IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Cordillera Golf Club, LLC, dba

The Club at Cordillera. Debtor. Chapter 11 Case No.: 12-11893 (CSS)

Related Docket Nos. 69, 71, 77, 78, 92, 93, 95, 141 Hearing Date: July 16, 2012 at 10:00 a.m. EDT Objection Deadline: July 11 at 12:00 p.m. EDT

AMENDED1 WITNESS AND EXHIBIT LISTS OF THE MOVING PARTIES2 IN CONNECTION WITH THEIR MOTIONS TO TRANSFER VENUE OF THIS CASE TO THE DISTRICT OF COLORADO Pursuant to the Courts July 5, 2012 Order [D.I. 71], the Moving Parties hereby submit their amended witness and exhibit lists (the Witness and Exhibit Lists) in connection with their motions to transfer venue of this case to the United States Bankruptcy Court for the District of Colorado. EXHIBITS3 1. Chapter 11 Voluntary Petition (with attachments) [D.I. 1, 6/26/12] 2. Declaration of Daniel L. Fitchett, Jr., in Support of Chapter 11 Petition and First Day Relief [D.I. 2, 6/26/12] 3. Debtors Consolidated Creditor Matrix [D.I. 10, 6/26/12] 4. Complaint of Debtor for Declaratory and Injunctive Relief under Section 362 of the Bankruptcy Code or Sections 105 and 362 of the Bankruptcy Code, or, Alternatively, a Preliminary Injunction under Rule 7065 of the Bankruptcy Rules [D.I. 57, Adv. D.I. 1, 7/2/12]. 5. Debtors Emergency Motion: (1) To Enforce and Extend the Automatic Stay Pursuant to Section 362(a) of the Bankruptcy Code or (2) for Injunctive Relief under Section 362 of the Bankruptcy Code or Sections 105 and 362 of the Bankruptcy Code, or, Alternatively,
1 2

Amended items appear in bold.

The Moving Parties are (i) Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson, and Kevin B. Allen, Individually and as Representatives of a Certified Class of Members, (ii) Cordillera Property Owners Association, Inc. and Cordillera Metropolitan District, and (iii) Alpine Bank. For ease of reference, the exhibit references herein correspond to the tabs in the binder of Exhibits submitted to the Court
3

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a Preliminary Injunction under Rule 7065 of the Bankruptcy Rules on an Interim Basis Through and Including July 27, 2012, Subject to Further Extension [Adv. D.I. 3, 7/2/12]. 6. Summary of Location of Creditors by State (attached as Exhibit A to motion of Cordillera Property Owners Association, Inc. and Cordillera Metropolitan District [D.I. 78, 7/5/12]) 7. Map of Cordillera Valley Club 8. Map of Cordillera Open Space Parcels 9. Amended and Restated Bylaws of Cordillera Property Owners Association, Inc. 10. Amended and Restated Articles of Incorporation of Cordillera Property Owners Association, Inc. 11. Amended and Restated Declaration of Protective Covenants, Conditions, and Restrictions for Cordillera 12. Second Amendment to the Amended and Restated Declaration of Protective Covenants, Conditions, and Restrictions for Cordillera 13. Third Amendment to the Amended and Restated Declaration of Protective Covenants, Conditions, and Restrictions for Cordillera 14. Alpine Loan Agreement 15. Alpine Note 16. Alpine Deed of Trust 17. Alpine Collateral Assignment of Contracts 18. Alpine Collateral Assignment and Security Agreement Covering Agreements, Permits and Contracts 19. Alpine Collateral Assignment and Security Agreement Covering Golf Membership Revenues 20. Alpine Commercial Pledge Agreement 21. Alpine Commercial Security Agreement 22. Alpine UCCs 23. Alpine Allonge and Amendment to Loan Documents 24. Alpine Wilhelm Guaranty 25. Alpine WFP Investments Guaranty 26. April 5, 2012 Order of the United States District Court for the District of Colorado Making Order to Show Cause Absolute, Declining Jurisdiction Over Action and Remanding to Eagle County District Court (Civil Action No. 12-cv-0351) 27. The Club at Cordillera Membership Plan as Amended and Restated December 15, 1995 28. The Club at Cordillera Membership Plan as Amended and Restated September 1, 1999 29. The Club at Cordillera Membership Plan as Amended and Restated in Its Entirety Effective July 31, 2009 30. The Club at Cordillera Membership Plan, As Amended and Restated in its Entirety Effective December 1, 2011. 31. The Club at Cordillera Rules and Regulations as Amended and Restated September 1, 1999. 32. The Club at Cordillera Rules and Regulations, dated December 1, 2011. 33. Addendum to Application for Membership Privileges (Premier Memberships) 34. January 17, 2012 Order of the District Court for Eagle County, Colorado for Issuance of Contempt Citation (Case No. 2011CV552).

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35. Declaration of Cheryl M. Foley (attached as Exhibit A to Certified Class Members Motion to Transfer Venue [D.I. 69, 7/3/12]) 36. Declaration of Nanette Kuich (attached as Exhibit B to motion of Cordillera Property Owners Association, Inc. and Cordillera Metropolitan District [D.I. 78, 7/5/12]) 37. Declaration of Lois M. Van Deusen (attached as Exhibit C to motion of Cordillera Property Owners Association, Inc. and Cordillera Metropolitan District [D.I. 78, 7/5/12]) 38. Notice of Appointment of Committee of Unsecured Creditors [D.I. 86, 7/6/12] 39. Plaintiffs Initial Privilege Log in Cordillera Golf Club, LLC, et al. v. Cordillera Transition Corporation, Inc., et al. pending in District Court, Eagle County, Colorado, Case No. 2011CV456. 40. Application of Cheryl Foley for Membership Privileges in the Club at Cordillera 41. Defendants Spreadsheet of Members Less Honorary, Employees and Forfeitures, USDC Colorado, Case No. 12-cv-00351, filed 3/22/12. 42. Debtor's Schedules [D.I. 155, 7/11/12] 43. Debtor's Statement of Financial Affairs [D.I. 156, 7/11/12] 44. Supplement Re Budget to Emergency Motion of the Debtor for Entry of Interim and Final Orders Pursuant to 11 U.S.C. 105, 361, 362, 363(c), 364(c), 364(d), and 364(e) and Fed. R. Bankr. P. 2002, 4001 and 9014 (I) Authorizing Debtor to Obtain Post-Petition Secured Financing, (II) Granting Security Interests and Superpriority Administrative Expense Claims, (III) Granting Adequate Protection to Pre-Petition Secured Parties, (IV) Authorizing the Use of Cash Collateral as Provided Herein, and (V) Scheduling a Final Hearing [D.I. 96, 7/9/12] 45. Transcript of Deposition of Daniel L. Fitchett, Cordillera Golf Club, LLC, No. 1211893 (Bankr. D. Del. July 13, 2012) 46. Complaint, Cordillera Golf Club, LLC v. Cordillera Transition Corp., Inc., No. 2011-CV-456 (Co. Dist. Ct., Eagle County May 24, 2011) 47. CPOA Defendants Answer to Plaintiffs Complaint, Cordillera Golf Club, LLC v. Cordillera Transition Corp., Inc., No. 2011-CV-456 (Co. Dist. Ct., Eagle County Nov. 21, 2011) 48. Supplemental Affidavit of Ronald N. Yordi, Cheryl M. Foley v. Cordillera Golf Club, LLC, No. 12-CV-0351 (D. Col. Mar. 22, 2012) WITNESSES A. Nanette Kuich, President of the Board of Directors of the Cordillera Metropolitan District. B. Michael Glass, Branch President of Alpine Bank, Vail Branch C. Charles Jackson of Morgan Lewis & Bockius, Class Representative in Litigation pending in the District Court for Eagle County, Colorado (Case No. 2011CV552)

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Dated: July 15, 2012

ASHBY & GEDDES /s/ Ben Keenan William P. Bowden (#2553) Ricardo Palacio (#3765) Benjamin W. Keenan (#4724) 500 Delaware Avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899 Phone : 302-654-1888 Fax : 302-654-2067 E-Mail : rpalacio@ashby-geddes.com and SHERMAN & HOWARD L.L.C. Peter A. Cal Mark L. Fulford 633 17th Street, Suite 3000 Denver, CO 80202 Phone: 303-297-2900 Fax: 303-298-0940 E-Mail: pcal@shermanhoward.com mfulford@shermanhoward.com ATTORNEYS FOR CORDILLERA PROPERTY OWNERS ASSOCIATION, INC. AND CORDILLERA METROPOLITAN DISTRICT

and

RICHARDS, LAYTON & FINGER, P.A.

/s/ __Zachary I. Shapiro ____________________ Mark D. Collins (No. 2981) Zachary I. Shapiro (No. 5103) One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700

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Facsimile: (302) 651-7701 Email: collins@rlf.com shapiro@rlf.com and APPEL & LUCAS, P.C. Garry R. Appel 1660 17th Street, Suite 200 Denver, Colorado 80202 Telephone: (303) 297-9800 Email: Appelg@appellucas.com ATTORNEYS FOR THE MEMBER REPRESENTATIVES and BALLARD SPAHR LLP /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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