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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO In re: CORDILLERA GOLF CLUB dba The Club at Cordillera Debtor. ) ) ) ) ) )

Case No. 12-24882 ABC Chapter 11

APPLICATION TO EMPLOY DICKINSON, PRUD'HOMME, ADAMS & INGRAM AS SPECIAL COUNSEL FOR THE DEBTOR

Cordillera Golf Club dba The Club at Cordillera (the "Debtor"), by and through its counsel, respectfully submit their Application to Employ Dickinson, Prud'Homme, Adams & Ingram, LLP as Special Counsel for the Debtor, and states as follows: 1. On June 26, 2012 (the "Petition Date"), the Debtor filed its voluntary petition for relief under chapter 11 of title 11 U.S.C., as amended (the "Bankruptcy Code"), in the United States Bankruptcy Court for the District of Delaware (the "Delaware Court") commencing bankruptcy case number 12-11893. The Debtor is operating its business and managing its properties as a debtor-in-possession pursuant to 1107(a) and 1108 of the Bankruptcy Code. On July 6, 2012, the United States Trustee filed its Notice of Appointment of Committee of Unsecured Creditors forming the Official Committee of Unsecured Creditors. 2. On July 16, 2012, venue of the case was transferred to the United States Bankruptcy Court for the District of Colorado, commencing bankruptcy case number 12-24882ABC. 3. On or about July 10, 2012, the Debtor filed its Motion for Order Authorizing the Debtor to Retain, Employ, and Compensate Certain Professionals Utilized in the Ordinary Course of Business in the Delaware Court (the "Motion"), which included the employment of Dickinson, Prud'Homme, Adams & Ingram, LLP ("Dickinson"). On or about July 20, 2012, this Court denied the Motion but permitted the Debtor to seek employment of professionals by submission of individual employment applications. 4. Since late 2010 Dickinson has provided necessary legal representation and services to the Debtor. Dickinson continues to represent and defend the Debtor in (1) the class action lawsuit brought against the Debtor, Foley, et. al. v. Cordillera, et. al., pending at Eagle County District Court, Case No. 2011CV552 (Dickinson is not lead counsel in this matter); (2) Gillman v. Cordillera, pending at Eagle County Court, Case No. 2011C567; (3) Edinburg & Kaye v. Cordillera, pending at Eagle County Small Claims Court, Case No. 11S145, appealed to

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Eagle County District Court, Case No. 12CV358; and (4) Kyle v. Cordillera, Eagle County Small Claims Court, Case No. 2012S87 (collectively, the "Litigation Matters"). 5. The Debtor seeks authorization to employ the law firm of Dickinson as special counsel in this bankruptcy case to assist the Debtor and bankruptcy counsel for the Debtor, and continue to represent the Debtor in connection with the Litigation Matters. The fees and expenses of Dickinson are paid by the Debtor's insurance provider, Zurich; however, the Debtor submits this employment application out of an abundance of caution in the event the Debtor incurs direct fees and expenses for the work performed by Dickinson. 6. Dickinson has been representing insurers, corporate defendants, medical professionals, and truckers in civil cases, including business matters for over fifty years. Each of their four partners has over 25 years of civil litigation experience. The Debtor has selected the firm of Dickinson by reason of their expertise and experience in business litigation matters and history with the Debtor, and believes that said attorneys are well qualified to represent the Debtor in the Litigation Matters and any matters related thereto. 7. Pursuant to 11 U.S.C. 327(e), the Debtor may employ, with this Court's approval, for a specified special purpose, "an attorney that has represented the debtor, if in the best interest of the estate, and if such attorney does not represent or hold any interest adverse to the debtor or to the estate with respect to the matter on which such attorney is to be employed." The application to employ Dickinson satisfies both criteria. 8. First, the Debtor believes that the employment of Dickinson as special counsel to represent the Debtor in the Litigation Matters would be in the best interest of the creditors and the bankruptcy estate. If the Debtor was required to retain new counsel, the Debtor would be required to expend substantial amounts for new counsel to familiarize itself with the relevant issues and there would be resulting delays. The Debtor believes that Dickinson is well-qualified to represent the Debtor in the matters in which it is to be employed as special counsel and its familiarity with those matters is of great value to the estate. 9. Second, Dickinson does not hold or represent any interest adverse to the Debtor or to the bankruptcy estate with respect to the Litigation Matters. 10. Employment of Dickinson as special counsel for the Debtor is therefore proper pursuant to 11 U.S.C. 327(e). 11. As stated in the Affidavit of Robert P. Ingram (the "Affidavit"), attached hereto and incorporated herein by reference, to the best of his knowledge, Dickinson does not hold or represent any interest adverse to the Debtor or the estate on the matters for which it is to be employed except as stated therein, and Dickinson does not have any connection or conflict of interest with the Debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee's Office, or any person employed in the Office of the United States Trustee except as stated in the Affidavit.

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12. Dickinson has agreed to represent the Debtor in connection with the Litigation Matters, and the rate for services provided by Dickinson is $161 per hour for attorneys who work on the Litigation Matters. 13. Dickinson follows the Zurich guidelines for expenses. Such expenses that are reimbursed by Zurich are set forth on the Affidavit. 14. No post-petition retainer has been received by Dickinson.

15. Dickinson has not made any agreement or reached any understanding with any other person for a division of any compensation which may be awarded herein, except as such compensation will be shared or otherwise distributed among the employees and owners of Dickinson. 16. To the extent the Debtor incurs fees and expenses for the work performed by Dickinson, Dickinson will make application to the Court under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and pursuant to orders of this Court for any payment of its postpetition fees and expenses from the Debtor. Dickinson is permitted, but not obligated, to apply for interim compensation as set forth in the Order Permitting Periodic Fee Applications and Prescribing Procedures [Docket Entry No. 231]. 17. The Debtor requests that the Order approving this application be granted nunc pro tunc to June 26, 2012. WHEREFORE, the Debtor respectfully requests that this Court enter an Order authorizing the Debtor to employ the law firm of Dickinson, Prud'Homme, Adams & Ingram as special counsel to the Debtor nunc pro tunc to June 26, 2012, pursuant to 11 U.S.C. 327(e), to represent the Debtor in the Litigation Matters and any matters related thereto, and for such other and further relief as the Court deems appropriate.

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Respectfully submitted, Dated: September 4, 2012 SENDER & WASSERMAN, P.C. /s/ David V. Wadsworth Harvey Sender, #7546 David V. Wadsworth, #32066 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Telephone: 303-296-1999 Facsimile: 303-296-7600 Email: sender@sendwass.com; dvw@sendwass.com Counsel for Debtor and Debtor in Possession -andChristopher 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

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

Debtor.

AFFIDAVIT OF ROBERT P. INGRAM

STATE OF COLORADO COUNTY OF DENVER

) ss )

I, Robert P. Ingram, being first duly sworn upon oath, state and aver as follows: 1. I am an attorney licensed to practice in Colorado and Massachusetts and have been licensed since 1987. 2. I maintain an office at 730 Seventeenth Street, Suite 730, Denver, Colorado 80201; telephone (303) 571-4428. I am a partner in the firm of Dickinson, Prud'Homme, Adams & Ingram ("Dickinson"). 3. Dickinson has been representing insurers, corporate defendants, medical professionals, and truckers in civil cases, including business matters for over fifty years. Each of their four partners have over 25 years of civil litigation experience. The partners and associates of Dickinson are experienced in the areas of corporate defense, malpractice defense and other civil litigation matters and have the necessary qualifications to represent Cordillera Golf Club dba The Club at Cordillera (the "Debtor") in connection with the legal matters more fully described herein. 4. Since late 2010 Dickinson has provided necessary legal representation and services to the Debtor. Dickinson continues to represent and defend the Debtor in ( l) the class action lawsuit brought against the Debtor, Foley, et. a/. v. Cordillera, et. al., pending at Eagle County District Court, Case No. 2011CV552 (Dickinson is not lead counsel in this matter); (2) Gillman v. Cordillera, pending at Eagle County Court, Case No. 2011C567; (3) Edinburg & Kaye v. Cordillera, pending at Eagle County Small Claims Court, Case No. 11Sl45, appealed to Eagle County District Court, Case No. 12CV358; and (4) Kyle v. Cordillera, Eagle County Small Claims Court, Case No. 2012S87 (collectively, the "Litigation Matters"). 5. To the best of my knowledge and belief, neither Dickinson nor any employee of Dickinson represents or holds any interest adverse to the Debtor or the estate with respect to the matters on which Dickinson is to be employed.
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6. Pursuant to Fed.R.Bankr.P. 2014, Dickinson does not have any connection or conflict of interest with the Debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee's Office, or any person employed in the Office of the United States Trustee. 7. Zurich. The fees and expenses of Dickinson are paid by the Debtor's insurance provider,

8. Dickinson has agreed to represent the Debtor in connection with the Litigation Matters, and the rate for services provided by Dickinson is $161 per hour for attorneys who work on the Litigation Matters. 9. Dickinson follows the Zurich guidelines for expenses. The following expenses are reimbursed by Zurich: A. Internal a) Photocopying up to 10 cents per page - The per-page photocopy rate, the date copies were made and the number of copies made should be noted on the bill. b) Actual long distance telephone charges - Bills should indicate that telephone charges are long distance (v. local) to qualify for payment. c) Actual long distance telephone charges associated with outgoing facsimiles. Insurer will not reimburse any per-page charges for outgoing or incoming facsimiles. B. External a) Reasonable travel expenses, including airline transportation not to exceed coach fares -Actual meal allowance not to exceed $60.00 per day; Reasonable reimbursement for rental car expense, not to include additional insurance. b) Mileage is reimbursable for round trips greater than 50 miles. Parking is reimbursable. c) Messenger delivery and air freight/courier (e.g., Federal Express, Airborne Express, UPS, etc.) expenses only if incurred due to circumstances outside the law firm's control. d) Court filing fees, jury fees and witness fees. e) Expenses incurred for the production of litigation exhibits. Counsel should discuss with the assigned claim professional in advance the need for and anticipated cost of such exhibits. f) Expenses for services provided by contractors or other non-employees of the law firm - Counsel should discuss with the assigned claim professional in advance the need for and anticipated cost of such contract personnel. g) Expert and investigator expenses - Counsel should discuss with the assigned claim professional all anticipated expenses to be incurred by
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experts. Requests for the use of an expert should be accompanied by a proposal setting fourth the following information: (1) The purpose for the expert's involvement; (2) The nature of any examinations, tests, studies or other activities the expert will undertake; (3) A detailed budget for the proposed service; (4) The con-esponding rates and payment terms the expert expects; and (5) The expert's cun-ent curriculum vitae.
C. Documentation for internal and external expenses

a) b) c)

All bills for expenses must have available documentation for review upon our request. Single expenses of $100.00 or more must be accompanied by supporting documentation. All invoices must contain a detailed itemization by category, cost item and date.

10. Dickinson is not owed any money for services performed pre-petition for the Debtor by Dickinson.
11.

No post-petition retainer has been received by Dickinson.

12. Neither I nor Dickinson have made any agreement or reached any understanding with any other person for a division of any compensation which may be awarded herein, except as such compensation will be shared or otherwise distributed among the employees and owners of Dickinson. 13. The fees and expenses to be charged in this matter for which Dickinson is being employed and predicated upon nonnal charges and costs.

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14. I understand that to the extent the Debtor incurs fees and expenses for the work performed by Dickinson, Dickinson will make application to the Court under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and pursuant to orders of this Court for any payment of its post-petition fees and expenses from the Debtor. Dickinson is permitted, but not obligated, to apply for interim compensation as set forth in the Order Permitting Periodic Fee Applications and Prescribing Procedures [Docket Entry No. 231]. FURTHER AFFIANT SAITH NOT.

Subscribed and sworn to before me this

3t day of Aus,us..\- , 2012.

WITNESS my hand and official seal. My commission expires: ~.RfJle-

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO In re: CORDILLERA GOLF CLUB dba The Club at Cordillera Debtor. ) ) ) ) ) )

Case No. 12-24882 ABC Chapter 11

ORDER AUTHORIZING EMPLOYMENT OF DICKINSON, PRUD'HOMME, ADAMS & INGRAM AS SPECIAL COUNSEL FOR THE DEBTOR

THIS MATTER having come before the Court on Cordillera Golf Club's dba The Club at Cordillera's (the "Debtor") Application to Employ Dickinson, Prud'Homme, Adams & Ingram as Special Counsel for the Debtor (the "Application"), the Court having read the Application and examined the attached Affidavit of Robert P. Ingram, on behalf of Dickinson, Prud'Homme, Adams & Ingram, and being otherwise fully advised in the premises, hereby FINDS that Dickinson, Prud'Homme, Adams & Ingram neither holds nor represents an interest adverse to the Debtor or the estate with respect to matters within the scope of retention, and that their employment is necessary and in the best interest of the estate. The Court ORDERS that the Application is GRANTED. The Debtor is authorized to employ the firm of Dickinson, Prud'Homme, Adams & Ingram as special counsel to the Debtors nunc pro tunc to June 26, 2012, pursuant to 11 U.S.C. 327(e). The Court FURTHER ORDERS that to the extent the Debtor incurs fees and expenses for the work performed by Dickinson, Dickinson will make application to the Court under the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and pursuant to orders of this Court for any payment of its post-petition fees and expenses from the Debtor. Dickinson is permitted, but not obligated, to apply for interim compensation as set forth in the Order Permitting Periodic Fee Applications and Prescribing Procedures [Docket Entry No. 231]. DATED this day of _______________, 2012. BY THE COURT:

__________________________ U.S. BANKRUPTCY JUDGE

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