contracts) provided, Buyer acknowledges and agrees that
the responsibility to obtain any required consent to assignment of the Water Contracts (if
necessary beyond the authority of the Bankruptcy Court), is the sole responsibility of Buyer and
Buyer shall pay any cost or expense related to such assignment, including any cure amount
under 365 of the Bankruptcy Code, if applicable. The term Water Contracts shall
specifically exclude the Excluded Property and the Excluded Liabilities.
The term Property shall specifically exclude the Excluded Property and the Excluded
Liabilities. Furthermore, for the avoidance of doubt: (i) Seller shall sell, transfer, assign and
convey to Buyer, and Buyer shall purchase and acquire from Seller, the Property pursuant to the
terms and conditions of this Agreement, free and clear of any and all liens, liabilities,
encumbrances, interests and obligations of whatsoever kind or nature, other than the Assumed
Liabilities; and (ii) Buyers obligation relating to securing the required consent to assignment
and the payment of related costs and expenses (including any cure amounts), all as described
in this Section 2.1, shall survive the Closing.
2.2 Purchase Price. The purchase price for the Property (Purchase Price) shall be
____________________________________ Dollars ($________________). The Purchase
Price shall be paid by Buyer to Seller as follows:
(a) Initial Deposit. Concurrently with the execution of this Agreement by the
Buyer and as provided in the Sale Procedure Order, Buyer shall deposit into escrow (the
Escrow) the sum of Five Hundred Thousand Dollars ($500,000.00), which amount shall serve
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as an earnest money deposit (Initial Deposit). Subject to the applicable termination and default
provisions contained in this Agreement: (i) the Initial Deposit shall be applied as a credit towards
the payment of the Purchase Price; and (ii) all interest accrued on the Initial Deposit while in
Escrow Agents possession shall belong to Buyer. In the event Buyer fails to timely deposit the
Initial Deposit as required hereunder, then Buyer shall be in default hereunder and Seller may, in
Sellers sole and absolute discretion, terminate this Agreement by written notice to Buyer.
(b) Additional Deposit. As and when required pursuant to the Sale
Procedures Order, Buyer shall deposit into Escrow the additional sum of Five Hundred Thousand
Dollars ($500,000.00), which amount shall serve as an additional earnest money deposit (the
Additional Deposit). Subject to the applicable termination and default provisions contained in
this Agreement: (i) the Additional Deposit shall be applied as a credit towards the payment of the
Purchase Price; and (ii) all interest accrued on the Additional Deposit while in Escrow Agents
possession shall belong to Buyer. In the event Buyer fails to timely deposit the Additional
Deposit as required hereunder, then Buyer shall be in default hereunder and Seller may, in
Sellers sole and absolute discretion, terminate this Agreement by written notice to Buyer.
(c) Closing Deposit. The balance of the Purchase Price shall be paid by
Buyer to Escrow Agent and distributed by Escrow Agent to Seller (or as Seller directs) on the
Closing, in the form of Cash, in accordance with the terms and conditions set forth in this
Agreement (the Closing Deposit).
2.3 Allocation. Prior to the Closing, if applicable, Buyer and Seller shall agree on an
allocation of the Purchase Price for the Property. All allocations pursuant to this Section 2.3
shall be made in accordance with Section 1060 of the Code, and Buyer and Seller agree to file
their respective tax returns and reports (federal, state, local and foreign) consistent therewith in
all respects.
ARTICLE 3
ESCROW
This Agreement shall constitute joint escrow instructions to Escrow Agent, which joint
escrow instructions shall supersede all prior escrow instructions related to the Escrow, if any.
Seller and Buyer hereby agree to promptly execute and deliver to Escrow Agent any additional
or supplementary escrow instructions as may be necessary or convenient to consummate the
transactions contemplated by this Agreement provided, however, that such instructions shall not
supersede this Agreement, and in all cases this Agreement shall control unless such instructions
expressly provide otherwise.
ARTICLE 4
CONDITION OF TITLE TO REAL PROPERTY
At Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer all of Sellers
right, title and interest in and to the Real Property, free and clear of all liens, claims,
encumbrances and interests, including, without limitation, free and clear of the Memberships and
the Membership Documents, other than the Assumed Liabilities. Buyer shall be solely
responsible for evaluating the condition of title to the Real Property and for obtaining, at its own
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expense prior to or at Closing, any title insurance and surveys relating to the Real Property it
desires.
ARTICLE 5
SELLERS DELIVERIES
On or before 5:00 p.m. PST on the last Business Day prior to the Closing Date, Seller
shall deliver to Escrow Agent the items described in this Article 5.
5.1 Sellers Deed. One (1) original of the Sellers Deed, duly executed and
acknowledged by Seller. Pursuant to Section 12.1.1 hereof, any required documentary transfer
tax information shall be affixed to Sellers Deed after recordation.
5.2 Quitclaim Deed for Water Rights. One (1) original of the Quitclaim Deed for
Water Rights, duly executed and acknowledged by Seller.
5.3 Bill of Sale. One (1) original of the Bill of Sale, duly executed by Seller.
5.4 Assignment of Trade Names and Trademarks. Two (2) counterpart originals of
the Assignment of Trade Names and Trademarks, duly executed by Seller.
5.5 Assignment and Assumption of Contracts. Two (2) counterpart originals of the
Assignment and Assumption of Contracts, duly executed by Seller.
5.6 Assignment and Assumption of Leases. Two (2) counterpart originals of the
Assignment and Assumption of Leases, duly executed by Seller.
5.7 Assignment of Permits, Entitlements, Intangibles and IP. Two (2) counterpart
originals of the Assignment of Permits, Entitlements, Intangibles and IP, duly executed by Seller.
5.8 Assignment and Assumption of Water Contracts. Two (2) counterpart originals
of the Assignment and Assumption of Water Contracts, duly executed by Seller.
5.9 Certificate of Non-Foreign Status and Form 1099. The Certificate of Non-
Foreign Status and Form 1099, duly executed by Seller.
5.10 Assignment of Contract (GMR/No. 3-07-50-W0903). Two (2) counterpart
originals of the Assignment of Contract (GMR/No. 3-07-50-W0903), duly executed by Seller.
originals of the Assignment of Contract (GMR/No. 4-07-60-W1015), duly executed by Seller.
5.12 Assignment of Contract (River District/No. CRWCD 99-12). Two (2) counterpart
originals of the Assignment of Contract (River District/No. CRWCD 99-12), duly executed by
Seller.
5.13 Sellers Closing Statement. Sellers closing statement, duly executed by Seller.
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5.14 Sellers Charges. Seller shall not be obligated to pay any costs, fees or expenses
in connection with the Escrow and the transactions contemplated by this Agreement.
5.15 Sellers Affidavits, Certificates and Evidence of Authority. To the extent
reasonably required by the Escrow Agent: (a) all certificates required to be delivered by Seller
pursuant to this Agreement; and (b) evidence that Seller and those acting for Seller have full
authority to consummate the transaction contemplated by this Agreement, as modified through
the Closing, including, without limitation, copies of the corporate or other resolutions
authorizing the transaction contemplated by this Agreement.
5.16 Keys and Additional Items All keys, combinations to locks and/or other codes,
passwords or instructions for other security devices relating to the Property.
5.17 Additional Documents. Such additional documents, instructions or other items as
may be reasonably necessary or appropriate to comply with the provisions of this Agreement, the
Sale Procedures Order and the Sale Order to effect the transactions contemplated hereby and
thereby.
ARTICLE 6
BUYERS DELIVERIES
On or before 5:00 p.m. PST on the last Business Day prior to the Closing Date, Buyer
shall deliver to Escrow Agent the items described in this Article 6.
6.1 Closing Deposit The Closing Deposit for the Property pursuant to Section 2.2(c)
hereof. The Purchase Price shall be credited by the Deposit previously deposited by Buyer with
Escrow Agent pursuant to Section 2.2 hereof.
6.2 Assignment of Trade Names and Trademarks. Two (2) counterpart originals of
the Assignment of Trade Names and Trademarks, duly executed by Buyer.
6.3 Assignment and Assumption of Contracts. Two (2) counterpart originals of the
Assignment and Assumption of Contracts, duly executed by Buyer.
6.4 Assignment and Assumption of Leases. Two (2) counterpart originals of the
Assignment and Assumption of Leases, duly executed by Buyer.
6.5 Assignment of Permits, Entitlements, Intangibles and IP. Two (2) counterpart
originals of the Assignment of Permits, Entitlements, Intangibles and IP, duly executed by
Buyer.
6.6 Assignment and Assumption of Water Contracts. Two (2) counterpart originals
of the Assignment and Assumption of Water Contracts, duly executed by Buyer.
originals of the Assignment of Contract (GMR/No. 3-07-50-W0903), duly executed by Buyer.
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originals of the Assignment of Contract (GMR/No. 4-07-60-W1015), duly executed by Buyer.
6.9 Assignment of Contract (River District/No. CRWCD 99-12). Two (2) counterpart
originals of the Assignment of Contract (River District/No. CRWCD 99-12), duly executed by
Buyer.
6.10 Buyers Closing Statement. Buyers closing statement, duly executed by Buyer.
6.11 Buyers Charges. Funds sufficient to pay all amounts required to be paid by
Buyer in accordance with the provisions of Article 11 hereof, in the form of Cash.
6.12 Buyers Affidavits, Certificates and Evidence of Authority. To the extent
reasonably required by the Escrow Agent: (a) all certificates required to be delivered by Buyer
pursuant to this Agreement; and (b) evidence that Buyer and those acting for Buyer have full
authority to consummate the transaction contemplated by this Agreement, as modified through
the Closing, including, without limitation, copies of the corporate or other resolutions
authorizing the transaction contemplated by this Agreement.
6.13 Additional Documents. Such additional documents, instructions or other items as
may be reasonably necessary or appropriate to comply with the provisions of this Agreement, the
Sale Procedures Order and the Sale Order to effect the transactions contemplated hereby and
thereby.
ARTICLE 7
CONDITIONS TO CLOSING; CLOSING;
TERMINATION UPON DEFAULT; AND SPECIAL BANKRUPTCY TERMS
7.1 Conditions to Obligations of Buyer. The Closing of the transaction contemplated
pursuant to this Agreement and Buyers obligation to purchase the Property are subject to
satisfaction, prior to the Closing Date, of all of the following conditions, each of which is for the
benefit of Buyer and may be waived by Buyer in its sole discretion:
(a) Sale Order. The Bankruptcy Court shall have issued the Sale Order, and
such Sale Order shall not be stayed nor shall an injunction enjoining the Closing be in effect.
(b) Representations and Warranties True/Sellers Certificate. All of the
representations and warranties of Seller set forth in Article 8 of this Agreement shall be true and
correct in all material respects on the Closing Date as though made at the time of the Closing.
(c) Delivery of Items. Seller shall have executed and timely delivered to
Escrow Agent all of the items referred to in Article 5 hereof.
(d) Performance of Obligations. Seller shall have performed all of the
obligations under this Agreement, the Sale Procedures Order and the Sale Order to be performed
by Seller prior to the Closing.
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(e) Damage or Destruction; Operations. There shall have been no Material
Loss.
7.2 Conditions to Obligations of Seller. The Closing of the transactions contemplated
pursuant to this Agreement and Sellers obligation to sell, convey, assign, transfer and deliver the
Property to Buyer are subject to satisfaction, prior to or at the Closing, of all of the following
conditions, each of which is for the benefit of Seller and may be waived by Seller in its sole
discretion:
(a) Sale Order. The Bankruptcy Court shall have issued the Sale Order, and
such Sale Order shall not be stayed nor shall an injunction enjoining the Closing be in effect.
(b) Representations, Warranties and Covenants True. All of the
representations, warranties and covenants of Buyer set forth in Article 9 of this Agreement shall
be true and correct in all material respects on the date of the Closing as though made at the time
of the Closing.
(c) Performance of Obligations. Buyer shall have performed all of the
obligations of Buyer under this Agreement, the Sale Procedures Order and the Sale Order to be
performed by Buyer prior to the Closing.
(d) Delivery of Items. Buyer shall have executed and timely delivered to
Escrow Agent all of the items referred to in Article 6 hereof.
7.3 Casualty.
(a) Material Loss. In the event that, prior to the Closing, the Property shall
suffer a Material Loss, Seller shall immediately notify the Bankruptcy Court, the Buyer and
Escrow Agent of such Material Loss and, in such a case: (a) Buyer shall have the right to
terminate this Agreement and its obligation to purchase the Property pursuant to the terms of
Section 7.5 hereof; or (b) accept the Property in its then existing condition and purchase and
acquire the Property in accordance with the terms and conditions of this Agreement, subject to
the terms and conditions described in this Section 7.3. If Buyer exercises its right to purchase
and acquire the Property in its present condition, then Buyer shall not be entitled to an offset,
credit or reduction in the Purchase Price; provided, however, Seller shall assign to Buyer on the
Closing any and all casualty insurance proceeds previously paid or payable to Seller in
connection with such Material Loss. Buyers termination right or Buyers acceptance right shall
be exercised by written notice to Seller and the Bankruptcy Court within three (3) Business Days
after Buyer receives written notice from Seller of the occurrence of the Material Loss.
(b) Non-Material Loss. In the event that, prior to the Closing, the Property
shall suffer a Non-Material Loss, Seller shall immediately notify the Bankruptcy Court, the
Buyer and Escrow Agent of such Non-Material Loss and, in such a case, Buyer shall be
obligated to purchase the Property (in its then existing condition) in accordance with the terms
and conditions of this Agreement, subject to the terms and conditions of this Section 7.3. In such
a case, Buyer shall not be entitled to an offset, credit or reduction in the Purchase Price;
provided, however, Seller shall assign to Buyer on the Closing any and all casualty insurance
proceeds previously paid or payable to Seller in connection with such Non-Material Loss.
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7.4 Closing. Subject to the provisions of Section 7.3 hereof, in the event all of the
conditions set forth in Sections 7.1 and 7.2 are timely satisfied (or waived in writing by Buyer or
Seller, as applicable), Seller and Buyer shall take such action as may be required to cause the
purchase and sale of the Property to be effected in accordance with this Agreement, the Sale
Procedures Order and the Sale Order on or before the Closing Date. All such conditions shall be
deemed waived in the event the Closing occurs hereunder.
7.5 Failure of Conditions to Closing. In the event one or more of the conditions to the
Closing described in Section 7.1 of this Agreement are not satisfied or waived on or before the
Closing Date, and the failure of such conditions to be satisfied is not a result of a default by
Seller or Buyer in the performance of their respective obligations under this Agreement, then
Buyer shall have the right to terminate this Agreement and the Escrow by giving written notice
of termination to the Bankruptcy Court and Seller. In the event one or more of the conditions to
the Closing described in Section 7.2 of this Agreement are not satisfied or waived on or before
the Closing Date, and the failure of such conditions to be satisfied is not a result of a default by
Seller or Buyer in the performance of their respective obligations under this Agreement, then
Seller shall have the right to terminate this Agreement and the Escrow by giving written notice of
termination to Buyer. Furthermore, in the event either Party elects to terminate this Agreement
and the Escrow for the reasons and in accordance with the procedures set forth in this Section
7.5, Escrow Agent shall cause to be paid and distributed to Buyer the amount of the Deposit
previously paid by Buyer to Escrow Agent pursuant to Section 2.2 hereof, together with any
accrued interest thereon. In the event either Party elects to terminate this Agreement and the
Escrow for the reasons and in accordance with the provisions set forth in this Section 7.5, this
Agreement shall automatically terminate and Seller and Buyer agree to execute such escrow
cancellation instructions as may be necessary to effectuate the cancellation of the Escrow. Any
escrow cancellation, title cancellation and other cancellation charges shall be borne by Buyer.
Upon the satisfaction by Seller and Buyer of each of their respective obligations set forth in this
Section 7.5, neither Seller nor Buyer shall have any further rights or obligations to each other
(except as expressly provided in this Agreement).
7.6 Breach/Termination. In the event either Seller or Buyer defaults hereunder or
otherwise fails to perform any of their respective obligations to be performed, other than in the
case of Buyers termination pursuant to 7.3 hereof or Buyer or Sellers termination pursuant to
Section 7.5 hereof, then the non-breaching Party may elect the applicable remedies set forth in
this Section 7.6, which remedies shall constitute the sole and exclusive remedies of the non-
breaching Party with respect to a default by the other Party under this Agreement.
(a) Remedies of Buyer. Except as otherwise expressly set forth in this
Agreement, in the event Buyer is the non-breaching Party, as Buyers sole and exclusive remedy,
Buyer may elect to: (i) pursue the equitable remedy of specific performance to require
conveyance of the Property to Buyer; or (ii) terminate this Agreement and the Escrow by giving
Seller written notice describing Sellers default and setting forth Buyers election to immediately
terminate this Agreement and the Escrow. In the event Buyer so elects to terminate this
Agreement and the Escrow pursuant to this Section 7.6(a), Escrow Agent shall cause to be paid
to Buyer the Deposit previously paid by Buyer to Escrow Agent pursuant to Section 2.2 hereof,
together with any interest accrued thereon.
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(b) Remedies of Seller. Except as otherwise expressly set forth in this
Agreement, in the event Seller is the non-breaching Party, as Sellers sole and exclusive remedy,
Seller may elect to terminate this Agreement and the Escrow by giving Buyer and Escrow Agent
written notice describing Buyers default and stating Sellers election to immediately terminate
this Agreement and the Escrow. In the event Seller elects to terminate this Agreement and the
Escrow pursuant to this Section 7.6(b), the sole and exclusive remedy of Seller upon any such
termination shall be to receive the amount specified as liquidated damages pursuant to Section
7.6(c) hereof.
(c) SELLERS LIQUIDATED DAMAGES. IF BUYER FAILS TO
COMPLETE THE PURCHASE OF THE PROPERTY IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THIS AGREEMENT, THE SALE PROCEDURES ORDER
AND/OR THE SALE ORDER (OTHER THAN AS A RESULT OF BUYERS ELECTION TO
TERMINATE PURSUANT TO SECTIONS 7.3 OR SECTION 7.6(a) OR OTHER SECTION
REQUIRING A RETURN OF THE DEPOSIT TO BUYER, AND OTHER THAN IN THE
CASE OF SELLERS OR BUYERS TERMINATION PURSUANT TO SECTION 7.5
HEREOF, BY REASON OF THE DEFAULT OF BUYER, SELLER SHALL BE RELEASED
FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER. IN SUCH A CASE,
SELLER AND BUYER AGREE THAT IT WOULD BE DIFFICULT OR IMPOSSIBLE TO
DETERMINE THE AMOUNT OF DAMAGES OF SELLER AS A RESULT OF ANY SUCH
BREACH BY BUYER AND, ACCORDINGLY, AS SELLERS SOLE AND EXCLUSIVE
REMEDY, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT, TOGETHER
WITH ANY ACCRUED INTEREST THEREON, AS LIQUIDATED DAMAGES. THE
PAYMENT OF SUCH LIQUIDATED DAMAGES TO SELLER SHALL CONSTITUTE THE
EXCLUSIVE REMEDY OF SELLER ON ACCOUNT OF THE DEFAULT BY BUYER AND
SELLERS AND BUYERS GOOD FAITH, REASONABLE ESTIMATE OF SELLERS
ACTUAL DAMAGES.
(d) Cancellation Instructions and Costs. Upon any termination of this
Agreement pursuant to this Section 7.6, this Agreement will automatically terminate without any
further acts of either Seller or Buyer. In such a case, Seller and Buyer agree to execute such
escrow cancellation instructions as may be necessary to effectuate the cancellation of the Escrow
as may be required by Escrow Agent. The breaching Party hereunder shall pay any and all
escrow costs incurred in connection herewith. Upon the satisfaction by Seller and Buyer of each
of their respective obligations set forth in this Section 7.6 hereof, neither Seller nor Buyer shall
have any further rights or obligations to each other except with respect to any indemnity
obligations hereunder.
ARTICLE 8
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby makes the following representations and warranties, each of which
representation and warranty (a) is material and being relied upon by Buyer; and (b) is true,
complete and not misleading in all material respects as of the date hereof and as of the Closing.
8.1 Organization, Power and Authority. Seller is a limited liability company duly
organized and validly existing under the laws of the State of Delaware. Seller has all requisite
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power and authority to own, operate, maintain, manage and administer the Property, to execute
and deliver this Agreement and the Transaction Documents to which Seller is a party, and to
perform its obligations hereunder and thereunder and effect the transactions contemplated hereby
and thereby. All requisite limited liability company actions and/or other necessary actions have
been taken as of the Closing to authorize and approve the execution, delivery and performance
by Seller of this Agreement and the Transaction Documents to which Seller is a party.
8.2 Non-Foreign Status. Seller is not a foreign person as such term is defined in
Section 1445 of the Code. Seller shall deliver to Buyer at the Closing, a Certificate of Non-
Foreign Status, in the form of Exhibit J duly acknowledged by Seller.
8.3 Survival. The representations and warranties of Seller set forth in this Article 8,
as well as the right and ability of Buyer to enforce the same, shall survive the Closing
indefinitely.
ARTICLE 9
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby makes the following representations and warranties, each of which
representation and warranty (a) is material and being relied upon by Seller; and (b) is true,
complete and not misleading in all material respects as of the date hereof and as of the Closing.
9.1 Organization, Power and Authority. Buyer is a _________________, duly
organized and validly existing under the laws of the State of ____________ and authorized to do
business in the State where the Real Property is located. Buyer has all requisite power and
authority to execute and deliver this Agreement and the Transaction Documents to which Buyer
is a party, and to perform its obligations hereunder and thereunder and to effect the transactions
contemplated hereby and thereby, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar federal or state laws affecting the rights of creditors. All requisite
[corporate, limited liability company or partnership] or other action has been taken to authorize
and approve the execution, delivery and performance by Buyer of this Agreement and the
Transaction Documents to which Buyer is a party.
9.2 No Conflicts or Violations. The execution, delivery and performance by Buyer of
this Agreement and the Transaction Documents to which Buyer is a party, and the consummation
of the transactions contemplated hereby and thereby, will not (a) violate any provision of
Buyers organization documents, (b) to Buyers actual knowledge, violate, conflict with or result
in a breach of or default under any term or provision of any contract or agreement to which
Buyer is a party or by or to which Buyer or any of its assets or properties are or may be bound or
subject, or (c) violate the Sale Procedures Order, the Sale Order and/or any order, judgment,
injunction, award or decree of the Bankruptcy Court in connection with the Bankruptcy Case
and/or any court or arbitration body, or any governmental, administrative or regulatory authority,
or any other body, by or to which Buyer or the Property are or may be bound or subject.
9.3 Approvals. To Buyers actual knowledge, no approval or consent of any foreign
or domestic governmental, administrative or regulatory body or any other person or entity is
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required for the execution, delivery or performance by Buyer of this Agreement or the
Transaction Documents to which Buyer is a party.
9.4 Prohibited Persons and Transactions. Neither Buyer, nor any of its affiliates, nor
any of their respective members, officers or directors is, nor prior to Closing, or the earlier
termination of this Agreement, will they become, a person or entity with whom U.S. persons or
entities are restricted from doing business under the regulations of the Office of Foreign Asset
Control (OFAC) of the Department of the Treasury (including those name on OFACs
Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including
the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action
and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in
any dealings or transactions with or be otherwise associated with such persons or entities.
9.5 Survival. The representations and warranties of Buyer set forth in this Article 9,
as well as the right and ability of Buyer to enforce the same, shall survive the Closing
indefinitely.
ARTICLE 10
COSTS, EXPENSES AND PRORATIONS
10.1 Costs and Expenses.
(a) Seller. Seller shall not incur any costs, fees or expenses in connection
with the closing of the transactions contemplated by this Agreement, the Sale Procedures Order
and/or the Sale Order, other than Sellers attorneys fees and costs. Notwithstanding the
foregoing, in the event that Seller will be entitled to receive any Cash proceeds from the sale,
after deducting any Monetary Obligationsamounts to be paid by Seller out of such proceeds
pursuant to this Agreement, the Sales Procedures Order and/or the Sale Order, then, in such a
case, Seller (in lieu of Buyer) shall be obligated to pay such Closing costs as would customarily
be paid by a seller in the County of Eagle, State of Colorado, but only to the extent such Cash
proceeds are available for the payment of such costs and expenses.
(b) Buyer. At Closing, Buyer shall pay, in addition to the Purchase Price, all
costs, fees and expenses in connection with the closing of the transactions contemplated by this
Agreement, the Sale Procedures Order and the Sale Order including, without limitation: (a) all
recording costs; (b) all documentary transfer taxes, deed stamps and similar costs, fees and
expenses payable in connection with Sellers Deed and the Quitclaim Deed for Water Rights; (c)
the premium for any title policy obtained by Buyer; (d) the premium of any binders or
endorsements to any title policy requested by Buyer; (e) Escrow Agents fees and costs for the
Escrow; (f) all accrued and unpaid real and business personal property taxes and assessments
secured by statutory liens against the Property in favor of taxing authorities, which are due and
owing with respect to the Real Property as of the Closing; (g) all sales and use taxes arising out
of the sale and transfer of the Property by Seller to Buyer; (h) all sums due and owing under the
Assumed Contracts, the Leases, the Permits, the Intangibles, the Entitlements, the IP, the Trade
Names and Trademarks, the Water Contracts and any other Property (including, without
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limitation, all cure payments under 365 of the Bankruptcy Code); (i) Buyers attorneys fees;
and (j) the Sellers Brokers Commission.
(c) Prorations. There will be no prorations between Seller and Buyer at
Closing.
ARTICLE 11
ACTIONS TO BE TAKEN AT THE CLOSING
11.1 Actions by Escrow Agent. In connection with the Closing, Escrow Agent shall
take the following actions:
(a) Recording. Escrow Agent shall cause Sellers Deed (with any required
documentary transfer tax information to be affixed after recording) for the Real Property and the
Quitclaim Deed for Water Rights to be recorded in the Official Records of Eagle County,
Colorado, and obtain a conformed copy thereof for distribution to Seller and Buyer.
(b) Distribution of Funds. Escrow Agent shall disburse all funds deposited
with Escrow Agent by Buyer in payment of the Purchase Price as directed by the Seller or as
otherwise directed by the Sale Order. All disbursements by Escrow Agent shall be by wire
transfer to the designated account of the receiving Party or shall be by checks of Escrow Agent,
as may be directed by the receiving Party.
(c) Distribution of Recorded Documents. Disburse to Seller an executed
original of each of the Transaction Documents and a conformed copy of the Sellers Deed, a
conformed copy of the Quitclaim Deed for Water Rights and any other documents deposited into
Escrow by Seller.
(d) Distribution of Transaction Documents. Disburse to Buyer an executed
original of each of the Transaction Documents and a conformed copy of the Sellers Deed, a
conformed copy of the Quitclaim Deed for Water Rights and any other documents deposited into
Escrow by Buyer.
ARTICLE 12
PROPERTY CONVEYED AS-IS; SELLER RELEASE; INDEMNIFICATION
12.1 Condition of the Property.
(a) As-Is Nature of Transaction. BUYER ACKNOWLEDGES, AGREES,
REPRESENTS AND WARRANTS TO AND WITH SELLER THAT, EXCEPT AS
EXPRESSLY PROVIDED HEREIN, (i) BUYER IS PURCHASING THE PROPERTY IN ITS
EXISTING CONDITION AS IS, WHERE IS AND WITH ALL FAULTS AND
SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES,
REPRESENTATIONS OR GUARANTEES, EXPRESS OR IMPLIED, OF ANY KIND,
NATURE OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER WITH RESPECT
TO ALL FACTS, CIRCUMSTANCES, CONDITIONS AND DEFECTS; (ii) SELLER HAS
NO OBLIGATION TO INSPECT FOR OR REPAIR OR CORRECT ANY SUCH FACTS,
CIRCUMSTANCES, CONDITIONS OR DEFECTS OR TO COMPENSATE BUYER FOR
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THE SAME; (iii) SELLER HAS SPECIFICALLY BARGAINED FOR THE ASSUMPTION
BY BUYER OF ALL RESPONSIBILITY WITH RESPECT TO THE PROPERTY AND OF
ALL RISK OF ADVERSE CONDITIONS AND HAS STRUCTURED THE PURCHASE
PRICE AND OTHER TERMS OF THIS AGREEMENT IN CONSIDERATION THEREOF;
(iv) BUYER IS AND WILL BE RELYING STRICTLY AND SOLELY UPON ITS
INSPECTIONS AND EXAMINATIONS, IF ANY, AND THE ADVICE AND COUNSEL OF
ITS OWN CONSULTANTS, AGENTS, LEGAL COUNSEL AND OFFICERS TO
DETERMINE IF THE PURCHASE PRICE IS FAIR AND ADEQUATE CONSIDERATION
FOR THE PROPERTY; (v) SELLER IS NOT MAKING AND HAS NOT MADE ANY
STATEMENTS, AGREEMENTS, PROMISES, ASSURANCES, REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, REGARDING
SELLER, THE PROPERTY, THE STATE OF TITLE TO THE PROPERTY, THE ABILITY
OF SELLER TO ASSIGN THE PROPERTY OR ANY PORTION THEREOF WITHOUT
CONSENT AND/OR ANY OTHER ASPECT OR MATTER PERTAINING TO SELLER OR
THE PROPERTY OR ANY OTHER FACT OR MATTER WHATSOEVER AND/OR WITH
RESPECT TO ANY MATERIALS OR OTHER DATA PROVIDED BY SELLER OR ANY
REPRESENTATIVE OF SELLER TO BUYER (WHETHER PREPARED BY OR FOR THE
SELLER OR OTHERS) OR THE EDUCATION, SKILLS, COMPETENCE OR DILIGENCE
OF THE PREPARERS THEREOF, AS AN INDUCEMENT TO BUYER TO ENTER INTO
THIS AGREEMENT AND THEREAFTER TO PURCHASE THE PROPERTY OR FOR ANY
OTHER PURPOSE; (vii) NONE OF THE MEDIATOR (AS DEFINED IN THE BID
PROCEDURES), THE OVERSIGHT PARTIES (AS DEFINED IN THE BID PROCEDURES)
NOR THEIR RESPECTIVE COUNSEL, PROFESSIONALS, OFFICERS, EMPLOYEES,
REPRESENTATIVES OR AGENTS (COLLECTIVELY, THE M/OP PARTIES) MAKE
ANY REPRESENTATION REGARDING THE DEBTOR (AS DEFINED IN THE BID
PROCEDURES), ITS OPERATIONS, THE CLUB, THE PROPERTY OR RELATED
LIABILITIES, INCLUDING, WITHOUT LIMITATION, LIENS, INTERESTS AND
ENCUMBRANCES AFFECTING THE PROPERTY OR THE FINANCIAL CONDITION OF
DEBTOR, TO BE PROVIDED OR PROVIDED TO ANY POTENTIAL BIDDER,
INCLUSIVE OF SELLER, PURSUANT TO THE BID PROCEDURES OR OTHERWISE
AND, CONSEQUENTLY, THERE ARE NO REPRESENTATIONS OR WARRANTIES
MADE BY OR ON BEHALF OF ANY OF THE M/OP PARTIES REGARDING THE
ACCURACY, RELIABILITY, VERACITY, ADEQUACY OR COMPLETENESS OF ANY
OF THE INFORMATION PROVIDED IN CONNECTION WITH OR RELATED TO THE
BID PROCEDURES OR THE PROPERTY, THE AUCTION (AS DEFINED IN THE BID
PROCEDURES) OR THE SALE OF THE PROPERTY, AND SELLER ACKNOWLEDGES
THAT IT WAS ADVISED AND ENCOURAGED TO CONSULT WITH ITS OWN
ADVISORS REGARDING THE BID PROCEDURES, THE PROPERTY, THE AUCTION,
THE SALE OF THE PROPERTY AND THIS AGREEMENT; AND (viii) BY REASON OF
ALL THE FOREGOING, BUYER ASSUMES THE FULL RISK OF ANY LOSS OR
DAMAGE FOLLOWING CLOSING OCCASIONED BY ANY FACT, CIRCUMSTANCE,
CONDITION OR DEFECT PERTAINING TO THE PROPERTY. WITHOUT LIMITING
THE GENERALITY OF ANY OF THE FOREGOING, BUYER SPECIFICALLY
ACKNOWLEDGES THAT SELLER DOES NOT REPRESENT OR IN ANY WAY
WARRANT THE ACCURACY OF ANY INFORMATION OR MATERIALS LISTING OR
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DESCRIBING THE PROPERTY OR THE INFORMATION, IF ANY, PROVIDED BY
SELLER AND/OR ITS REPRESENTATIVES TO BUYER.
(b) No Warranties. SELLER HEREBY DISCLAIMS ALL WARRANTIES
OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF
CONDITION, MERCHANTABILITY, HABITABILITY AND FITNESS FOR PARTICULAR
PURPOSES), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES WITH RESPECT TO THE PROPERTY, TAX LIABILITIES, ZONING,
LAND VALUE, SUBDIVISION OR LAND USE, AVAILABILITY OF ACCESS OR
UTILITIES, INGRESS OR EGRESS, GOVERNMENTAL APPROVALS, OR THE SOIL
CONDITIONS OF THE LAND. BUYER FURTHER ACKNOWLEDGES THAT BUYER IS
BUYING THE PROPERTY AS IS, WHERE IS AND WITH ALL FAULTS, IN ITS
PRESENT CONDITION, INCLUDING, WITHOUT LIMITATION, LATENT DEFECTS AND
OTHER MATTERS NOT DETECTED IN BUYERS INSPECTIONS, WITHOUT ANY
WARRANTIES OF TRANSFER, QUALITY, MERCHANTABILITY, VALUE, UTILITY OR
FITNESS FOR A PARTICULAR USE OR PURPOSE, AND THAT EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER IS NOT
RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY
SELLER OR ANY OF ITS EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES
WITH RESPECT TO THE PROPERTY, AND THAT, IN FACT, NO SUCH
REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT.
(c) Hazardous Materials. FURTHER AND WITHOUT IN ANY WAY
LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER DOES NOT
MAKE ANY WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE
REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS
MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND SELLERS DEED,
BUYER ACKNOWLEDGES THAT BUYERS OPPORTUNITY FOR INSPECTION AND
INVESTIGATION OF THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY
THERETO) PRIOR TO THE EXECUTION DATE WAS ADEQUATE TO ENABLE BUYER
TO MAKE BUYERS OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON
OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY
THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, BUYERS
CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER
OF BUYERS AND ITS SUCCESSORS AND ASSIGNS RIGHTS TO SUE SELLER AND
OF BUYERS RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT
UNDER ANY FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW
EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR
REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF
HAZARDOUS MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION
WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING,
BUT NOT LIMITED TO, FEDERAL CERCLA, RCRA, AND SARA ACTS.
12.2 Buyers Release. Buyer hereby releases, remises, acquits and forever discharges
Seller, the M/OP Parties and their respective members, managers, directors, officers,
shareholders, partners, employees, agents, representatives, affiliates, attorneys and their
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respective successors and assigns (collectively, the Released Parties), from and against any and
all claims, causes of actions, suits, legal or administrative orders or proceedings, demands,
damages, punitive damages, losses, costs, liabilities and expenses, whether known or unknown,
arising subsequent to the Closing and further arising out of or in any way relating to the
following: (a) the Bankruptcy Case; (b) the completeness or accuracy of any and all materials,
data and information regarding the Property, (c) the physical condition of the Real Property or
the Personal Property; (d) the existence or presence of any Hazardous Materials on, under or
about the Real Property and/or the release or discharge of any Hazardous Materials from the
Real Property; (e) the violations of any applicable statutes or laws with regard to the Real
Property, including any Environmental Laws; and (f) any and all other matters regarding the
Property, in each case whether existing prior to or after the Closing.
The provisions of this Section 12.2 shall not apply to the any claims or causes of action
that may be asserted by Buyer against Seller based upon an alleged breach or a covenant,
representation or warranty by Seller under this Agreement which is not otherwise waived or
expired pursuant to the terms and conditions of this Agreement.
12.3 Restrictions on Transfer of Property; Third Party Consents. Buyer acknowledges
that Seller is not selling or otherwise transferring to Buyer any property that Seller may not sell
or transfer under applicable law, including, without limitation, any such property the sale,
transfer or use of which is restricted under applicable copyright, patent or other similar laws, and
the use, sale or disposition of the Property may be limited as a result thereof. Furthermore,
Buyer assumes responsibility for obtaining all required licenses, permits and/or other agreements
as may be required so that Buyer may lawfully sell, distribute, operate and/or otherwise use the
Property.
12.4 Survival. The terms of this Article 12, as well as the right and ability of the Buyer
to enforce the same, shall survive the Closing and are incorporated into the Transaction
Documents by reference as if fully set forth therein.
ARTICLE 13
BROKERS
Upon the Closing, and only in the event of the Closing, Buyer shall pay to Sellers Broker
a commission through Escrow at the Closing pursuant to and in accordance with the separate
agreement by and between Seller and Sellers Broker (Sellers Brokers Commission), subject
to the amount thereof being approved by the Bankruptcy Court. The Sellers Brokers
Commission payable by Buyer to Sellers Broker pursuant to this Article 13 shall be in addition
to the Purchase Price and other amounts payable by Buyer pursuant to this Agreement. Except
as described in this Article 13, Seller and Buyer hereby represent and warrant to each other that
the warranting party has not entered into nor will such warranting party enter into any agreement,
arrangement or understanding with any other person or entity which will result in the obligation
of the other party to pay any finders fee, commission or similar payment in connection with the
transactions contemplated by this Agreement. Seller and Buyer hereby agree to and shall
indemnify, defend and hold harmless the other from and against any and all claims, costs,
damages and/or liabilities arising from the breach of the foregoing representation by either Seller
or Buyer, as the case may be. The provisions of this Article 13 shall survive the Closing.
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ARTICLE 14
MISCELLANEOUS
14.1 Assignment. No assignment of this Agreement or Buyers rights, duties and
obligations hereunder shall be made by Buyer without first having obtained written approval of
any such assignment by Seller, which approval may be granted or withheld in Sellers sole
discretion and for any reason or no reason, and the approval of the Bankruptcy Court.
Notwithstanding the foregoing, Buyer may assign this Agreement and all of Buyers rights,
duties and obligations hereunder, to an affiliate of Buyer without the prior consent or approval of
Seller, but subject to the approval of the Bankruptcy Court. Furthermore, in connection with any
such assignment, Buyer shall remain obligated to perform all of the terms and conditions of this
Agreement as set forth herein.
14.2 Notices. Any tender, delivery, notice, demand or other communication (Notice)
required or permitted under this Agreement shall be in writing, and shall be sent by email,
telecopier or telefacsimile machine capable of confirming transmission and receipt, and shall be
deemed delivered, given and received when sent, all in accordance with the following:
If to Seller: Cordillera Golf Club, LLC
97 Main Street, Suite E-202
P.O. Box 988
Edwards, CO 81632
Attn: Dan L. Fitchett, Jr. CEO
FAX: (970) 926-5934
Email: dfitchett@cordillera-vail.com

With a copy to: Foley & Lardner LLP
402 West Broadway, Suite 2100
San Diego, California 92101-3542
Attn: Christopher Celentino, Esq.
Mikel R. Bistrow, Esq.
FAX: (619) 234-3510
Email: ccelentino@foley.com
mbistrow@foley.com

If to Buyer: __________________________
__________________________
__________________________
Attn: ______________________
FAX:(___) _________________
Email:_________________

With copy to: __________________________
__________________________
__________________________
Attn: ______________________
FAX:(___) _________________
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Email:_________________

14.3 Binding Offer from Buyer. Buyer acknowledges and agrees that this Agreement
is being submitted by Buyer pursuant to the Sale Procedures Order and is irrevocable and
binding upon Buyer as set forth therein until the earlier to occur of the Closing or January 15,
2013.
14.4 Inspection Rights.
(a) Inspection of Real Property and Books and Records. To the extent
permitted by law and any relevant confidentiality agreements and upon reasonable prior notice
by Buyer to Seller, Seller shall afford to Buyer, and to the accountants, counsel and
representatives of Buyer, reasonable access, during normal business hours, to the Real Property
and originals (or copies, as applicable), of the Books and Records and the Membership
Documents throughout the period prior to the Closing Date (or the earlier termination of this
Agreement); provided, however, Seller shall not be required to incur any cost and expense
relating thereto (including any copying charges). Following the Closing, to the extent Buyer
does not copy any Books and Records (at Buyers cost and expense pursuant to Article 1 of this
Agreement), Seller shall continue to afford to Buyer, and to the accountants, counsel and
representatives of Buyer, such reasonable access to the same pursuant to this Section 14.4 hereof
for a period of ninety (90) Calendar Days following the Closing.
(b) Entry Onto Real Property. Buyer may enter the Real Property prior to
Closing by contacting Sellers Broker. Any entry upon the Real Property by or on behalf of
Buyer shall be at Buyers sole risk and expense. Buyer shall not cause or permit any damage to
the Real Property (including, without limitation, any boring or invasive testing) or the imposition
of any lien on the Real Property due to Buyer's or its agents' entry and activities on the Real
Property pursuant to this Section 14.4. If any such lien shall be filed against the Real Property,
Buyer promptly and at its own expense shall cause any such lien to be removed, and, in the event
of such damage, shall restore the Real Property, as close as reasonably possible, to the condition
existing immediately prior to Buyers entry (or entry by Buyers representatives, agents,
employees and other persons or entities claiming by or through it agents). BUYER SHALL
INDEMNIFY, DEFEND AND HOLD SELLER AND SELLERS MEMBERS, MANAGERS,
DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, EMPLOYEES, AGENTS,
REPRESENTATIVES, AFFILIATES, ATTORNEYS, SUCCESSORS AND ASSIGNS,
HARMLESS FROM AND AGAINST ANY CLAIMS, DAMAGES, EXPENSES OR LOSSES,
RESULTING FROM OR RELATED TO BUYERS (OR BUYERS AGENTS) ENTRY
UPON THE REAL PROPERTY OR ACTIVITIES IN RESPECT OF THE PROPERTY.
(c) The terms of this Section 14.4, as well as the right and ability of Seller to
enforce the same, shall survive the Closing or earlier termination of this Agreement.
14.5 Entire Agreement. This Agreement, including the Schedules and Exhibits
referred to herein, constitutes the entire contract between the Parties with respect to the subject
matter covered by this Agreement. This Agreement supersedes all previous representations,
arrangements, agreements and understandings by and among the Parties with respect to the
subject matter covered by this Agreement, including without limitation all prior letters of intent
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executed between Buyer and Seller, and any such representations, arrangements, agreements and
understandings are hereby canceled and terminated in all respects. This Agreement may not be
amended, changes or modified except by a writing duly executed by both of the Parties hereto
and authorized and approved by the Bankruptcy Court.
14.6 Severability. If any provision of this Agreement, or any portion of any such
provision, is held to be unenforceable or invalid, the remaining provisions and portions shall
nevertheless be carried into effect.
14.7 Remedies. The Parties shall not be deemed to waive any of their rights or
remedies under this Agreement, unless such waiver is in writing and signed by the Party to be
bound. No delay or omission on the part of either Party in exercising any right or remedy shall
operate as a waiver of such right or remedy or any other right or remedy.
14.8 Headings. The headings contained in this Agreement are for convenience only
and are not a part of this Agreement, and do not in any way interpret, limit or amplify the scope,
extent or intent of this Agreement, or any of the provisions of this Agreement.
14.9 Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an original, but all of which together shall constitute one and the same
agreement.
14.10 Attorneys Fees. In the event any action is initiated for any breach of default in
any of the terms or conditions of this agreement, then the Party in whose favor judgment shall be
entered shall be entitled to have and recover from the non-prevailing Party all costs and expenses
(including attorneys fees) incurred in such action and any appeal therefrom.
14.11 Governing Law and Adjudication. This Agreement shall be governed by and
interpreted in accordance with the laws (other than that body of law relating to conflicts of law)
of the State of Colorado. The proper venue for any claims, causes of action or other proceedings
concerning this Agreement shall be in the Bankruptcy Court.
14.12 No Third Party Beneficiary. This Agreement creates rights and duties only
between the Parties, and no third party is or shall be deemed to be or shall have any rights as a
third party beneficiary.
14.13 Binding Effect. Subject to Section 14.1, this Agreement shall be binding upon
and shall inure to the benefit of the Parties and their respective successors, assigns and legal and
personal representatives.
14.14 Survival. Except as otherwise provided in this Agreement to the contrary, the
covenants and obligations of the Parties to this Agreement shall survive the Closing indefinitely.
14.15 Time of the Essence. Time is of the essence for the performance of each and ever
obligation hereunder.
14.16 Rules of Construction. The Parties agree that they have been represented by
counsel during the negotiation and execution of this Agreement and, therefore, waive the
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4827-3608-7569.107569.12
application of any law, regulation, holding or rule of construction providing that ambiguities in
an agreement or other document will be construed against the party drafting such agreement or
document.
14.17 Further Assurances. Each of the Parties agrees to execute and deliver such
instruments and take such actions as the other may, from time to time, request in order to
effectuate the purpose and to carry out the terms of this Agreement. By way of example and not
limitation, and subject to the approval of the Bankruptcy Court, in the event Buyer determines
that any item of Property was not sold, transferred, assigned or conveyed to Buyer pursuant to
this Agreement (exclusive of any Excluded Property), and a reasonable reading or interpretation
of this Agreement indicates that such item of Property was inadvertently omitted, then each of
the Parties agrees to cooperate with the other and to execute such additional agreements and
documents and take such additional actions as may be reasonably required to transfer, assign or
convey such item of Property.
[Signature page to follow]
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[Signature Page to Purchase and Sale Agreement]
4827-3608-7569.107569.12
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.
SELLER:

CORDILLERA GOLF CLUB, LLC, a
Delaware limited liability company

By: _______________________________
Dan L. Fitchett, Jr., CEO

BUYER:

____________________________________

By: __________________________________
Name: ______________________________
Title: _______________________________

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[Consent of Escrow Agent]
4827-3608-7569.107569.12
CONSENT OF ESCROW AGENT

The undersigned Escrow Agent hereby agrees to (i) accept the foregoing Purchase
Agreement, (ii) be Escrow Agent under said Purchase Agreement, (iii) to make all filings
required under Section 6045 of the Internal Revenue Code of 1986, as amended, and (iv) be
bound by said Purchase Agreement in the performance of its duties as Escrow Agent; provided,
however, the undersigned shall have no obligations, liability or responsibility under (a) this
Consent or otherwise, unless and until said Purchase Agreement, fully signed by the parties, has
been delivered to the undersigned, or (b) any amendment to said Purchase Agreement unless and
until the same is accepted by the undersigned in writing.
Dated: _____________, 2012 _____________________________________

By__________________________________
Its__________________________________

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EXHIBIT A

Legal Description of the Land

[See attached]

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EXHIBIT B

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

_____________________________________________________________________________

QUITCLAIM DEED

THIS QUITCLAIM DEED, made this _____day of _____________________, 2012,
between CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company whose legal
address is 97 Main Street, Suite 202, City of Edwards, County of Eagle, State of Colorado (the
Grantor), and ____________________________, a _____________________, whose legal
address is ________________________________, of the County of ___________________,
State of __________________ (the Grantee):
WITNESSETH, that the Grantor, for and in consideration of the sum of Ten Dollars
($10.00), the receipt and sufficiency of which are hereby acknowledged, has REMISED,
RELEASED, sold, conveyed and quitclaimed, AND BY THESE PRESENTS DOES REMISE,
RELEASE, SELL, CONVEY AND QUITCLAIM, unto the Grantee, its heirs, successors and
assigns forever, all the right, title, interest, claim and demand which the Grantor has in and to the
real property, together with improvements, if any, situated, lying and being in the city of
Edwards, County of Eagle, State of Colorado, legally described as:
See Exhibit A attached hereto and incorporated herein by reference (the Land).
TO HAVE AND TO HOLD the same, together with all and singular the appurtenances
and privileges thereunto belonging or in anywise thereunto appertaining, and all the estate,
rights, title, interest and claim whatsoever, of the Grantor, either in law or equity, to the only
proper use, benefit and behoof of the Grantee, its successors and assigns forever, subject only to
the matters set forth on Exhibit B which is attached hereto and incorporated herein by this
reference (the Permitted Title Exceptions). The singular number shall include the plural, the
plural and the singular, and the use of any gender shall be applicable to all genders.
EXCEPT AS EXPRESSLY SET FORTH IN THAT CERTAIN PURCHASE AND
SALE AGREEMENT AND ESCROW INSTRUCTION BETWEEN GRANTOR AND
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GRANTEE, DATED AS OF _____________, 2012 (THE PURCHASE AGREEMENT), THE
SALE OF THE LAND IS MADE ON AN AS IS, WHERE IS AND WITH ALL FAULTS
BASIS, AND THE PROVISIONS OF ARTICLE 12 OF THE PURCHASE AGREEMENT ARE
INCORPORATED HEREIN BY REFERENCE AS IF FULLY SET FORTH HEREIN.
IN WITNESS WHEREOF, Grantor has executed this deed on the date set forth above.
GRANTOR:

CORDILLERA GOLF CLUB, LLC, a Delaware
limited liability company

By:

STATE OF COLORADO

COUNTY OF EAGLE

BEFORE ME, the undersigned authority, on this day personally appeared
, the of
, a , known to me
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he executed the same for the purposes and consideration therein expressed, as the act and
deed of said entity and in the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ____ day of ________________,
2012.

Notary Public, State of Colorado

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EXHIBIT A
TO QUITCLAIM DEED

LEGAL DESCRIPTION

[See attached]

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EXHIBIT B
TO QUITCLAIM DEED

PERMITTED TITLE EXCEPTIONS

[See attached]

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EXHIBIT C

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

_____________________________________________________________________________

QUITCLAIM DEED FOR WATER RIGHTS

THIS QUITCLAIM DEED, is made this _____day of _________________, 2012, by
CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company, whose address is
_______________________________ (Grantor) to ____________________________, a
_____________________, whose address is ________________________________
(Grantee).
WITNESSETH, that pursuant to that certain Purchase and Sale Agreement and Escrow
Instructions, dated ____________________, 2012, by and between Grantor and Grantee (as
amended and assigned, the Purchase Agreement), the Grantor, for and in consideration of the
sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, has sold, conveyed and quitclaimed and by these
presents does quitclaim unto the Grantee, its successors and assigns forever, without
representation or warranty, all of Grantors right, title and interest in and to the water rights and
water contracts (the Water Rights), beneficially used on, appurtenant to, andor associated
solely with the land situated in the County of Eagle, State of Colorado, legally described as:
See Exhibit A, attached hereto and incorporated herein by reference (the Land).
The water rightsWater Rights include all surface water rights and ground water rights,
whether tributary, non-tributary or not non-tributary, adjudicated or non-not adjudicated, decreed
plans for augmentation, decreed appropriative rights of exchange, all water contracts, and all
water allotments in facilities owned by the United States of America or others associated with
the Land including, without limitation, the Water Rights specifically described on Exhibit B
attached hereto and incorporated herein by reference. Notwithstanding the foregoing, the term
Water Rights shall not include the Excluded Property (as defined in the Purchase Agreement).
TOGETHER WITH all headgates, easements and rights-of-way, permits, ditches and
ditch rights, dams, ponds, reservoirs and reservoir rights, pipelines and pipeline rights, wells and
wells rights, and any and all other structures and interests, if any, owned by Grantor, existing or
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proposed, used or necessary to divert and, deliver or use the water available under the Water
Rights from their points of diversion to their places of use on the Land.
TO HAVE AND TO HOLD the said rights above quitclaimed and described, with the
appurtenances, unto the Grantee, its successors and assigns forever, subject to any and all matters
of record.
EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, THE
SALE OF THE WATER RIGHTS IS MADE ON AN AS IS, WHERE IS AND WITH
ALL FAULTS BASIS, AND THE PROVISIONS OF ARTICLE 12 OF THE PURCHASE
AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AS IF FULLY SET
FORTH HEREIN.

EXECUTED as of the date set forth above.
GRANTOR:


By:

STATE OF COLORADO

COUNTY OF EAGLE

, the of
, a , known to me

2012.


(Typed or Printed Name of Notary)

My Commission Expires:

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EXHIBIT A
TO QUITCLAIM DEED FOR WATER RIGHTS

LEGAL DESCRIPTION OF THE LAND

[See attached]

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EXHIBIT B
TO QUITCLAIM DEED FOR WATER RIGHTS

DESCRIPTION OF WATER RIGHTS

[See attached]

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EXHIBIT D

BILL OF SALE
STATE OF COLORADO
KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF EAGLE

THIS BILL OF SALE is made by the undersigned, CORDILLERA GOLF CLUB, LLC,
a Delaware limited liability company (Seller), in favor of ________________________, a
_______________(Buyer). Seller and Buyer may be individually referred to herein as a
Party or collectively referred to herein as Parties.
WHEREAS, this Bill of Sale is being entered into pursuant to and in accordance with that
certain Purchase and Sale Agreement and Escrow Instructions, dated ____________________,
2012, by and between Seller and Buyer (as amended and assigned, the Purchase Agreement).
Capitalized terms used herein without definition shall have the meaning given to such terms in
the Purchase Agreement; and
WHEREAS, Seller has of even date herewith conveyed to Buyer the Property; and
WHEREAS, pursuant to the Purchase Agreement, Seller is to sell, convey, and transfer to
Purchaser, by bill of sale, all of Sellers right, title and interest in and to the Personal Property.
NOW, THEREFORE, subject to and in accordance with the Purchase Agreement, and in
consideration of the sum of TEN DOLLARS ($10.00) and of the premises, and of other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller has
GIVEN, GRANTED, CONVEYED, ASSIGNED, TRANSFERRED, BARGAINED, SOLD,
REMISED, RELEASED, ALIENATED, SET OVER, and CONFIRMED, and by these presents
does GIVE, GRANT, CONVEY, ASSIGN, TRANSFER, BARGAIN, SELL, REMISE,
RELEASE, ALIENATE, SET OVER, and CONFIRM unto Buyer, its successors and assigns,
forever, as an entirety, without representation or warranty, all of Sellers right, title, and interest
in and to all of the Personal Property (subject to the Leases, as applicable).
PROVIDED, HOWEVER, that nothing herein shall be deemed to constitute an
assignment or an attempt to assign the Personal Property or any licenses, franchises, permits, and
other governmental authorizations held by Seller relating to the Property or used by Seller in
connection with the operation and management of the Property which are not permitted to be
assigned by any federal, state, or local governmental or quasi-governmental authority, and if any
such license, franchise, permit, or other governmental authorization may not be fully assignable
except with the approval of any federal, state, or local governmental or quasi-governmental
authority, then assignment shall occur only upon obtaining such approval.
TO HAVE AND TO HOLD all of Sellers interest in the Personal Property unto Buyer,
its successors and assigns forever.
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EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, THE
SALE OF THE PERSONAL PROPERTY IS MADE ON AN AS IS, WHERE IS AND
WITH ALL FAULTS BASIS (INCLUDING, WITHOUT LIMITATION, ANY AND ALL
OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED UNDER THE
UNIFORM COMMERCIAL CODE IN EFFECT IN COLORADO OR ANY OTHER
JURISDICTION WHOSE LAW MAY BE APPLICABLE TO THE CONSTRUCTION OR
ENFORCEMENT OF THE PURCHASE AGREEMENT OR THIS INSTRUMENT), AND THE
PROVISIONS OF ARTICLE 12 OF THE PURCHASE AGREEMENT ARE INCORPORATED
HEREIN BY REFERENCE AS IF FULLY SET FORTH HEREIN.

This Bill of Sale may be executed in one or more identical counterparts, each of which
such counterpart shall be deemed an original for all purposes and all such counterparts
collectively consisting of one such Bill of Sale.
IN WITNESS WHEREOF, Seller and Buyer have caused this Bill of Sale to be executed
by a duly authorized officer of each such entity this _____ day of __________, 2012.
SELLER:


By:

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STATE OF COLORADO

COUNTY OF EAGLE

, the of
, a , known to me

2012.




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BUYER:

____________________________________, a
__________________________________

By:
Name:
Title:

STATE OF COLORADO

COUNTY OF EAGLE

, the of
, a , known to me

2012.




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EXHIBIT A
TO BILL OF SALE
PERSONAL PROPERTY

[See attached]

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EXHIBIT E

ASSIGNMENT AND ASSUMPTION OF LEASES
THIS ASSIGNMENT AND ASSUMPTION OF LEASES (Assignment), is made and
entered into effective the ____ day of _______________, 2012, by and between CORDILLERA
GOLF CLUB, LLC, a Delaware limited liability company (Assignor), and
________________________________, a ________________________ (Assignee), both of
whom may be referred to herein as the Parties and each of whom may be referred to herein as
a Party.
RECITALS
A. Assignor and Assignee are parties to that certain Purchase and Sale Agreement
and Escrow Instructions, dated ______________, 2012 (as amended and assigned, the Purchase
Agreement). Unless otherwise expressly provided herein, capitalized terms used in this
Assignment shall have the meaning ascribed to such terms in the Purchase Agreement.
B. This Assignment is made pursuant to, as required by, and subject to the terms and
conditions of the Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto agree as follows:
1. Assignment of Leases. Subject to the provisions of the Purchase Agreement,
effective as of the Closing, Assignor hereby assigns, transfers, conveys and delivers to Assignee,
and Assignee hereby accepts the assignment of, all of Assignors right, title and interest in, to
and under the Leases, all as listed or described on the attached Exhibit A, attached hereto and
incorporated herein by reference (the Assumed Leases). Notwithstanding the foregoing, the
term Assumed Leases shall not include the Excluded Property and the Excluded Liabilities.
2. Assumption of Obligations. Subject to the provisions of the Purchase Agreement,
effective as of the Closing, Assignee hereby assumes and agrees to perform and to be bound by
all of the terms, covenants, conditions and obligations imposed upon the lessor or landlord under
the Leases accruing on or after the Closing.
3. Governing Law; Jurisdiction and Venue. This Assignment shall be governed by
the laws of the State of Colorado. The proper venue for any claims, causes of action or other
proceedings concerning this Assignment shall be in the Bankruptcy Court.
4. Attorneys Fees. In the event of any legal action between Assignor and Assignee
arising out of or in connection with this Assignment, the prevailing party shall be entitled to
recover from the other party reasonable attorneys fees and costs of suit.
5. Binding Effect / No Third-Party Benefits. This Assignment and the terms and
provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns whenever the context so requires or permits. This Assignment
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is for the sole and exclusive benefit of the parties hereto and their respective successors and
permitted assigns, and no third party is intended to or shall have any rights hereunder.
6. Entire Agreement. This Assignment and the Purchase Agreement are the entire
agreement between the parties (and/or their respective affiliates) with respect to the Assumed
Leases hereby assigned, and incorporates all prior agreements and understandings of the parties
hereto.
7. Invalidity. If any part or provision of this Assignment is declared invalid by a
court of competent jurisdiction, this Assignment shall be construed as if such part or provision
did not exist, and the balance hereof shall be given full effect.
8. Counterparts. This Assignment may be executed in counterparts, each of which
agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Assignment as of the
date first above written.
ASSIGNOR:


By:

ASSIGNEE:

____________________________________, a
__________________________________

By:
Name:
Title:

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EXHIBIT A
TO ASSIGNMENT AND ASSUMPTION OF LEASES
ASSUMED LEASES
[See attached]

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EXHIBIT F

ASSIGNMENT OF TRADE NAMES AND TRADEMARKS
THIS ASSIGNMENT OF TRADE NAMES AND TRADEMARKS (this Assignment)
is made and entered into effective as of the ___ day of ___________, 2012, by and between
CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company (Assignor), and
__________________, a __________________ (Assignee).
RECITALS
and Escrow Instructions, dated ______________, 2012 (as amended and assigned, the Purchase
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignment. Subject to the provisions of the Purchase Agreement, effective as of
the Closing, Assignor hereby irrevocably assigns to Assignee, without representation or warranty
of any kind, all of Assignors right, title and interest in and to the Trade Names and Trademarks,
all as set forth on Exhibit A, attached hereto and incorporated herein by reference (collectively,
the Assigned Marks). Notwithstanding the foregoing, the term Assigned Marks shall not
include the Excluded Property or the Excluded Liabilities.
effective as of the Closing, Assignee hereby assumes and agrees to perform all of the obligations,
terms and covenants of Assignor with respect to the Assigned Marks, which obligations, terms
and covenants accrue on or after the Closing. Furthermore, Buyer hereby grants to Seller a
nonexclusive and royalty free six (6) month license to use the Assigned Marks in connection
with winding up the affairs of Seller and the Bankruptcy Case.
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agreement between the parties (and/or their respective affiliates) with respect to the Assigned
Marks hereby assigned, and incorporates all prior agreements and understandings of the parties
hereto.
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the
ASSIGNOR:


By:

ASSIGNEE:

____________________________________, a
__________________________________

By:
Name:
Title:

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EXHIBIT A TO
ASSIGNMENT OF TRADE NAMES AND TRADEMARKS
[See attached]

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EXHIBIT G

ASSIGNMENT AND ASSUMPTION OF CONTRACTS
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (Assignment) is made
and entered into effective as of the ___ day of ______________, 2012, by and between
CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company (Assignor) and
______________________, a _______________ (Assignee).
RECITALS
and Escrow Instructions, dated as of ______________, 2012 (as amended and assigned, the
Purchase Agreement). Capitalized terms used in this Assignment without definition shall have
the meaning ascribed to such terms in the Purchase Agreement.
1. Assignment of Contracts. Subject to the provisions of the Purchase Agreement,
effective as of the Closing, Assignor hereby assigns, transfers and sets over to Assignee, without
representation or warranty of any kind, all of Assignors right, title and interest, in, to and under
all of the Contracts, all as listed or described on the attached Exhibit A, attached hereto and
incorporated herein by reference (the Assumed Contracts). Notwithstanding the foregoing, the
term Assumed Contracts shall not include the Excluded Property or the Excluded Liabilities.
effective as of the Closing, Assignee hereby assumes and agrees to perform all of the obligations,
terms and covenants of Assignor under each of the Assumed Contracts, which obligations, terms
and covenants accrue on or after the Closing.
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agreement between the parties (and/or their respective affiliates) with respect to the Assumed
Contracts hereby assigned, and incorporates all prior agreements and understandings of the
parties hereto.
agreement.
ASSIGNOR:


By:

ASSIGNEE:

____________________________________, a
_____________________________

By:
Name:
Title:

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EXHIBIT A
TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS

ASSUMED CONTRACTS

[See attached]

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EXHIBIT H

ASSIGNMENT OF PERMITS, ENTITLEMENTS, INTANGIBLES AND IP
THIS ASSIGNMENT OF PERMITS, ENTITLEMENTS, INTANGIBLES AND IP
(Assignment) is made and entered into effective as of the ____ day of ___________, 2012, by
and between CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company
(Assignor), and _____________________, a _____________ (Assignee).
RECITALS
and Escrow Instructions, dated as of _____________, 2012 to time (as amended and assigned,
the Purchase Agreement). Unless otherwise expressly provided herein, capitalized terms used
in this Assignment shall have the meaning ascribed to such terms in the Purchase Agreement.
B. This Assignment is made pursuant to, as required by and subject to the terms and
1. Assignment of Permits, Entitlements, Intangibles and IP. Subject to the
provisions of the Purchase Agreement, effective as of the Closing, Assignor hereby assigns,
transfers, sets over and delivers to Assignee, without representation or warranty of any kind, all
of Assignors right, title and interest, if any, in and to all Permits, Entitlements, Intangibles and
IP (collectively, the Assigned Property). Notwithstanding the foregoing, the term Assigned
Property shall not include the Excluded Property or the Excluded Liabilities.
effective as of the Closing, Assignee hereby assumes and agrees to (i) perform all of the
obligations, terms and covenants of Assignor under and with respect to the Assigned Property,
which obligations, terms and covenants accrue on or after the Closing, and (ii) be responsible for,
and pay all costs related to, obtaining any required consent to the assignment and transfer of the
Assigned Property.
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agreement between the parties (and/or their respective affiliates) with respect to the Permits,
Intangibles and Entitlements hereby assigned, and incorporates all prior agreements and
understandings of the parties hereto.
agreement.
ASSIGNOR:


By:

ASSIGNEE:

____________________________________, a
__________________________________

By:
Name:
Title:

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EXHIBIT I

ASSIGNMENT AND ASSUMPTION OF WATER CONTRACTS
THIS ASSIGNMENT AND ASSUMPTION OF WATER CONTRACTS (this
Assignment) is made and entered in this _____ day of ___________, 2012, by and between
CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company (the Assignor), and
____________________________ (the Assignee).
RECITALS
and Escrow Instructions, dated ___________, 2012 (as amended and assigned, the Purchase
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignment. Subject to the provisions of the Purchase Agreement, effective as of
the Closing, Assignor hereby assigns, transfers and sets over to Assignee, without representation
or warranty of any kind, all of Assignors duties, obligations, liabilities, commitments, rights,
title, interest and benefit, if any, in, to and under all of the Water Contracts relating to the
Property, all as listed or described on Exhibit A, attached hereto and incorporated herein by
reference.
2. Governmental Restrictions. Nothing contained herein shall be deemed to
constitute an assignment or an attempt to assign any licenses, franchises, permits and other
governmental authorizations held by Assignor relating to the Water Contracts, which are
prohibited from being assigned by any federal, state or local governmental or quasi-
governmental authority.
3. Assumption of Obligations. Except as provided in Section 2 hereof, effective as
of the Closing, Assignee hereby assumes and agrees to perform all of the duties, liabilities,
obligations, terms and covenants of Assignor with respect to the Water Contracts or arising from
the assumption of the Water Contracts, which obligations, terms and covenants accrue on or after
the Closing.
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7. Entire Agreement. This Assignment, the Purchase Agreement and the other
Transaction Documents, to the extent applicable, are the entire agreement between the parties
(and/or their respective affiliates) with respect to the Water Contracts hereby assigned, and
incorporates all prior agreements and understandings of the parties hereto.
agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Assignment on the date
first written above.
ASSIGNOR:


By:

ASSIGNEE:

____________________________________, a
__________________________________

By:
Name:
Title:

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EXHIBIT A
TO ASSIGNMENT AND ASSUMPTION OF WATER CONTRACTS

WATER CONTRACTS

[See attached]

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EXHIBIT J

CERTIFICATE OF NON-FOREIGN STATUS
The undersigned, being duly sworn, hereby deposes, certifies and states on oath as
follows:
1. That the undersigned, DAN L. FITCHETT, JR., is duly authorized to execute this
Certificate of Non-Foreign Status in his representative capacity on behalf of CORDILLERA
GOLF CLUB, LLC, a Delaware limited liability company (Transferor);
2. That the principal place of business, principal office and chief executive office of
the Transferor is 97 Main Street, Suite E-202, Edwards, Colorado 81632.
3. That the Transferor is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate, as such terms are defined in the United States Internal Revenue Code
of 1986, as amended (the Code), and Regulations promulgated thereunder, and is not otherwise
a foreign person, as defined in Section 1445 of the Code;
4. That the Transferors United States taxpayer identification number (Employer
Identification Number) is: 27-0331317.
5. That the undersigned is making this Certificate of Non-Foreign Status pursuant to
the provisions of Section 1445 of the Code in connection with the sale of the real property
described on Exhibit A, attached hereto and incorporated herein by reference, by the
Transferor to ______________________________ (Transferee), which sale constitutes the
disposition by the Transferor of a United States real property interest, for the purpose of
establishing that the Transferee is not required to withhold tax pursuant to Section 1445 of the
Code in connection with such disposition; and
6. That the undersigned acknowledges that this Certificate of Non-Foreign Status
may be disclosed to the Internal Revenue Service and any other applicable governmental
authorities by the Transferee, that this Certificate of Non-Foreign Status is made under penalty of
perjury, and that any false statement made herein could be punished by fine, imprisonment, or
both.
Under penalty of perjury, I declare that I have examined the foregoing Certificate of Non-
Foreign Status and I hereby certify that it is true, correct and complete.

DAN L. FITCHETT, JR., CEO

121
Draft: 10/1924/12

J-2
4827-3608-7569.107569.12
STATE OF COLORADO

COUNTY OF EAGLE

, the of
, a , known to me

2012.




121
Draft: 10/1924/12

J-3
4827-3608-7569.107569.12
EXHIBIT A
TO CERTIFICATE OF NON-FOREIGN STATUS
[Legal Description of Real Property - See attached]

121
Draft: 10/1924/12

K-1
4827-3608-7569.107569.12
EXHIBIT K

Contract No. 3-07-50-W0903
ASSIGNMENT OF CONTRACT
FOR VALUE RECEIVED, CORDILLERA GOLF CLUB, LLC, a Delaware limited
liability company (Assignor), hereby assigns, transfers and sets over to
_________________________, a ______________________ (Assignee), without
representation or warranty of any kind or nature, all rights, title and interest held by the Assignor
in and to the following described contract:
All of the water, totaling 65 acre-feet (the Contracted Water), 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 (the Contract).
The Assignee hereby assumes and agrees to pay and perform all the remaining and
executory obligations of the Assignor under the Contract and to comply with all terms of the
Contract.
The Assignee is a _______________________________ that will serve the property
originally represented to the Bureau in Paragraph 6.a. of the Contract to be served with the
Contracted Water. The Assignee hereby agrees that the Contracted Water shall be used in
accordance with the terms of the Contract and the Operating Policy for Green Mountain
Reservoir, as it may change from time to time, and in accordance with applicable law and all
decrees related to the Contracted Water, including but not limited to any case that may be filed
by Assignee, or its assigns, in Water Division No. 5.
This Assignment is being made subject to the terms and conditions of that certain
Purchase and Sale Agreement and Escrow Instructions, dated as of ___________, 2012, by and
between Assignor and Assignee (as amended and assigned), and shall be binding upon and inure
to the benefit of the parties, their successors and assigns.
The new Contractors name, address, and telephone number for notices shall be:

Attn:
Telephone: (___) _______________
Facsimile: (___) ________________

121
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K-2
4827-3608-7569.107569.12
With copy to:

Attn:
Telephone: (___)________________
Facsimile: (___) _________________

This Assignment of Contract is executed by the parties as of the ____ day of
_______________, 2012.

ASSIGNOR:


By:

STATE OF COLORADO

COUNTY OF EAGLE

, the of
, a , known to me
2012.


121
Draft: 10/1924/12

K-3
4827-3608-7569.107569.12
ASSIGNEE:

____________________________________, a
__________________________________

By:
Name:
Title:

STATE OF COLORADO

COUNTY OF EAGLE

, the of
, a , known to me

2012.




121
Draft: 10/1924/12

L-1
4827-3608-7569.107569.12
EXHIBIT L

Contract No. 4-07-60-W1015

_________________________, a ______________________ (Assignee), without
representation or warranty of any kind or nature, all rights, title and interest held by the Assignor
in and to the following described contract:
235 acre-feet of the water under United States Department of the Interior Water
Service Contract No. 4-07-60-W1015, dated April 21, 1994 (the Contracted Water), for
the delivery of water from Green Mountain Reservoir, Colorado (the Contract).
Contract.
The Assignee is a ________________________ that will serve the property originally
represented to the Bureau in Paragraph 6.a. of the Contract to be served with the Contracted
Water. The Assignee hereby agrees that the Contracted Water shall be used in accordance with
the terms of the Contract and the Operating Policy for Green Mountain Reservoir, as it may
change from time to time, and in accordance with applicable law and all decrees related to the
Contracted Water, including but not limited to any case that may be filed by Assignee, or its
assigns, in Water Division No. 5.

Attn:
Telephone: (___) __________
Facsimile: (___) ___________

121
Draft: 10/1924/12

L-2
4827-3608-7569.107569.12
With a copy to:

Attn:
Telephone: (___) __________
Facsimile: (___) ___________

_______________, 2012.
ASSIGNOR:


By:

STATE OF COLORADO

COUNTY OF EAGLE

, the of
, a , known to me
2012.



121
Draft: 10/1924/12

L-3
4827-3608-7569.107569.12
ASSIGNEE:

____________________________________, a
__________________________________

By:
Name:
Title:

STATE OF COLORADO

COUNTY OF EAGLE

, the of
, a , known to me

2012.




121
Draft: 10/1924/12

M-1
4827-3608-7569.107569.12
EXHIBIT M

CRWCD No. 99-12

_______________________, a __________________ (Assignee), all rights, title and interest
held by the Assignor in and to the following described contract:
10 acre-feet (100%) of Eagle River Supply (Contracted Water) pursuant to Water
Supply Contract (Contract) with Colorado River Water Conservation District, acting by
and through its Colorado River Water Projects Enterprise ("River District") (CRWCD 99-
12), dated July 30, 1999.
Contract.
The Assignee is a ___________________________ that will serve the property originally
represented to the River District to be served with the Contracted Water. The Assignee hereby
agrees that the Contracted Water shall be used in accordance with the terms of the Contract, the
River District's Water Marketing Policy, as it may change from time to time, and in accordance
with applicable law and all decrees related to the Contracted Water, including but not limited to
any case that may be filed by Assignee, or its assigns, in Water Division No. 5.

Attn:
Telephone: (____) _________
Facsimile: (____) _________

121
Draft: 10/1924/12

M-2
4827-3608-7569.107569.12
With a copy to:

Attn:
Telephone: (____) _________
Facsimile: (____) _________

_______________, 2012.
ASSIGNOR:


By:

STATE OF COLORADO

COUNTY OF EAGLE

, the of
, a , known to me
2012.



121
Draft: 10/1924/12

M-3
4827-3608-7569.107569.12
ASSIGNEE:

____________________________________, a
__________________________________

By:
Name:
Title:

STATE OF COLORADO

COUNTY OF EAGLE

, the of
, a , known to me

2012.




121
Draft: 10/1924/12

Schedule 1.0-1
4827-3608-7569.107569.12
SCHEDULE 1.0

Excluded Property
1. Originals of Books and Records.
2. Tax Records.
3. Memberships.
4. Originals of Membership Documents.
5. Personal property located at the Club Facilities and owned by members of the Club.
6. Income tax attributes of Seller and its Affiliates.
7. Art work/sculptures owned by local galleries and/or artists (and not by Seller).
(Comprehensive list to be provided.)
8. The following equipment and supplies (Wind Down Equipment and Supplies)
(comprehensive list to be provided):
i Main server towers with related equipment such as UPS units, external drives,
routers and related equipment.
i Two (2) desktop computers, screens and related equipment.
i Two (2) laptop computers and related equipment.
i One (1) copier.
i One (1) facsimile machine.
i One (1) scanner.
i One (1) printer.
i One (1) paper shredder.
i Two (2) desks, chairs and related equipment.
i All software and operating systems.
i All email addresses and servers.
i Telephone equipment and telephone numbers.
i Miscellaneous office supplies.
The Wind Down Equipment and Supplies may be used by Seller for as long as
reasonably necessary to complete the wind down of Seller and the operations/business of Seller.
Thereafter, all of the Wind Down Equipment and Supplies (to the extent remaining and as then
121
Draft: 10/1924/12

Schedule 1.0-2
4827-3608-7569.107569.12
constituted), shall automatically be deemed part of the Personal Property pursuant to this
Agreement and shall be deemed transferred and conveyed by Seller to Buyer.
9. Other Contracts:
Party / Address
Date of
Agreement
Document
Estimated
Pre-Petition
Cure Amount*
ADP Total Source
10200 Sunset Drive
Miami, FL 33173
12/26/2011 PEO, payroll processing,
worker's compensation
provider, HR Administrator
(admin fee per payroll)
Employee Benefit Administrator
(monthly billing)

$0.00
ADP,lnc.
P.O. Box 842875
Boston, MA 02284-2875

Timekeeping software &
hardware Billed monthly for
active employees
$1,876.83
Agrandar Associates
4323 North 12th St. #103
Phoenix, AZ. 85014

401K Broker $0.00
Alpine Bank Merchant
12 Vail Rd. Suite 200
Vail, CO 81657

Services Credit card processing
fees
$0.00
Alpine Self Storage
800 Chambers Avenue
P.O. Box 1014
Eagle, CO 81631

7/17/2009 Rental Agreements (3)
Storage Units

- Month-to-Month
- Debtor historical records
800 Chambers Avenue
storage units M14, M20 and
M25
$610.00
AVG Software
2105 Northwest Blvd.
Newton, NC 28658
Antivirus software
- annual renewal expires on
2/21/2013

$0.00
BankServ
333 Bush St. 26
th
Floor
San Francisco, CA 94104

Member online payment
services
- Monthly billing
$0.00
BNA Software
3 Bethesda Metro Center
Bethesda, MD 20814

7/09/2012 Fixed Asset Software annual
renewal expires on 7/3/2012
$0.00
Club Systems Group
Box #3476
P.O. Box 8500
Philadelphia, PA 19178-3476

10/1/2012 Quarterly Maintenance Fee
- A/R and POS software
$0.00
Dell Sonic Wall Services
P.O. Box 49042
San Jose, CA 95161-9955

9/22/2012 Yearly sonic wall admin support
& spyware
- firewall
$0.00
Guardian Retirement Services
3900 Burgess Place - 3 South
Bethlehem, PA 18017

401k Administration $0.00
121
Draft: 10/1924/12

Schedule 1.0-3
4827-3608-7569.107569.12
Party / Address
Date of
Agreement
Document
Estimated
Pre-Petition
Cure Amount*
Intermedia
815 E. Middlefield Road
Mountain View, CA 94043
Email exchange server

$0.00
Piracle, Inc.
556 Confluence Ave
Murray, UT 84123
11/3/2011 Create A Check Yearly
Maintenance Fee
- check writing
$0.00
Professional Benefit Services
1193 Royvonne Ave. S.E. #22
Salem, OR 97302

3rd Party Administrator 401k
plan
$0.00
Sage Software, Inc.
P.O. Box 230578
Portland, OR 97281

3/3/2012 Yearly Maintenance Agreement
- Timberline Accounting
Software
$0.00

121
Draft: 10/1924/12

Schedule 2.1(b)
4827-3608-7569.107569.12
SCHEDULE 2.1(b)
Personal Property

All fixtures, trade fixtures, vehicles, machinery, appliances, tools, signs, equipment,
systems, telephone equipment and systems, computer equipment and systems, satellite dishes
and related equipment and systems, security equipment and systems, inventories, supplies and all
other items of tangible and intangible personal property located on or used in connection with the
ownership, management and/or operating of the Real Property, including, without limitation, the
items listed on this Schedule 2.1(b) hereof, if any, but specifically excluding any Excluded
Property and Excluded Liabilities. (Comprehensive list to be provided.)

121
Draft: 10/1924/12

Schedule 2.1(c)-1
4827-3608-7569.107569.12
SCHEDULE 2.1(c)

Leases

Party / Address Date of Agreement
Document Property
Estimate
d Pre-
Petition
Cure
Amount*
Airgas Intermountain
4810 Vasquez Blvd.
Denver, CO 80216-3008

Various Annual Welding gas cylinder
leases
Welding Gas
Cylinder
$659.41
12/18/2003

Lease between Galena
Partners (Tenant) and
Cordillera Lodge & Spa LLC
(Landlord)
Behringer Harvard
Cordillera, LLC
c/o Corporation Service
Company
2711 Centerville Road,
Suite 400 Wilmington, DE
19808

Cordillera Lodge & Spa,
LLC
2041 Sidewinder Drive,
Suite 4
Salt Lake City, UT 84060

5/27/2009 Assignment and Assumption of
Lease (Grouse On the Green
Pro Shop) between Galena
Partners Cordillera, LLC
(Assignor) and Cordillera Golf
Club, LLC (Assignee)

Pro-Shop Lease /
Grouse on the
Green Lease
A portion of the
building for the
pro-shop on the
Short Course
located at:
100 Kensington
Drive, Eagle
County, Colorado
$0.00
10/1/2003

Lodge Access and Use
Easement and Agreement
between Stag Gulch Partners,
Cordillera Valley Club Investors
Limited Partnership, Galena
Partners, Squaw Creek Realty
Corp., Eagle Golf LLC, Valley
Golf LLC, Cordillera Summit
Golf, Inc. (Club Owners),
Cordillera Club Properties, LLC
(Club Operator), Galena
Partners, and Kensington
Partners (Lodge Owner)
Behringer Harvard
Cordillera, LLC
Company
19808

LLC
Suite 4
12/18/2003 Assignment and Assumption of
Easement and Agreement and
Club Access Agreement
between Kensington Partners
(Assignor) and Cordillera Lodge
& Spa, LLC (Assignee)
Access Agreement
for Club Facilities
$0.00
Behringer Harvard
Cordillera, LLC
Company
19808

LLC
12/18/2003

Club Access and Use
Agreement between Stag Gulch
Partners, Cordillera Valley Club
Investors Limited Partnership,
Galena Partners, Squaw Creek
Realty Corp., Eagle Golf LLC,
Valley Golf LLC, Cordillera
Summit Golf, Inc. (Club
Owners), Cordillera Club
Properties, LLC (Club
Operator), Galena Partners and
Access to Lodge
Facilities
$0.00
121
Draft: 10/1924/12

Schedule 2.1(c)-2
4827-3608-7569.107569.12
Document Property
Estimate
d Pre-
Petition
Cure
Amount*
Kensington Partners (Lodge
Owner)
12/18/2003

Assignment and Assumption of
Easement and Agreement and
Club Access Agreement
between Kensington Partners
(Assignor) and Cordillera Lodge
& Spa, LLC (Assignee)
12/2003

Amended and Restated Club
Access and Use Agreement
Cordillera Valley Club Investors
Limited Partnership, Galena
Partners, Squaw Creek Realty
Corp., Eagle Golf LLC, Valley
Golf LLC, Cordillera Summit
Golf, Inc. (Club Owners),
Cordillera Club Properties, LLC
(Club Operator), Cordillera
Lodge and Spa LLC (Lodge
Owner)
12/31/2006

First Amendment to Amended
and Restated Club Access and
Use Agreement between Stag
Gulch Partners, Cordillera
Valley Club Investors Limited
Partnership, Galena Partners,
Squaw Creek Realty Corp.,
Eagle Golf LLC, Valley Golf
LLC, Cordillera Summit Golf,
Inc. (Club Owners), Cordillera
Club Properties, LLC (Club
Operator), Cordillera Lodge and
Spa LLC (Lodge Owner)
Suite 4
12/30/2007 Second Amendment to
Amended and Restated Club
Access and Use Agreement
Eagle Golf LLC, Valley Golf
LLC, Cordillera Summit Golf,
Inc. (Club Owners), Cordillera
Club Properties, LLC (Club
Operator), Cordillera Behringer
Harvard Cordillera, LLC (Lodge
Owner)
Colorado Golf & Turf Inc.
Janet Bergo - Accounting
11757 S. Wadsworth Blvd
Littleton, CO 80125
2/13/2012

Golf Course Maintenance
Equipment Lease Agreement -
Lease No. 2012-02
- Expires 10/31/2012
- New agreement needed or
equipment returned
Various Golf
Course Equipment
$28,174.
00
121
Draft: 10/1924/12

Schedule 2.1(c)-3
4827-3608-7569.107569.12
Document Property
Estimate
d Pre-
Petition
Cure
Amount*
Ford Motor Credit
P.O. Box 790093
St. Louis, MO 63179-0093
11/30/2009

Colorado Simple Interest
Vehicle Retail Installment
Contract

2010 Ford
Expedition - VIN
No.
1FMJK2A55AEA5
3944
$870.50
Plus
$50.00
late
charge
Grand Junction Pipe &
Supply
556 Struthers Avenue
Grand Junction, CO
81501

11/1/2011

Equipment Lease Contract
- Irrigation equipment and
service contract
Irrigation
Equipment
$650.00
Heartland Business Credit
Corp.
Skip Wehner Numerica
Capital
Leasing Services
Department #202
Denver, CO 80291-0202

3/10/2011 Lease Agreement --
#23666.001
MT7X3 Matrix Treadmills

2 - MT7X3 Matrix
Treadmills

$692.08
5/31/2003

Master Lease Agreement -
Agreement No. 0053162 -
5/31/03

7/1/2007

Lease Schedule No. 020-
0053162-023 - 7/1/2007 -
Speed Roller, Reels
- term ended 7/1/2012;
equipment to be returned
Speed Roller,
Reels

$373.30
7/1/2007

0053162-027 - 7/1/2007 -
Classen Aerator
Classen Aerator

$61.72
5/1/2008

0053162-029 - 5/1/2008 - Nolte
San Cleaner and Boss Snow
Plow
- term ends 5/1/2013
Nolte San Cleaner
Boss Snow Plow
$880.56
7/1/2008

0053162-034 - 7/1/2008 -
Redexim Verti-Seeder
- term ends 7/1/2013
Redexim Verti-
Seeder

$524.44
8/1/2008

0053162-035 - 8/1/2008 - Toro
Sidewinder
Toro Sidewinder $1,588.6
6
John Deere Credit, Inc.
Heath Miller
P.O. Box 650215
Dallas, TX 75265-0215
8/1/2008 Lease Schedule No. 020-
0053162-036 - 8/1/2008 - 2
Toro Groundmasters
2 Toro
Groundmasters
$2,936.8
2
121
Draft: 10/1924/12

Schedule 2.1(c)-4
4827-3608-7569.107569.12
Document Property
Estimate
d Pre-
Petition
Cure
Amount*
Mountain Draft
72 Vail Circle
Dillon, CO 80435
5/1/2012 Quarterly carbon dioxide
cylinder rental
Carbon Dioxide
Cylinder
$64.02
Pitney Bowes Global
Financial
P.O. Box 371887
Pittsburgh, PA 15250-
7887
4/10/2010

Lease Agreement Postage Machine
Lease
$0.00
River Centre Development
LLC
27 Main Street
Edwards, CO 81632
3/1/2010 Lease Agreement Office space
located at:
97 Main Street
E202
Edwards, Co
81632
$11,098.
45
12/18/2003 Property Use Agreement
between Eagle Golf LLC,
Galena Partners and
Kensington Partners (Owner)
and Colorado Hotel Operator,
Inc. ("Operator") and Fandango
Cordillera ("Manager")
5/1/2005

First Amendment to Property
Use Agreement between Eagle
Golf LLC, Galena Partners and
Cordillera ("Manager")
9/19/2005

Side Letter between
RockResorts International, LLC
(Manager) and Colorado Hotel
Operator, Inc. (Operator)
5/26/2006

Termination of Property Use
Agreement as to Tennis Courts
Area and Amendment to
Property Use Agreement
between Eagle Golf LLC,
Galena Partners and
Cordillera ("Manager") and
Cordillera Land, LLC
RockResorts International,
LLC
2401 East Second
Avenue, Suite 600
Denver, CO 80206

Fandango Cordillera,
L.L.C.
c/o Pharos Group, LLC
P.O. Box 680127
Park City, UT 84068-
0127

Colorado Hotel Operator,
Inc.
c/o Pharos Group, LLC
P.O. Box 680127
Park City, UT 84068-
0127

5/27/2009

Assignment and Assumption of
Property Use Agreement (Short
Course) between Eagle Golf,
LLC and Galena Partners
Cordillera LLC (Assignor) and
Cordillera Golf Club, LLC
Food and
Beverage Services
and Use
Agreement
(Short Course and
Tennis Courts
Area)
$0.00
121
Draft: 10/1924/12

Schedule 2.1(c)-5
4827-3608-7569.107569.12
Document Property
Estimate
d Pre-
Petition
Cure
Amount*
(Assignee)
3/24/2008

Commercial Retail Installment
Contract Master Agreement
Toyota Financial Services
P.O. Box 5855
Carol Stream, IL 60197-
5855
12/15/2009 Assignment and Assumption
Agreement between
Kensington Partners, Stag
Gulch Partners, LLC (Assignor)
and Cordillera Golf Club, LLC
(Assignee)
2008 Toyota
Tundra - VIN No.
5TFBV54118X060
155
$504.87
4/26/2010 Equipment Lease Agreement
No. 001-0084750-001 -
4/26/2010 - Ricoh MPC 2050;
Internal Stapler Finisher
Ricoh MPC 2050
Internal Stapler
Finisher
$391.06
6/4/2010

Master Lease Agreement No.
019-0001374 - 6/4/2010

6/4/2010

Master Lease Schedule No.
019-0001374-01 - 6/4/2010 -
John Deere Bunker & Field
Rake John Deere ProGator
Diesel
John Deere
Bunker & Field
Rake
John Deere
ProGator Diesel
$754.06
6/4/2010

Master Lease Schedule No.
019-0001374-02 - 6/4/2010 -
Barnhart Angelmaster Bedknife
Briner John Deere 4520 Tractor
Barnhart
Angelmaster
Bedknife Briner
John Deere 4520
Tractor
$892.53
5/22/2012

Master Lease Agreement No.
019-0000224 - 5/22/2012

Wells Fargo Financial
Leasing
P.O. Box 6434
Carol Stream, IL 60197-
6434
5/22/2012 Master Lease Schedule No.
019-0000224 - 5/22/2012 - 65
2008 EZGO RXV Electric Golf
Cars
- 6 month lease
- expires 11/22/2012
- carts to be returned
65 2008 EZGO
RXV Electric Golf
Cars
$9,100.0
0
4/25/2003 Master Lease Agreement -
1024893
TCF Equipment Finance,
Inc.
P.O. Box 77077
Minneapolis, MN 55480-
7777

3/25/2008 Schedule No. 1024893 to the
Master Equipment Lease
Agreement - 4015070-103
1 E-Z-GO ST 480
Golf Cart
2 E-Z-GO MPT
Golf Carts
$973.92
1024898
Inc.
P.O. Box 77077
7777

Master Equipment Lease -
4015070-105
1 E-Z GO ST 480
Golf Cart
2 E-Z GO MPT
1200 Golf Cart
$973.92
121
Draft: 10/1924/12

Schedule 2.1(c)-6
4827-3608-7569.107569.12
Document Property
Estimate
d Pre-
Petition
Cure
Amount*
1024881
Inc.
P.O. Box 77077
7777

Master Equipment Lease -
4015070-100
3 - 2008 E-Z GO
MFT Golf Carts
$858.19
4/10/2009 VGM Financial Services
Agreement - 4015070-007
4 - 2009 EZ-GO
RXV Electric Golf
Carts
$1,934.5
2
Agreement - 4015070-008
1 - 2009 EZ-GO
RXV Electric Golf
Cart
$483.64
Agreement - 4015070-009
1 - 2009 EZ-GO
RXV Electric Golf
Cart
$483.64
VGM Financial Services
1111 West San Marnan
Dr.
Waterloo, Iowa 50701

Inc.
P.O. Box 77077
7777

Agreement - 4015070-001
1 - 2010 EZ-GO
RXV F Golf Cart
$483.64
Barnett, Bart
P.O. Box 2534
Edwards, CO 81632

Oral Agreement for private golf
cart use
- Cart is under VGM Financial
Services Agreement 4015070-
007
Golf Cart $0.00
Carey, Wally
P.O. Box 1201
Edwards, CO 81632
cart use
007
Golf Cart $0.00
Clay, John
2617 Mockingbird Court
Fort Worth, TX 76109
cart use
007
Golf Cart $0.00
Engleby, Bob
P.O. Box 4730
Edwards, CO 81632
cart use
007
Golf Cart $0.00
Hulsizer, Matthew
1077 Sheridan Road
Winnetka, IL 60093
cart use
009
Golf Cart $0.00
Kessenich, Paul
100 Legacy Trail
P.O. Box 1535
Edwards, CO 81632
cart use
001
Golf Cart $0.00
121
Draft: 10/1924/12

Schedule 2.1(c)-7
4827-3608-7569.107569.12
Document Property
Estimate
d Pre-
Petition
Cure
Amount*
McKeever, Steve
P.O. Box 2386
Edwards, CO 81632
cart use
008
Golf Cart $0.00

* Estimates only. Amounts subject to Court determination.

[SUBJECT TO UPDATE]
121
Draft: 10/1924/12

Schedule 2.1(d)-1
4827-3608-7569.107569.12
SCHEDULE 2.1(d)

Assumed Contracts

Party / Address
Date of
Agreement
Document
Estimated
Pre-Petition
Cure Amount*

American Dry Goods
Paramount Apparel Int., Inc.
P.O. Box 790051
St. Louis, MO 63179-0051

Uniform Supply Services $0.00
American Linen
A Division of Alseo Corp.
P.O. Box 370
Grand Junction, CO 81502

Uniform Supply Service $1,258.32
Bottling Group LLC
dba Pepsi Bottling Group
P.O. Box 75948
Chicago, IL 60675-5948

7/20/2007 Fountain and Bottle and Can Sales
Agreement

- Expired 6/30/2012
- Equipment on site may need to be
returned or new agreement entered
into with vendor

$1905.27
Ceres Design & Arborscape LLC
dba Land Designs By Ellison
P.O. Box 2134
Eagle, CO 81631-2134

Maintenance Agreement for
Landscape Services

- No current written contract - time
and material basis
$41,454.50
Club Essential
455 Delta Ave. 3rd Floor
Cincinnati, OH 45226

10/1/2012 Quarterly Website Fee $0.00
Colorado Golf Association
5990 Greenwood Plaza Blvd. Ste. 130
Greenwood Village, CO 80111-4749

Annual handicap tracking $1,566.88
Colorado Women's Golf Association
5990 Greenwood Plaza Blvd.
Greenwood Village, CO 80111-4749

Annual handicap tracking $710.90
Consolidated Management Services
P.O. Box 4780
Eagle, CO 81631

4/19/2010 Office Cleaning Services
- corporate offices
$1,820.00
Ecolab Pest Elimination
P.O. Box 6007
Grand Forks, ND 58206-6007
Pest Elimination Services Agreement $467.50
Ecolab, Inc.
370 Wabasha St N
P.O. Box 100512
Pasadena, CA 91189

Dish Machine rental and service
agreement
$310.05
Foretees, LLC
5581 St. Albans Circle
St Paul, MN 55126

2/10/2005 License and Service Agreement $0.00
121
Draft: 10/1924/12

Schedule 2.1(d)-2
4827-3608-7569.107569.12
Party / Address
Date of
Agreement
Document
Estimated
Pre-Petition
Cure Amount*

Foretees, LLC
550 Village Center Drive
Suite 400
St Paul, MN 55127

GoDaddy.com
14455 N. Hayden Rd., Ste. 226
Scottsdale, AZ 85260
Cordillera Website hosting
- yearly renewal

$0.00
Integrated Technology &
Consulting, Inc.
P.O. Box 2147
Edwards, CO 81632

1/1/2008 Services Agreement $4,875.00
Kensington Partners, LLC
P.O. Box 988
Edwards, Colorado 81632

6/26/09 License Agreement
- to use "Cordillera" name in limited
context
$0.00
Northwest Colorado Council of
Governments
P.O. Box 2308
Silverthorne, CO 80498
6/7/2012
(inspection
date)
Annual elevator inspection and
certification
$225.00
Otis Elevator
One Farm Springs
Farmington, CT 06032

10/1/2012 Quarterly Elevator Service Agreement
for the Chaparral and Summit Athletic
Club
$1,072.00
STI Services, Inc.
P.O. Box 94
Edwards, CO 81632

Monthly Landscaping Services
Agreement for the Summit Athletic
Club, Trailhead and General Store
$1,900.00
Telcom Towers LLC
dba American Towers Inc.
Lockbox 7501
P.O. Box 7247
Philadelphia, PA 19170-7501

10/1/2000 License Agreement
ATC Site Name and Number
Bellyache Ridge
#090367
$855.16
3/26/2010

Optimum Renewal Service Agreement
and Extended Warranty (Cordillera
Valley Golf Club)
$496.00 Toro NSN, Inc.
Debbie Clifton
39398 Treasury Center
Chicago, IL 60694-9300
4/8/2011 Optimum Renewal Service Agreement
and Extended Warranty (Cordillera
Golf Course - Short Course)

$496.00
Unilink Automated Office Systems
P.O. Box 1150
Post Falls, ID 83877-1150

8/15/2012 Quarterly Maintenance, Support and
Supplies for Ricoh Copiers.

- Expires 11/15/12
$1,215.00
Vail Honeywagon Ltd, Inc.
Matt Donovan
P.O. Box 4330
Edwards, CO 81632

Preventive Maintenance Agreement

$243.86

* Estimates only. Amounts subject to Court determination.
[SUBJECT TO UPDATE]
121
Draft: 10/1924/12

Schedule 2.1(e)-1
4827-3608-7569.107569.12
SCHEDULE 2.1(e)

Permits

1. Building Permits see attached spreadsheet
2. Forest Service Permits: Graham Ditch
3. Wetlands Permits
(a) Wetland Permit #1999-75449 (Summit Course)
(b) Wetland Permit #2001-5187 (Valley Course)
(c) Red Canyon Mitigation Timber Springs Project 2003 Growing Season Wetland
Permit No. 2001-75187
4. Special Use Permits:
(a) Graham Ditch (expires 1231/2033; Authorization ID EAG74; Contact ID
STAG_GULCH)

[SUBJECT TO UPDATE]

121
Draft: 10/1924/12

Schedule 2.1(f)-1
4827-3608-7569.107569.12
SCHEDULE 2.1(f)

Intangibles

All of Sellers right, title and interest in the intangible personal property relating to the
Property or the business of owning, operating, maintaining or managing the Property, including,
without limitation, goodwill and Claims as authorized by the Bankruptcy Court pursuant to the
Sale Order including, without limitation the items listed on this Schedule 2.1(f), if any, but
specifically excluding the Excluded Property and the Excluded Liabilities.

[See attached]SUBJECT TO UPDATE]

121
Draft: 10/1924/12

Schedule 2.1(g)-1
4827-3608-7569.107569.12
SCHEDULE 2.1(g)

Entitlements

All of Sellers right, title and interest in and to all land use entitlements, development
rights, sewer capacity, density allocations and other rights or approvals relating to or authorizing
the ownership, development and/or operation of the Real Property; all plans and specifications,
all contract rights (including, without limitation, any and all guarantees and warranties relating to
the construction of any Improvements); all development and land use rights, applications,
architectural and engineering plans and reports, specifications and drawings, as-built drawings,
maps; and any documents of the same or similar nature pertaining to the Real Property, all as set
forth on this Schedule 2.1(g), but specifically excluding the Excluded Property and the Excluded
Liabilities.
[See attached]SUBJECT TO UPDATE]

121
Draft: 10/1924/12

Schedule 2.1(h)-1
4827-3608-7569.107569.12
SCHEDULE 2.1(h)

Trade Names and Trademarks

TRADE NAMES

Country/State

Trade Name Document No. Filing Date Owner of Tradename
Colorado Trade name:
9 IRON GRILL

Document No.
20101261834

Document No.
20101261834
Originally
filed with
Colorado
Secretary of
State on
5/6/2010

Statement of
Correction
filed on
5/7/2010

Cordillera Golf Club, LLC

TRADE MARKS

Docket No. State/Country Owner Name Mark App. No
& Date
Reg. No &
Date
Status
1.
096182-
0104
Colorado

Cordillera Golf Club,
LLC
AMERICA'S PREMIER
MOUNTAIN COMMUNITY
19971152914

19971152914

9/24/1997

Renewal Due

9/24/2017
2.
096182-
0105
Colorado

LLC

AMERICA'S PREMIER
MOUNTAIN COMMUNITY
19971152915
19971152915

9/24/1997
Renewal Due

9/24/2017
3.
096182-
0106
Colorado

LLC

AMERICA'S PREMIER
MOUNTAIN COMMUNITY
19971152916
19971152916

9/24/1997
Renewal Due

9/24/2017
4.
096182-
0107
Colorado

LLC

AMERICA'S PREMIER
MOUNTAIN COMMUNITY
19971152917
19971152917

9/24/1997
Renewal Due

9/24/2017
5. n/a Colorado

LLC

GOLF TO THE POWER OF
THREE
19971152910
19971152910

9/24/1997
Renewal Due

9/24/2017
6. n/a Colorado

LLC

THREE
19971152911
19971152911

9/24/1997
Renewal Due

9/24/2017
7. n/a Colorado

LLC

THREE
1997115912
1997115912

9/24/1997
Renewal Due

9/24/2017
8. n/a Colorado

LLC
THREE
1997115913
1997115913

9/24/1997
Renewal Due

9/24/2017
121
Draft: 10/1924/12

Schedule 2.1(h)-2
4827-3608-7569.107569.12

Docket No. State/Country Owner Name Mark App. No
& Date
Reg. No &
Date
Status

9.
096182-
0108
USA

LLC

CORDILLERA
75/404197

12/11/1997
2315344

2/8/2000
Renewal Due

2/8/2020
10.
096182-
0109
USA

LLC

THE CLUB AT CORDILLERA
75/608727

12/8/1998
2432716

3/6/2001
Renewal Due

3/6/2021
11.
096182-
0113
USA

LLC

TIMBER HEARTH GRILLE
75/521657

7/20/1998
2253785

6/15/1999
Renewal Due

6/15/2019

[SUBJECT TO UPDATE]

121
Draft: 10/1924/12

Schedule 2.1(i)-1
4827-3608-7569.107569.12
SCHEDULE 2.1(i)

Water Contracts

[See attached]

121
Draft: 10/1924/12

Schedule 4.0-1
4827-3608-7569.107569.12
SCHEDULE 4.0

Permitted Title Exceptions

[See attached]

121
Draft: 10/24/12

Schedule 4.0-1
4827-3608-7569.12
SCHEDULE 4.0

Permitted Title Exceptions

[See attached]

121
121
COMMITMENT FOR. TITLE INSURANCE
SCHEDULE B- Section 2
EXCEPTIONS
Order Number: 958951
The policy or policies to be issued will contain exceptions to the following unless the same are
disposed of to the satisfaction of the Company:
1. Rights or claims of parties in possession, not shown by the public records.
2. Easements, or claims of easements, not shown by the public records.
3. Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the
title that would be disclosed by an accurate and complete land survey of the Land and not
shown by the pubUe records.
4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished,
imposed by law and not shown. by the public records.
5. Defects, liens, encumbrances, adverse claims or other matters, if any, created, first appearing
in the pubUc records or attaching subsequent to the etTective date hereof, but prior to the
date the proposed insured acciuires of record for value the estate or interest or mortgage
thereon covered by this commitment.
6. Unpatented miBing claims, reserVations or exceptions in patents, or in acts authorizing the
issuance thereof.
7. Water rights, claims or title to water.
8. Any and all unpaid taxes and assessments ~ d unredeemed tax sales.
9. The effect of inclusions in any general or specific water conservancy, fire protection, soU
conservation or other district or homeowners association or inclusion in any water service or street
improvement area.
NOTE: THE ABOVE EXCEPTIONS APPLY TO ALL PARCELS. THE FOLLOWING
EXCEPTIONS APPLY TO PARCEL 1 UNTIL OTHERWISE NOTED:
10. Reservations and exceptions m Patents, or Acts authorizing the issuance thereof, including the
reservation of the right of proprietor of a vein or lode to extract and remove his ore therefrom
should the same be found to penetrate or intersect the premises as reserved in United States Patent
recorded August 4, 1910 in Book 48 as Page 553 and in United States Patent recorded January 9.
1990 in Book 520 at Page 821.
Order Number: 9!18951 .
ALTA CommitmCIII (6/17106)-Scbedulo B 2
Page 1 of20
Schedule 4.0-2
121
11. Reservations or exceptions in Patents, or in Acts authorizing the issuance thereof, including the
reservation of a right of way for ditches or canals constructed by the authority of the States,
as reserved in United States Patent recorded August 4, 1910 in Book 48 at Page 553 and in United
States Patent recorded September 15, 1918 in Book 93 at Page 19 and in United States Patent
recorded September 15, 1918 in Book 93 at Page 20 and in United States Patent recorded January
9, 1990 in Book 520 at Pages 820 and 822.
12. Underground Right-of Way :aa&ement a granted t9 Holy Cross Electric Association, Inc. recorded
November 1992 in Book 593 at Page 559 as Reception No. 489655.
13. All matters as shoWn on the Plat of Cordillera Sub4ivision Filing No. 5 recorded May 12, 1992 in
Book 579 at Page 845 as Reception No. 475955.
14. All matters as shown on the Plat of Cordillera Subdivision Filing No.6 recorded November 3,
1992 in Book 593 at Page 159 as Reception No. 489255.
15. County of Eagle Resolution, Approving an Amendment to the Cordillera Planned Unit
Development recorded October 24, 2003 as Reception No. 854897.
16. All matters as shown on the Plat of Cordillera Subdivision Filing No. 7 recorded April 27, 1993 in
17. All matters as shown on the Plat of Cordillera Filing No. 14 recorded October 18, 1994 in Book
652 at Page 841 as Reception No. 548878.
18. Easement Agreement recorded Apri128, 1994 in Book 638 at Page 879 as Reception No. 534930.
19. Underground Right-of-Way Easement to Holy Cross Electric Assoclation, Inc. recorded
September 12, 1995 in Book 675 at Page 791 as Reception No. 571805.
20. Agreement between Stag Gulch Partners and Holy Cross Electric Association recorded December
1, 1995 in Book 682 at Page 373 as Reception No. 578380.
21. Underground Right-of-Way easement recorde4 August 16, 1996 in Book 703 at Page 185 as
Reception No. 599171.
22. Trench, Conduit and Vault Agreement recorded September 4, 1996 in Book 704 at Page 411 as
23. Memorandum of Easement recorded December 18, 2003 as Reception No. 862395.
24. Any rights, easements, interest or claims which may eXist by reason of or reflected by the
following facts shown on the Map of Cordillera Subdivision, Ranch Golf Course & The Trailhead,
dated April2, 2007 by Johnson, Kunkel & Associates, Inc.:
Encroachment of building, walkway and golf cart path onto utility easement
ALTA C01111Ditmcnt(6117106)- Schedule B 2
Page2of20
Schedule 4.0-3
stewart
guaranty company
121
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCEL 2 UNTIL OTHERWISE
NOTED:
25. Reservations and exceptions in Patents, or Acts authorizing the issuance thereof, including the
. should the same be found to penetrate or intersect the premises as reserved in United States Patent
recorded August 4, 1910 in Book 48 at Page 553.
26. Reservations or exceptions in Patents, or in Acts the issuance thereof, including the
reservation of a right of way for ditches or canals constructed by the authority of the United States,
as reserved in United States Paten,ts recorded: Aprill5, 1920 in B,ook 93 at Page 309; September
5, 1918 in Book 93 at Page 20; November 14, 1910 in Book 48 at Page 553; May 19, 1926 in
Book 93 at Page 144; September 15, 1918 in Book 93 at Page 19; January 9, 1990 in Book 520 at
Pages 820, 821 and 822 as Reception Nos. 416989, 416990 and 416991, respectively.
27. Right of Way Deed granted to D. C. Thomas, recorded September 28, 1937 in Book 116 at Page
481 as Reception No. 61660.
28. Right of Way Easement granted to Eagle Telecommunications IncJColorado, recorded July 8,
1985 in Book 419 at Page 325 as Reception no. 315595.
29. Agreement between Rocky Mountain Gas Company, Inc., and Eagle Telecommunications
Inc./Colorado, recorded July 10, 1985 in Book 419 at Page 589 as Reception No. 315859.
30. Agreement between Rocky Mountain Gas Company, Inc., and Eagle Telecommunications
Inc./Colorado, recorded July 10, 1985 in Book 419 at Page 643 as Reception No. 315913.
31. Utility Easements as set forth in Section 11 of the Exchange Agreement and Easement Agreement
recorded August 9, 1990 in Book 535 at Page 541 as Reception No. 431695.
32. Order of Inclusion regardiiig the Upper Eagle Valley Consolidated Sanitation District, recorded
June 29, 1992 in Book 583 at Page 536 a.S Reception No. 479642.
33. Amendment to Easement Agreement between Stag Gulch Partners and Nancy Petty and Wendell
M. Petty, recorded November 10, 1992 in Book 594 at Page 44 as Reception No. 490139.
34. Trench, Conduit and Vault Agreement between Stag Gulch Partnership, a Colorado General
Partnership, and Holy Cross Electric Association, Inc., recorded November 25, 1992 in Book 595
at Page 381 as Reception No. 491475.
35. All matters shown on the Plat ofCoi'dillera Subdivision Filing No.5, recorded May 12, 1992 in
Book 579 at Page 845 as Reception No. 475955 and on the Plat of Cordillera Subdivision Filing
No. 8, recorded June 24, 1993 in Book 612 at Page 300 as Reception No. 508384.
Order Number. 958951
ALTA Conimitment (6/17/06)- Sehcdulc B 2
PaaeJ of20
Schedule 4.0-4
stewart
guaranty company
121
36. Order and Decree Creating District regarding Cordillera Metropolitan District, recorded November
37. Order of Inclusion of Lands regarding the Western Eagle County Metropolitan Recreation District,
recorded December 28, 1992 in Book 597 at Page 595 as Reception No. 493687, and Amended
Order for Inclusion of Lands regarding the Western Eagle County Metropolitan Recreation
District, recorded January 3, 1994 in Book 629 at Page 173 as Reception No. 525233.
38. All matters shown on the Final Plat Saddleback Ridge Cordillera Subdivision No. 12,
recorded March 29, 1994 in Book 636 at Page 121 as Reception No. 532174.
39. Easement Agreement recorded Apri128, 1994 in Book 638 at Page 879 as Reception No. 534930.
40. All matters shown on the Correction Plat of Bearcat at the Ranch at Cordillera, formerly known as
Saddleback Ridge Cordillera Subdivision, Filing No. 12, recorded August 30, 1994 in Book 648 at
Page 856 as Reception No. 544897.
41. Trench, Conduit and Vault Agreement recorded January 30, 1996 in Book 687 at Page 11 as
42. Holy Cross Electric Association, Inc. Underground Right of Way Easement recorded January 30,
NOTE: THE FOLLOWING EXCEPI'IONS APPLY TO PARCEL 3 UNTIL OTHERWISE
NOTED:
45. Reservations and exceptions in Patents, or Acts authorizing the issuance thereof, including the.
should the same be to penetrate or intersect the premises as reserved in United States Patent
recorded August 4, 1910 in Book 48 at Page 553, and in the United States Patent recorded January
9, 1990 in Book 520 at Page 821.
as reserved in United States Patents recorded: Book 93 at Page 20 and in Book 93 at Page 19, and
in United States Patent recorded January 9, 1990 in Book 520 at Page 820 and 822.
4 7. All matters shown on the plat of Cordillera Subdivision, Filing No. 7, recorded April 27, 1993 in
Book 607 at Page 438 as Reception No. 503520, and the plat of Cordillera Filing No. 28 recorded
June 9, 1997 in Book 728 at Page 915 as Reception No. 624877.
Otdct Number. 958951
ALTA Commitment (6117/06)- Schcdulo B 2
Pagc4of20
Schedule 4.0-5
stewart
. guaranty company
121
48. Easement granted to Squaw Creek Metropolitan District, as contained in the instrument recorded
April26, 1995 in Book 666 at Page 46 as Reception No. '562069.
49. Easement Agreement recorded April 28, 1994 in Book 638 at Page 879 as Reception No. 534930.
50. Underground right of way easement granted to Holy Cross Electric Association, Inc. recorded
February 10, 1995 in Book 661 at Page 244 as Reception No. 557272.
51. Trench, Conduit and Vault Agreement With Holy Cross Electric Association recorded February 10,
52. Underground Right of Way Easement recorded September 5, 1997 in Book 736 at Page 237 as
53. Resolution No. 97-77 June 23, 1997 in Book 730 at P.age 199.
54. Trench Conduit and Vault Agreement recorded September 5, 1997 in Book 736 at Page 238 as
5.5. Underground Right of Way Easement recorded February 6, 1996 in Book 687 at Page 451 as
Reception 583453.
56. Easement Deed recorded November 10, 1994 in Book 654 at Page 784 as Reception No. 550819.
59. Any rights, easements, interest or claims which may exist by reason of or reflected by the
following facts shown on the Map of Cordillera Subdivision,. Ranch Golf Course & The Trailhead,
dated April 2, 2007 by Johnson, Kunkel & Associates, Inc.:
Encroachment of golf cart path onto utility easement
NOTE: THE FOLLOWING APPLY TO PARCEL 4 UNTIL OTHERWISE
NOTED:
60. Reservations and exceptions in Patents, or Acts authorizing the issuance thereof, including the
should the same be found tO penetrate or intersect the premises as reserved in United States Patent
recorded August 4, 19.10 in Book 48 at Page 553.
reservation of a right of way for ditches or canals by the authority of the United States,
Order Number: 9S89Sl
ALTA Commltmeut (6117/06) - Schedule B 2
PageSof20
Schedule 4.0-6
stewart
guaranty company
121
as reserved in United States Patents recorded: Apri115, 1920 in Book 93 at 309; September
Book 93 at Page 144; September 15, 1918 in Book 93 at Page 19; January 9, 1990 in Book 520 at
Pages 820, 821 and 822 as Reception Nos. 416989,416990 and 416991, respectively.
62. Easement granted to Eagle Inc. recorded July 8, 1985 in Book 419 at Page
325.
Order of Inclusion regarding the Upper Eagle Valley Consolidated Sanitation District, recorded
June 29, 1992 in Book 583 at Page 536 as Reception No. 479642.
64. Trench, Conduit and Vault Agreement between Stag Gulch Partnership, a Colorado General
Partnership, and Holy Cross Electric Association, Inc., recorded November 25, 1992 in Book 595
at Page 381 as Reception No. 491475.
65. All matters shown on the Plat of Cordillera Subdivision Filing No. 8, recorded June 24, 1993 in
66. Order and Decree Creating District regarding Cordillera Metropolitan District, recorded November
67, Order of Inclusion of Lands regarding the _Western Eagle county Metropolitan Recreation District,
recorded Decembet: 28, 1992 in Book 597 at Page 595 as Reception No. 493687, and Amended
Order for Inclusion of Lands regarding the Western Eagle County Metropolitan Recreation
District, recorded January 3, 1994 in Book 629 at Page 173 as Reception No. 525233.
68. Easement Agreement recorded April28, 1994 in Book 638 at Page 879 as Reception No. 534930.
69. Trench, Conduit and Vault Agreement with Holy Cross Electric Association recorded January 30,
70. Underground right of way easement to Holy Cross Electric Association recorded January 30, 1996
in Book 687 at Page 12 as Reception No. 583014.
72. Supplemental Declaration of Utility Easement Upon and Across TractS recorded October 16,
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCEL 5 UNTIL OTiiERWISE
NOTED:
Order Number: 9S89S 1
ALTA Commitmonc (6117106)- Scbcdulc B 2
Pap6of20
Scbedule 4.0-7
stewart
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121
as reserved in United States Patent recorded Apri115, 1920 in Book 93 at Page 309 and Patent
recorded January 9, 1990 in Book 520 at Page 820 and Page 822.
74. Utility Easement recorded July 8, 1985 in Book 419 at Page 325.
75. Utility Basements as set forth in Section 11 of the Exchange Agreement and Easement Agreement
recorded August 9, 1990 in Book 535 at Page 541 a's Reception No. 431695.
76. Easement Agreement recorded April 28, 1994 in Book 638 at Page 879 as Reception No. 534930.
77. Easement granted to Holy Cross Electric Association Inc. as contained in the instrument recorded
November 14, 1995 in Book 680 at Page 922 as Reception No. 576931.
78. Trench, Conduit and Vault Agreement with Holy Cross Electric Association, Inc. recorded
November 17, 1995 in Book 681 at Page 168 as Reception No. 577176.
79. All matters shown on the plat of Cordillera SubdiVision Filing No. 10, recorded January 18, 1994
in Book 630 at Page 263 as Reception No. 526322 and plat of Cordillera SubdiVision, Filing No.
10, Lot 7 and Tract T recorded Apri125, 2000 as Reception No. 728153 and plat of Cordillera
SubdiVision, Filing No. 10, Tract T, a ResubdiVision of Tract T recorded December 17,2004 as
Vacation, Abandonment.and Release Agreement for Trails and Utility Easement Upon, Under and
Across Tract T, Filing No. 10, SubdiVision recorded February 4, 2000 as Reception No.
721976. .
80. County of Eagle Resolution, Approv4tg an Amendment to the Cordillera Planned Unit
Development recorded October 11, 2004. as Reception No. 854897.
81. Underground Right-of-Way Easement recorded January 9, 1996 in Book 685 at Page 604 as
82. Trench, Conduit, and Vault Agreement recorded January 9, 1996 in Book 685 at Page 605 as
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCELS 6, 7, 8 AND 9 UNTIL
OTHERWISE NOTED:
83. Reservations or exceptions in Patents, or in Acts authorizing the issuance thereof,.including the
as reserved in United States Patent recorded April18, 1985 in Book 411 at Page 641.
84. A reservation unto the State of Colorado of all rights to any and all minerals, ores and metals of
every kind and character and all coal, asphaltum, oil and other like substances in or under said land
and the right of ingress and egress for the purpose of mining, together with enough of the surface
ALTA Commitment (6/17106)- Schedule 8 2
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stewart
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121
of same as may be necessary for the proper and convenient working of such minerals and
substances, as contained in the Patent recorded March 4, 1929 in Book 106 at Page 518, and as
referred to in the deed recorded in Book 114 at Page 111.
85. All oil, gas potassium and sodium deposits in the land patented and other reservations contained
therein reserved by the United States in the Patent recorded Apri118, 1985 in Book 411 at page
641.
as reserved in United States Patent recorded in Book 93 at Page 271.
87. All the coal and other minerals together with the right to prospect for, mine and remove the same
pursuant to the provisions and limitations of the Act of December 29, 1919 as reserved by the
United States in the Patent recorded in Book 93 at page 271.
88. A reservation of an undivided 1/2 interest in and to the oil and mineral rights as reserved in Deed
recorded December 18, 1956 in Book 148 at Page 503.
89. Resolution No. 98-1'25, Approval of Zone District Amendment Cordillera Mountain Tract
recorded October 92, 1998 as Reception No. 674251.
90. Resolution No. 98-126 Approval of the Preliminary Plan for the Cordillera Mountain Tract
Addition to the Cordillera Planned Unit Development recorded October 29, 1998 as Reception No.
674252. .
91. Order and Decree creating the Cordillera Mountain Metropolitan District, recorded June 4, 1998 as
92. Mitigation and Enhancement Plan recorded May 28, 1999 as Reception No. 697723 and
amendment recorded August 5, 1999 as Reception No. 704765 and amendment recorded Aprill4,
93. Underground right of way easement to Holy Cross Energy recorded September 20, 1999 as
94. All matters as shown on the plat of Cordillera Subdivision Filing .No. 36 recorded January 31,
95. Trench, Conduit and Vault Agreements with Holy Cross Energy recorded September 20, 1999 as
Reception 709222 and recorded February 11, 2000 as Reception No. 722538 and rerecorded
February 25, 2000 as Reception No. 723456 and recorded March 22, 2000 as Reception No.
725249 and recorded June 22, 2001 as Reception No. 760315.
96. Right of way easement to Holy Cross Electric recorded March 22, 2000 as Reception No. 725250.
Order Number: !158!151
ALTA Commitment (6/17106)- Schedule B 2

Schedule 4.0-9
121
97. Resolution No. 2000-44 recorded March 24, 2000 as Reception No. 725509.
98. Resolution No. 2000-050 recorded Apri113, 2000 as Reception No. 727159.
99. Road Improvement Variance recorded May 8, 2000 as Reception No. 729309.
1 OO.All matters as shown on the plat of Cordillera Subdivision Filing No. 37 recorded February 8,
2000 as Reception No. 722159 and plat of Cordillera Subdivision Filing No. 37, a Resubdivision
of Lots 1 & 2 and Tracts A, M, N & P recorded May 23, 2000 as Reception No. 730389.
101. Underground right of way easement to Holy Cross Energy recorded June 13, 2001 as Reception
No. 759432.
102.0rder of Inclusion into the Western Eagle County Metropolitan Recreation District recorded
March 4, 2004 as Reception No. 869897 ..
103.All matters as shown on the plat of Cordillera Subdivision Filing No. 41 recorded June 19,2000 as
104.County of Eagle Resolution, Approving an Amendment to the Cordillera Planned Unit
105.Memorandum of Easement recorded December 18, 2003 as Reception No. 862395.
NOTE: THE FOLLOWING EXCEPTION APPLIES TO PARCELS W-1 AND W-2 OF
PARCEL6:
1 06.Supplemental Declaration of and Owner Consent to Creation of Utility Easement recorded August
30, 2001 as Reception No. 766308.
NOTE: THE FOLLOWING EXCEPI'ION APPLIES TO PARCEL W-Z OF PARCEL 6:
107. Supplemental Declaration of and Owner Consent to Creation of Utility Easement recorded August
30, 2001 as Reception No. 766307.
NOTE: THE FOLLOWING EXCEPI'IONS APPLY TO PARCEL W4 OF PARCEL 6
UNTIL OTHERWISE NOTED: .
lOS. Holy Cross Energy Underground Right-of-Way recorded September 20, 2006 as Recept;ion No.
200625652.
109. Trench, Conduit, and Vault Agreement recorded September 20, 2006 as Reception No.
200625653.
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NOTED:
11 O.All matters as shown on the Plat of Cordillera Subdivision, Filing No. 36, Block 1, Lot 26
recorded December 5, 2001 as Reception No. 778130.
Ill. Order of Inclusion into the Western Eagle County Metropolitan Recreation recorded April
29, 2005 as Reception No. 914005.
NOTED:
112. Supplementa,l Declaration of and Owner Consent to Creation of Utility Easement recorded August
30, 2001 as No. 766310.
113.Driveway Easement Agreement between Cordillera Summit Golf, Inc., a Colorado Corporation
and Julia F. Marks Trust, by Dick Marks, trustee recorded June 4, 2004 as Reception No. 879412.
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCELS 10 AND 11 UNTIL
OTHERWISE NOTED:
114.Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance thereof,
recorded April18, 1985 in Book 411 at Page 641, reserving 1) Rights of the proprietor of a vein or
lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals
. constructed under the authority of the United States.
115.All the minerals reserved as contained in the United States Patents recorded April18, 1985 in
Book 411 at Page 641 and August 3, 1934 in Book 93 at Page 271.
116.Reservations or exceptions in Patents, or in Acts authorizing the issuance thereof, including the
as reserved in United States Patent recorded August 3, 1934 in Book 93 at Page 271.
117.All rights to any and all minerals, ores and metals of every kind and character and all coal,
asphaltum,. oil and other like substances in or under said land the right of ingress and egress for the
purpose of mining, together with enough of the surface of same as may be necessary for the proper
and convenient working of such minerals and substances as reserved to the State of Colorado in
Patent recorded March 6, 1929 iii Book 106 at Page 518 and as set forth in Deed recorded January
8, 1930 in Book 114 at Page 111.
118.An undivided 1/2 interest in and to the oil and mineral rights as reserved in deed recorded
December 18, 1956 in Book 148 at Page 503.
119.Mitigation and Enhancement Plan recorded May 28, 1999 as Reception No. 697723 and
Amendment recorded August 5, 199 as Reception No. 704765 and Amendment recorded April 14,
Order Number: 9S89S I
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120. Underground right of way easement granted to Holy Cross Energy recorded September 20, 1999 as
12l.Trench, Conduit and Vault Agreement with Holy Cross Energy recorded September 20, 1999 as
Reception No. 709222. .
122. Trench, Conduit and Vault Agreement recorded February 11, 2000 as Reception No. 722538 and
rerecorded February 25, 2000 as Reception No. 723456.
123.County of Eagle Resolution No. 2000-44 recorded March 24,2000 as Reception No. 725509.
124.County of Eagle Resolution No: 2000-050 recorded Aprill3, 2000 as Reception No. 727159.
125.County of Eagle Resolution No. 2000-063 recorded May 8, 2000 as Reception No. 729309.
126.All matters as shown on plat of Cordillera Subdivision, Filing No. 37 recorded February 8, 2000 as
127. Order in the Matter of Eagle River Water & Sanitation District recorded Apri12, 2001 as
Reception No. 753280 and Amended Order recorded 10, 2001 as Reception No. 769498.
128. Order of Inclusion recorded March 4, 2004 as Reception No. 869897.
129.Resolution No. 98-125 recOrded October 29, 1998 as Reception No. 674251.
130.Resolution No. 98-126 recorded October 29, 1998 as Reception No. 674252.
Development recorded October 11,2004 as Reception No. 854897.
NOTE: THE FOLLOWING EXCEPI'ION APPLIES TO PARCEL 11:
133.All matters as shown on the Plat of Cordillera Subdivision, Filing No. 44 recorded January 13,
NOTE:THEFOLLOWINGEXCEPI'IONSAPPLYTOPARCEL12UNnL
OTHERWISE NOTED:
134.Reservations and exceptions in Patents, or Acts authorizing the issuance thereof, including the
should the same be found to penetrate o,r intersect the premises as reserved in United States Patent
recorded August 4, 1910 in Book 48 at Page 553.
ALTA Commilment (6/17106)- Schedule B 2
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as reserved in United States Patents recorded: April15, 1920 in Book 93 at Page 309; Sq)tember
Book 93 at Page 144; September 15, '918 in Book 93 at Page 19.
136.Easement Agreement recorded February 24, 1995 in Book 662 at Page 98 as Reception No.
558125.
137.Access Easement Agreement, recorded April9, 1997 in Book 723 at Page 490 as Reception No.
619458.
138.Access Easement Agreement by and between Stag Gulch Partners and Reserve Holding, lLC
recorded November 18, 1997 in Book 743 at Page 885 as Reception No. 639832.
139.Resolution!Construction Permit Water-Sewage System, recorded June 23, 1997 in Book 730 at
Page 199 as Reception No. 626159.
140.All matters shown on the plat of Cordillera Subdivision Filing No. 27 recorded June 9, 1997 in
Book 728 at Page 914 as Reception No. 624876 and the CoiTection Plat of Cordillera Subdivision
Filing No. 27 recorded May 26, 1998 as Reception No. 657679.
141. Trench, Conduit and Vault Agreement with Holy Cross Electric Association, recorded August 6,
142.Holy Cross Electric Association Inc., alkla Holy Cross Energy Underground Right-of-Way
Easement recorded August 6, 1998 as Reception No. 665216 and.recorded March 2, 1999 as
143.Trench, Conduit and Vault Agreement with Holy Ctoss Electric Association Inc. recorded August
4, 2000 as Reception No. 736080.
144.0rder including subject property into the Eagle River Water & Sanitation District recorded
September 9, 2002 as Reception No. 806495.
145.County of Eagle Resolution, Approving an Amendment to the Cordillera Planned Unit
Development recorded October 11,2004 as Reception No. 854897.
146.Easement Agreement Relating to Penny Cabins reeorded August 30, 2007 as Reception No.
200723202.
147.Rights of Slifer, Smith & Frampton in possession, as tenants only, under an oral lease agreement
with no rights of first refusal or options to purchase the real property.
Order Number. 958951
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OTHERWISE NOTED:
148.Right of Way as granted to Eagle County for the use as a road in Deed recorded October 27, 1931
in Book 116 at Page 103.
149.Right of Way as granted to the Colorado State Highway Department in instrument recorded
December 16, 1948 in Book 135 at Page 27.
150.Right of Way as granted to Colorado-Ute Electric Association, Inc. in instrument recorded
December 3, 1965 in Book 185 at Page 157 and as recorded in Lieu thereof September 12, 1966 in
Book 200 at Page 107.
151. Right of Way Easement as granted to the Department of Highways, State of Colorado in
instrument recorded March 13, 1968 in Book 212 at Page 336.
152.Right of Way as granted to the Department of Highways, State of Colorado for use as public
access roads over and across subject property as granted in instrument recorded April 8, 1968 in .
Book 212 at Page 657.
153.Road Agreement recorded June 12, 1984 in Book 387 at Page 386 as Reception No. 283688.
154.Right of Way as granted to Eagle County Board of County Commissioners in instrument recorded
March 27, 1985 in Book 409 at Page 853 as Reception No. 306133.
155.Right of Way as granted to Rocky Mountain Natural Gas Company in instrument recorded July 11,
1983 in Book 363 at Page 343 as Reception No .. 259669.
156.All matters as shown on Edwards Extension Survey recorded AprilS, 1983 in Book 357 at Page
58 as Reception No. 253390 and recorded AprilS, 1983 in Book 357 at Page 59 as Reception No.
253391 and Apment recorded July 10, 1985 in Book 419 at Page 589 as Reception No. 315859
and recorded July 11, 1985 in Book 419 at Page 643 as Reception No. 315913.
157.Any questions, dispute or adverse claims as to any loss or gain of land as a result of any change in
the river bed location by other than natural causes, or alternation through accretion, reliction,
erosion or avulsion of the center thread, bank channel or flow of waters in the Eagle River, Squaw
Creek and their tributaries lying within subject land and any questions as to the location of such
center thread, bed, bank, or channel as a legal description monument or marker for purposes of
describing or locating subject lands.
(a) All right, title or claim or any character by the United States, state, local government or by the
public generally in and to any portion of the land lying within the current or former bed, or below
the ordinary high water mark, or between the cut banks of a stream navigable in fact or in law.
(b) Right of riparian water rights owners to the use and flow of the water.
(c) The consequence of any past or future change in the location of the bed.
This commitment and/Or policy does not insure title to land comprising the shores or bottoms of
Page 13of20
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rivers and is subject to any build up or loss of property along the Eagle River, Squaw Creek and
their tributaries, caused by the processes of accretion and reliction, or caused by man made
changes in the flow of water or in the course of the river bank or river channel; also subject to the
free and unobstructed flow of the water of sai4 river, and recremional or other use thereof.
158.Right of Way No. 2794 Book 27 recorded September 17, 1991 in Book 562 at Page 418 as
Reception No. 458545. .
159.Right of Way No. 2876, Book 28 recorded October 9, 1992 in Book 591 at Page as Reception
No. 487207.
160.Right of Way No. 2423, Book 24 recorded June 30, 1993 in Book 612 at Page 681 as Reception
No. 508758.
16l.Right of Way No. 2947, Book 29 recorded November 1, 1994 in Book 653 at Page 955 as
162.Right of Way No. 2996, Book 29 recorded April26, 1996 in Book 693 at Page 245 as Reception
No.589241.
163.Easement Deed and recorded November 4, 1996 in Book 710 at Page 499 as Reception
No.606478.
164.Right of Way No. 2992, Book. 29 recorded December 13, 1996 in Book 713 at Page 826 as
165.Reservations in Patent recorded December 19, 1997 in Book746 at Page 935 as Reception No.
642879, as follows: Reserving to the State of Colorado, title to any water and water rights, treasure
trove and articles of antiquity, minerals, ore and metals of any kind and character, and all coal,
asphaltum, oil, gas or other like substance in or under said land and geothermal resources, and
rights of ingress and egress for the purpose of exploring for and removing the same together with
enough of the surface as may be necessary for the .proper and convenient working of such
substances and resources. Subject to any and all covenants, restrictions, easements or rights-of-way
whether or not of record.
166.EasementDeed granted to Eagle River Water & Sanitation District recorded June 11, 1998 as
167 .Access Easement Agreement between Wilmor Development, lLC and John Donovan and Diana
Donovan recorded December 19, 2003 as Reception No. 862602.
NOTE: THE FOLLOWING EXCEPTION APPLIES TO PARCELS 6, 7 AND 9:
168.0rder of Exclusion and Inclusion recorded April24, 2007 as Reception No. 200710488.
Older Number: 958951
ALTA Commitment (6117106)- Schedule B 2
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121
NOTE: THE FOLLOWING EXCEPI'IONS APPLY TO PARCEL 14 UNTIL '
OTHERWISE NOTED: .
169.Reservations or exceptions in Patents, or in Acts authc;>rizing the issuance thereof, including the
as reserved in United States Patent recorded December 15, 1916 in Book 48 at Page 607.
170.Restrictive clause, within the Deed from Robert W. Radcliffe to D. Charles Meniwether, recorded
May 10, 1989 in Book 505 at Page 932 as Reception No. 402116.
17l.Declaration by D. Charles Merriwether, Gary T. Cornwell and Three C Parttiership recorded May
172.Planned Unit Development Guide, recorded August 30, 1995 in Book 674 at Page 820 and
Amendment recorded July 25, 1996 in Book 700 at Page 630 as Reception No. 596619 and
amendment recorded August 19, 1997 in Book 734 at Page 947 as Reception No. 630903.
173. Trench, Conduit, and Vault Agreement recorded August 3, 1995 in Book 672 at Page 509 as
174. Underground right of way easement granted to Holy Cross Electric Association, recorded August
175.All matters as shown on the plat of Cordillera Valley Club Filing No. 1, recorded August 29, 1995
in Book 674 at Page 807 as Reception No. 570822.
l76.Underground right of way easement to Holy Cross Energy recorded February 19, 2002 as
177. Order of Inclusion in the Western Eagle County Metropolitan Recreation District recorded March
178. Service Plan Cordillera Valley Club Metropolitan District recorded December 20, 2002 as
NOTE: THE FOLLOWING EXCEPI'IONS APPLY TO PARCEL 15 UNTIL
OTHERWISE NOTED:
180.Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance
recorded January 13, 1897 in Book 48 at Page 463, reserving 1) Rights of the proprietor of a vein
or lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals
constructed under the authority of the United States.
ALTA Commitment (6/17/06)- Schedule B 2
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181.Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance thereof,
recorded July 10, 1923 in Book 93 at Page 95, reserving 1) Rights of the proprietor of a vein or
lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals
constructed under the authority of the United States.
as reserved in United States Patent recorded December 15, 1916 in Book 48 at Page 607.
183.Terms, conditions, reservations, restrictions and obligations as contained in.the restrictive clause,
within the Deed from Robert W. Radcliffe to D. Charles Merriwether, recorded May 10, 1989 in
184.Declaration by D. Charles Merriwether, Gary T. Cornwell and Three C Partnership recorded May
185.Planned Unit Development Guide, recorded August 30, 1995 in Book 674 at Page 820 and
Amendment recorded July 25, 1996 in Book 700 at Page 630 as Reception No. 596619 arid
amendment recorded August 19, 1997 in Book 734 at Page 947 as Reception No. 630903.
186. Trench, Conduit, and Vault Agreement recorded August 3, 1995 in Book 672 at Page 509 as
187. Underground right of way easement granted to Holy Cross Electric Association, recorded August
3, 1995 in. Book 672 at Page 389 as Reception No. 568406.
188.All matters shown on the plat of Cordillera Valley Club Filing No.1, recorded August 29, 1995 in
. Book 674 at Page 807. as Reception No. 570822.
189.All matters shown on the Plat of Cordillera Valley Club Filing No.9, Legacy' Trail recorded May
190.Holy Cross mectric Association, Inc., Underground Right-of-Way Easement recorded June 23,
191. Trench, Conduit and Vault Agreement recorded June 23, 1998 as Reception No. 660428.
192. Order of Inclusion in the Western Eagle County Metropolitan Recreation District recorded March
193.Service Plan Cordillera Valley Club District December 20, 2002 as
ALTA Commicmeat (6/17/06)-ScbcduleB 2
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NOTE: THE FOLLOWING EXCEPTIONS APPLY TO TRACT H OF PARcEL 15
UNTIL OTHERWISE NOTED: .
195.Supplemental Declaration of and Creation of Utility Easement Upon, Across, Over and Under
Tract H, Cordillera Valley Club Filing No. 9 recorded Apri125, 2001 as Reception No. 755422.
196. Supplemental Declaration of and Creation of Utility Easement Upon, Across, Over and Under
Tract H, Cordillera Valley Club Filing No. 9 recorded April25, 2001 as Reception No. 755424.
197 .Any rights, easements, interest or claims which may exist by reason. of or reflected by the
facts shown on the Map of Cordillera Valley Club, Valley Club Golf Course, dated
April 5, 2007 by Johnson, Kunkel & Inc.:
Encroachments of residential properties onto Tract H.
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO TRACT R OF PARCEL 15 UNTIL
OTHERWISE NOTED:
198.Supplemental Declaration of and Creation of Utility Easement Upon, Across, Over and Under
Tract R, Cordillera Valley Club Filing No.9 recorded April25, 2001 as Reception No. 755423.
199.All matters as shown on the plat of Cordillera Valley Club, Filing No.9, Legacy Trail, Tract R
recorded May 20, 2004 as Reception No. 877949.
200.Any rights, easements, interest or claims which may exist by reason of or reflected by the
following facts shown on the Map of Cordillera Valley Club, Valley Club Golf Course, dated
AprilS, 2007 by Johnson, Kunkel & Associates, Inc.:
Encroachment of pool area onto utility easement.
NOTE: THE FOLLOWING EXCEP110NS APPLY TO PARCELS 16, 17 AND 18 UNTIL
OTHERWISE NOTED:
201.Patents, or Acts authorizing the issuanCe thereof, including the reservation of a right of way for
ditches or canals constructed by the authority of the United States, as reserved in United States
Patent recorded July 7, 1987 in Book 465 at Page 624 as Reception No. 361848, and a Reservation .
of all oil, gas, sodium and potassium minerals in the lands so patented, and to it, its and
permittees the right to explore for, drill for, mine, extJ:act, remove and dispose of all the oil, gas,
sodium, and potassium minerals owned by, acquired by, or otherwise to vest in the United States,
including, without limitation necessary access and exit rights and the right to build and maintain
necessary improvements thereupon for the full enjoyment thereof, reserved by the United States of
America.
202.Easement and Subeasement recorded March 10, 1989 in Book 501 at Page 847 as Reception No.
398035.
203.Easement Agreement recorded April28, 1994 in Book 638 Page 880 as Reception No. 534931.
Order Number: 9S89SI
ALTA Commibncnt (6/17/06)- Schedule B 2
Page 17 of20
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204.All matters as shown on the following plats: Cordillera Subdivision, Filing No. 16 recorded
August 19, 1994 in Book 648 at Page 202 as Reception No. 544243, Correction plat recorded
November 21, 1994 in Book 655 at Page 562 as Reception No. 551596, Cordillera Subdivision,
Filing No. 16 Lots 1 tbru 55 recorded May 7, 1996 in Book 693 at Page 906 as Reception No.
589902 and the Correction plat recorded September 19, 1996 in Book 705 at Page 798 as
205.Trench, Conduit, and Vault Agreement with Holy Cross Energy recorded July 19, 1999 as
206. Underground right of way easement granted to Holy Cross Energy recorded July 19, 1999 as
207. Conduit, and Vault Agreement recorded 10, 1997 in Book 736 at Page 760 as
208. Underground Right-of- Easement recorded September 10, 1997 in Book 736 at Page 766 as
209. Order of Inclusion into the Western Eagle County Metropolitan Recreation District recorded
March 4, 2004 as Reception No. 869897.
210.Eagle County Resolution, Approval the Amended, Restated and Consolidated Service Plan for the
Cordillera Metropolitan District and the Squaw Creek Metropolitan District recorded May 5, 2005
as Reception No. 914863. .
2ll.County of Eagle Resolution, Approving an Amendment to the Cordillera Planned Unit
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCEL 16:
213.Any rights, easements, or claims which may exist by reason of or reflected.by the
following facts shown on the Map of Cordillera Subdivision, Short Course, dated April 20, 2007
by Johnson, Kunkel & Associates, Inc.:
Encroachments of residential properties onto Tract B.
NOTE: THE FOLLOWING EXCEPTION APPLIES TO PARCELS 16 AND 17:
214.Easement Agreement recorded December 18, 2003 as Reception No. 862401 and rerecorded
November 6, 2006 as Reception No. 200630398.
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCEL 17 UNTIL
ALTA Commibncnt (6f17J06)- Schedule B 2
Pa&e 18 of20
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OTHERWISE NOTED:
215.Supplemental Declaration of and Owner Consent to Creation of Utility Easement Upori, Across,
Over and Under Tract F, Cordillera Subdivision, Filing No. 16 recorded September 24, 2001 as
216.Memorandum of Lease between Galena Partners, a Colorado General Tenant and
Cordillera Lodge & Spa. U.C, a Delaware Limited liability Company as Landlord recorded
December 18, 2003 as Reception No. 862400.
217 .Agreement between Kensington Partners, a Colorado General Partnership and Cordillera Property
Owners Association, Inc., a Colorado Non-profit Cotporation recorded December 11, 2003 as
NOTE: THE FOLLOWING EXCEPTION APPLIES TO PARCELS 18 AND 19 UN1U
OTHERWISE NOTED:
218.All matters as shown on the plat of Cordillera Subdivision, Filing No. 31 recorded September 8,
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCEL 19 UNTIL
OTHERWISE NOTED: '
219.Supplemental Declaration of and Creation of Utility Easement recorded September 24, 2001 as
NOTE: THE FOLLOWING EXCEPTION APPLmS TO PARCELS 6, 7, 8, 9, 10, 11 and 12.
221.Notice of Petitions recorded May 22, 2009 as Reception No. 200909825.
THE FOLLOWING EXCEPTIONS APPLY TO ALL PARCELS
Map of Riv.er Fire Protection District recorded December 7, 20Q9 as Reception No.
200926003 ..
. ..
223.Resolution No. 2009-129 Amendment to the Cordillera Valley Club Planned Unit Development
recorded December 29, 2009 as Reception No. 200927678.
Page 190!20
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224. Water and Sewer Easement recorded April14, 2010 as Reception No. 201006962.
225.Note re: Encroachment onto ParcelL-# of the Mountain Golf Course at Cordillexa from Lot 1,
Cordillera. Subdivision Filing 9, executed by Cordillexa Golf Club, LLC recorded November 13,
226.Assignment of Easement Rights recorded May 19, 2010 as Reception No. 201009551.
228.0rder of Inclusion in the Eagle County Health Service District recorded September 3, 2010 as
229.0rder of Exclusion re: Western Eagle County Ambulance District recorded September 3, 2010 as
230.Declaratory Judgment entitled Upper Eagle Regional Water Authority and Edwards Metropolitan
District v. Cordillera Valley Club Property pwners Association Inc. and Cordillera Valley Club
Metropolitan District recorded October 4, 2010 as Reception No. 201019911.
231.Trench, Conduit and Vault Agreement recorded February 7, 2011 as Reception No. 201102343.
OnJer Number: 95895 I
ALTA Commitment (6/17106)- Schodulo B 2
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Schedule 12.1
4827-3608-7569.107569.12
SCHEDULE 12.1

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