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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) Chapter 11 In re: ) CORDILLERA GOLF CLUB, LLC,

) Case No. 12-11893-CSS dba THE CLUB AT CORDILLERA ) ) Hearing Date: July 16, 2012 at 10:00 a.m. ) Objection Date: July 11, 2012 at 12:00 p.m. Debtor. JOINDER OF ALPINE BANK TO THE MOTION OF CHERYL M. FOLEY, THOMAS WILNER, JANE WILNER, CHARLES JACKSON, MARY JACKSON AND KEVIN B. ALLEN, INDIVIDUALLY AND AS MEMBERS OF A CERTIFIED CLASS OF MEMBERS, TO TRANSFER VENUE Alpine Bank (Alpine), by and through its undersigned counsel, hereby files this joinder (the Joinder) to the Motion of Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson and Kevin B. Allen, Individually and as Members of a Certified Class of Members, to Transfer Venue [Dkt. No. 69] (the Motion)1 seeking transfer of this bankruptcy case pursuant to 28 U.S.C. 1412 to the District of Colorado. Alpine joins in the relief requested under the Motion and writes separately to highlight the following points: PRELIMINARY STATEMENT 1. Few cases could be found that more clearly demonstrate the need to transfer

venue for the convenience of the parties or in the interest of justice than this case. The Debtor, its principals, its officers, its headquarters, its sole business and real property assets, its largest secured creditor, and largest creditor constituencies are all located in Colorado. Further, the Debtor is embroiled in various state court litigations with its members in the state of Colorado, events that it admits have contributed and led to its bankruptcy filing. Having availed itself of the Colorado courts to sue its own members, its main source of revenue, the Debtor has now
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Capitalized terms not defined herein shall have the meanings ascribed to them in

the Motion.

sought shelter over 2,000 miles across the country in the Delaware bankruptcy courts in an apparent strategic attempt to litigate its bankruptcy proceeding far from the major parties in interest in this proceeding. While venue may be proper due to the Debtors incorporation in Delaware, the Court should grant the Motion and transfer venue to Colorado where all parties and creditors may be effectively heard and where the Colorado courts can most effectively and most efficiently administer the bankruptcy involving the disposition of that states real estate and the potential reorganization of a business inextricably tied to the interests of Colorados residents, local authorities, and local laws. RELEVANT BACKGROUND 2. On information and belief, Alpine supplements the Background Facts Section of

the Motion as hereinafter set forth. The Debtor, its Sole Asset, Principal, Officers, and Books and Records Are All Located in Colorado 3. Cordillera Golf Club, LLC, (the Debtor or Cordillera) is a Delaware limited

liability company with an admitted residence and principal place of business in Edwards, Colorado. See Bankruptcy Pet. [Dkt. 1]. 4. The Debtors sole business is the ownership and operation of the Cordillera Club

(the Cordillera Club). 5. Mr. Wilhelm, the Debtors manager and equity owner, resides in Colorado. See

Complt. of Debtor for Declaratory and Injunctive Relief [Dkt. No. 57] at 20. Upon information and belief, Mr. Wilhelm maintains an office at the Debtors corporate headquarters in Edwards, Colorado as further reflected on the creditor matrix which was certified to and signed by Mr. Wilhelm. Certification of Consolidated Creditor Matrix [Dkt. No. 10].

6.

Upon information and belief, the Debtors books and records, officers, and

general employees are all located in Colorado. The Debtor Negotiated Alpines Secured Loan in Colorado, Under Colorado Law 7. In June 2009, Alpine, a Colorado banking corporation, the Debtor and Mr.

Wilhelm, negotiated a loan to the Debtor in the original principal amount of $13,700,000 (the Loan) for the purchase and development of the Cordillera Club. Such negotiation, and the closing of the Loan, took place in Colorado 8. The Loan is (a) secured by all of the Debtors real and personal property

associated with the Cordillera Club, all or substantially all of which is located in Eagle County, Colorado, and (b) guarantied by, among others, Mr. Wilhelm. The Loan and its security documents are governed by Colorado law. See e.g. Appendix to Cash Collateral Motn [Dkt. No. 11] at Exs. A-H (attaching copies of the Loan Agreement and other relevant security documents). The Debtor Files for Bankruptcy in Delaware, Venued Solely on its State of Incorporation 9. On June 26, 2012, the Debtor filed a voluntary petition for relief under chapter 11

of the Bankruptcy Code in the Bankruptcy Court for the District of Delaware. As ascertained from the Debtors chapter 11 petition and first day filings, the sole basis for proper venue in Delaware is based upon the Debtors incorporation in Delaware. 10. As evidenced by the Debtors chapter 11 petition, Mr. Wilhelm was in Edwards,

Colorado on the date of the filing. See Decl. Concerning Corp. Ownership Statement attached to chapter 11 petition [Dkt. No. 1] (noting date as June 26, 2012 and place of signature Edwards, Colorado).

The Majority of the Debtors Creditors are Located in Colorado 11. The Debtor has not filed its schedules or statement of financial affairs, but based

on a review of the creditor matrix filed along with the first day filings, approximately 54% of the Debtors creditors are located in the State of Colorado.2 The Debtors List of Creditors Holding Twenty Largest Unsecured Claims attached to its bankruptcy petition further reflects that of the twenty creditors listed, eleven are located in the State of Colorado and 16 of the 20 are located west of the Mississippi River. Of the approximately 5,238 creditors on the Debtors general creditor matrix, Alpine has only identified ten creditors located in Delaware. Of these ten, at least four are government entities, including the United States Trustees Office. 12. Moreover, the Debtors largest secured creditor (Alpine) and second largest listed

unsecured creditor (Eagle County) are located in Colorado. 13. Finally, the Motion indicates that there are hundreds of members of the Cordillera

Club with substantial deposit claims and who are involved in litigation in Colorado, the majority of [whom] own a home on Colorado that is adjacent to the Club facilities. Motion at 4. The Debtor is a Plaintiff and Defendant in Two Colorado State Court Proceedings 14. In addition, the Debtor is embroiled in state court litigation in Colorado (the

Colorado Litigation) brought by or against its members and their affiliated local homeowners associations, including the litigation described in more detail in the Motion (the Class Litigation). This litigation raises substantial issues under Colorado law. See Motion; see also Fitchett Decl. at 35-36.

All estimates based on the Debtors filed Creditor Matrix are approximate and do not include allowances for any names or entities that may appear more than once or may be omitted. See Consolidated Creditor Matrix [Dkt. No. 10].

ARGUMENT 15. Alpine supplements the Argument Section of the Motion as hereinafter set forth.

Venue Based Solely on the Debtors State of Incorporation is Insufficient to Survive a Motion to Transfer. 16. Simply because venue may be proper in a particular jurisdiction does not mean

that it is appropriate. Under 28 U.S.C. 1412, a party may move for the transfer of venue based on the interests of justice or the convenience of the parties. 28 U.S.C. 1412 (emphasis added); see also In re Qualteq, Case No. 11-12572-KJC, 2012 Bankr. LEXIS 503 at *16 (Bankr. D. Del. Feb. 16, 2012) (transferring venue based on convenience of parties to Northern District of Illinois where only basis for proper venue in Delaware lay in incorporation of single affiliated debtor). While venue based on the Debtors state of incorporation is proper, where that is the only basis for venue it should be transferred upon motion where, as here, no other connections to the chosen forum exist. See Id.; In re Dunmore Homes, Inc., 380 B.R. 663, 669 (Bankr. S.D.N.Y. 2008) (transferring venue where debtors only presence in New York was recent incorporation there while most of its creditors, assets, employees and pending litigation were located in California). 17. interest: (a) proximity of creditors of every kind to the court; (b) proximity of the debtor; (c) proximity of witnesses who are necessary to the administration of the estate; (d) the location of the debtors assets; (e) the economic administration of the estate; and (f) the necessity for ancillary administration in the event of liquidation. Id., at **15-16 (transferring venue for convenience of parties where debtors only connection to Delaware was as state of incorporation of single debtor-affiliate and case activity to date had been limited to routine matters of case administration including use of cash collateral,
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A court weighs six primary factors in determining the convenience to parties in

retention of estate professionals, maintenance of insurance and the like, id. at *19). The factor accorded the most weight is promotion of the economic and efficient administration of the estate. Id. at *17 (citing Puerto Rico v. Commonwealth Oil Refining Co. (Matter of Commonwealth Oil Refining Co.), 596 F.2d 1239, 1247 (5th Cir. 1979)). 18. Many of the same considerations concerning the administration of the estate and

convenience to the parties arise in considering the interest of justice prong of 1412, see Qualteq at *18 (describing the interest of justice prong as a broad and flexible standard), and in granting a transfer of venue motion, bankruptcy courts in this district have considered how the convenience to the parties and the interest of justice work together to establish venue in a more appropriate forum. See In re Innovative Commun. Co., LLC, 358 B.R. 120, 128 (Bankr. D. Del. 2006) (transferring venue of bankruptcy proceeding from District of Delaware to US Virgin Islands, where the debtors assets, public interest, local interest, the convenience to witnesses worked together established the USVI as the proper venue of the corporate cases.). 19. Here, both the interest of justice and convenience of the parties demand the

transfer of venue to the District of Colorado. All of the Convenience Factors Favor Colorado 20. The convenience of the parties overwhelmingly favors transfer of this bankruptcy

case to the District of Coloradovirtually all of the convenience factors are met in this case. Taken as a whole, the specific factors concerning the location in Colorado of: (a) the majority of creditors, (b) the Debtor, (c) critical witnesses, (d) the Debtors sole asset, and (e) pending litigation involving the Debtor, lead to the unavoidable conclusion that the most economic and efficient administration of these casesthe most important factor in the convenience of the parties testcan only occur in Colorado. See In re Qualteq at *17.

21.

It is undisputed that the Debtors residence, principal place of business and

location of its sole asset, the Cordillera Club, are all located in the State of Colorado. See Chapter 11 Pet. [Dkt. No. 1]; Fitchett Decl. Moreover, the Debtors books and records, business headquarters, principal manager and officers, largest secured creditor (Alpine), and a majority of its unsecured creditors are located in the State of Colorado 22. Because the Debtors property is located in Colorado, the appraisers and valuation

experts who will be required for depositions and testimony also are located in Colorado as evidenced by the location of the Debtors own valuation expert in Lakewood, Colorado. See Fitchett Decl. at 59. Further, Alpine is in the process of obtaining its own, updated appraisal of the Debtors property, and Alpines appraiser is also located in Lakewood, Colorado The Debtor has already noticed an emergency hearing on a debtor-in-possession financing motion (the DIP Motion) scheduled for July 19, 2012, seeking a priming lien on Alpines collateral. See DIP Motn [Dkt. No. 59]. This hearing will raise critical issues of valuation, and potentially other issues relating to the Loan and to the finances of the Debtor. Most, if not all, of the witness, expert and fact, relevant to the hearing on the DIP Motion are in Colorado. All of these witnesses would have to travel more than halfway across the country if this case were to remain in Delaware. The same is true in connection with virtually any other issue or matter of significance that will arise in this case. 23. The Debtor and its members are currently embroiled in the Colorado Litigation.

As described in the Motion, a major issue in the Class Litigation will be the claims of the members against the Debtor concerning the return and/or status of any member deposits. The Colorado Litigation, and the large number of these member claimants, weighs heavily in favor of a transfer of venue to Colorado. The Class Litigation raises serious claims under Colorado law.

Moreover, the Debtor has already tried to stop the Class Litigation remotely from Delaware once, raising the suggestion that a bankruptcy proceeding remote from where the Colorado Litigation is pending is part of the point of a Delaware filing. See Plaintiffs Emergency Motn to Enforce and Extend the Automatic Stay or for Injunctive Relief, Cordillera Golf Club, LLC v. Foley (In re Cordillera Golf Club, LLC), Adv. No. 12-50783, (July 2, 2012) [Dkt. No. 3]. The Colorado Litigation should stay in, and should be overseen by, the courts of Colorado. Cf. Qualteq at **20-21. 24. Finally, any liquidation of the Debtor should the case head in that direction clearly

implicates the local interests of Colorado above those of Delaware. See In re Innovative Commun. Co., LLC, 358 B.R. at 128 n.7 (noting that while not currently implicated at that stage in the bankruptcy proceedings, in the event that liquidation should occur, the [US Virgin Islands] has the paramount interest in the corporate Debtors [USVI cable television companies] assets.) 25. Based on all of these factors, Alpine cannot conceive of a single factor in the

convenience of the parties analysis which weighs in favor of retaining venue in Delaware. See In re Qualteq at *17 (transferring venue for convenience of parties where no [convenience] factor weigh[ed] in favor of the Debtors and all, to one degree or another, weigh[ed] in favor of [movants].) The Interests of Justice also Requires Transfer to Colorado 26. The interest of justice standing alone or working together with the convenience of

the parties analysis also requires that this bankruptcy case be transferred to the District of Colorado. See In re Innovative Commun. Co., LLC, 358 B.R. at 128. As discussed above, the proximity and location of the Debtor, its sole asset, and critical parties in interest are also

relevant to a courts determination as to whether the interest of justice demands transfer of venue. Clearly the center of gravity of this case is in Colorado, and the numerous convenience factors further support the presumption that Colorado has a greater interest in adjudicating the bankruptcy of a business located and conducted solely within its borders. See In re In re Innovative Commun. Co., LLC, 358 B.R. at 127 (discussing factors in considering public interests of justice). 27. Further, the events leading up to the Debtors bankruptcy are particularly local:

the Debtor acknowledges that the two main factors in forcing its chapter 11 filing were the maturity of the Loan (governed by Colorado law) and provided by Alpine (a Colorado banking corporation), and the downturn in its business exacerbated by the Colorado Litigation filed in the State of Colorado. See Fitchett Decl. at 40-41. Other state and local issues that will arise in this case include the valuation of the Debtors real property and business located in Colorado, the valuation and interpretation of the Debtors water rights, and protection of the interests of local creditors and parties in interests in these proceedings. The bankruptcy court of the District of Colorado is best suited to hear and address these matters and are extremely familiar with a case of this size and nature and the peculiar issues relating thereto. See e.g. Alpine Bank v. Lakota Canyon Ranch Dev., LLC (In re Lakota Canyon Ranch Dev.), 2012 Bankr. LEXIS 251 (Bankr. D. Colo. Jan. 25, 2012). Conclusion 28. The only basis for permitting venue in the District of Delaware is the Debtors

choice of incorporation within the State. All other venue factors overwhelmingly favor Colorado. Keeping venue in the District of Delaware tremendously increases the costs of this

bankruptcy case for all parties involved while allowing the Debtor to run from its creditors and its membership. 29. For the reasons set forth above and in the Motion, the Debtors bankruptcy case

should be transferred to the District of Colorado for the convenience of the parties and in the interests of justice.

WHEREFORE, Alpine respectfully requests that the Court enter an order granting the Motion and such other relief as may be necessary and appropriate. Respectfully submitted, BALLARD SPAHR LLP Dated: July 5, 2012 Wilmington, Delaware By: s/ Joshua E. Zugerman___________ Tobey M. Daluz, Esq. (No. 3939) Joshua E. Zugerman, Esq. (No. 5261) 919 North Market Street, 11th Floor Wilmington, DE 19801 Telephone: (302) 252-4465 Facsimile: (302) 252) 4466 E-mail: daluzt@ballardspahr.com zugermanj@ballardspahr.com and Vincent J. Marriott, III, Esq. (PA 41457) (admitted pro hac vice) Sarah Schindler-Williams Esq. (NY 4556510) (admitted pro hac vice) 1735 Market Street, 51st Floor Philadelphia, PA 19103 Telephone: (215) 665-8500 Facsimile: (215) 864-8999 E-mail: marriott@ballardspahr.com schindlerwilliamss@ballardspahr.com Attorneys for Alpine Bank

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) ) CORDILLERA GOLF CLUB, LLC, DBA ) THE CLUB AT CORDILLERA, ) ) Debtor. ) ) Case No. 12-11893 CSS Chapter 11

CERTIFICATE OF SERVICE I, Joshua E. Zugerman, Esquire, hereby certify that on the 5th day of July, 2012, I caused a true and correct copy of the Joinder of Alpine Bank to the Motion of Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson and Kevin B. Allen, Individually and as Members of a Certified Class of Members, to Transfer Venue to be served in the manner indicated on the attached service list:

Dated: July 5, 2012

/s/ Joshua E. Zugerman Joshua E. Zugerman, Esquire (No. 5261)

SERVICE LIST
Via Hand Delivery: Michael R. Nestor, Esq. Joseph M. Barry, Esq. Donald J. Bowman, Jr., Esq. Kenneth J. Enos, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square 1000 N. King Street Wilmington, DE 19801 Mark D. Collins, Esq Zachary I. Shapiro, Esq. Richards, Layton & Finger, P.A. One Rodney Square P.O. Box 551 Wilmington, DE 19899 Mark S. Kenney, Esq. Office of the United States Trustee 844 N. King Street, Suite 2207 Lock Box 35 Wilmington, DE 19801 Damien Tancredi, Esq. Cozen & O'Connor, PC 1201 N. Market Street, Suite 1400 Wilmington, DE 19801 Matthew P. Ward, Esq. Ericka F. Johnson, Esq. Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Via First Class U.S. Mail: Arthur J. Abramowitz, Esq. Cozen & O'Connor PC Liberty View, Suite 300 457 Haddonfield Road Cherry Hill, NJ 08002 Harland Robins, Esq. Kristi Katsma, Esq. Dickinson Wright PLLC 500 Woodward Ave., Suite 4000 Detroit, MI 48226 Garry R. Appel, Esq Appel & Lucas, P.C. 1660 17th Street, Ste. 200 Denver, CO 80202 Brad W. Breslau, Esq Cozen & OConnor PC 707 17th Street, Suite 3100 Denver, CO 80202 Melissa Maxman, Esq. Ronald Wick, Esq. Cozen & OConnor PC 1627 I Street, NW Suite 1100 Washington, DC 20006 Christopher Celentino, Esq Erika Moribita, Esq. Mikel Bistrow, Esq. Foley & Lardner LLP 402 W. Broadway Suite 2100 San Diego, CA 92101 Erika L. Morabito, Esq. Brittany J. Nelson, Esq. Foley & Lardner LLP 3000 K Street, NW, Suite 600 Washington, DC 20007-5143 Acushnet Company Attn: President, Officer or Managing Agent P.O. Box 88111 Chicago, IL 60695

Ceres Design & Arborscape LLC d/b/a Land Designs by Ellison Attn: President, Officer or Managing Agent P.O. Box 2134 Eagle, CO 81631-2134 Colorado Dept. of Labor & Employmen Attn: Bankruptcy Unit 251 East 12th Avenue Denver, CO 80203-2202 Colorado Motor Parts Attn: Susan P.O. Box 186 Frisco, CO 80443 Cox, Castle & Nicholson LLP Attn: President, Officer or Managing Agent 2049 Century Park East, 28th Floor Los Angeles, CO 90007-3284 Department of Treasury Internal Revenue Service Ogden, UT 84201-0030 Eagle County Treasurer Attn: President, Officer or Managing Agent P.O. Box 470 Eagle, CO 81631 James J. Holman, Esq Duane Morris LLP 30 South 17th Street Philadelphia, PA 19103-4196 Internal Revenue Service Insolvency Section 2970 Market Street PO Box 7346 Philadelphia, PA 19101-7346 River Centre Development Attn: Dan Siefers 27 Main Street Edwards, CO 81632

Secretary of State Division of Corporations Franchise Tax Division 401 Federal Street - Suite 4 P.O. Box 898 Dover, DE 19903 Securities & Exchange Commission Attn: Office of the General Counsel (Bankruptcy) Centeral Regional Office 1801 California Street, Suite 1500 Denver, CO 80202-2656 Securities & Exchange Commission New York Regional Office Attn: George S. Canellos, Regional Director 3 World Financial Center, Suite 400 New York, NY 10281 The Rush Family Trust UTD May 8, 1985 Jeffrey L. Rush, Trustee Attn: Evan Stone, Esq. 12348 High Bluff Drive, Suite 100 San Diego, CA 92130 U.S. Secretary of Treasury Attn: Office of the General Counsel (Bankruptcy) 1500 Pennsylvania Avenue, NW Washington, DC 20220 US Dept. of the Interior Bureau of Reclamation Attn: President, Officer or Managing Agent Great Plains P.O. Box 301506 Los Angeles, CA 90030-1506 David Wilhelm 97 Main Street Suite E202 Edwards, CO 81632

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