Case:12-24882-ABC Doc#:522 Filed:10/05/12

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UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO In re CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera, Tax ID / EIN: 27-0331317 Debtor. Case No. 12-24882 ABC Chapter 11

NOTICE OF HEARING AND RIGHT TO OBJECT ON JOINT MOTION 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 OBJECTION DEADLINE: OCTOBER 19, 2012 NOTICE IS HEREBY GIVEN that the Debtor and Debtor-in-Possession, Cordillera Golf Club, LLC, dba The Club at Cordillera (the Debtor), and the Official Committee of Unsecured Creditors appointed in the Bankruptcy Case (as defined herein) of Cordillera Golf Club, LLC (Committee), by and through their undersigned counsel, have filed a Joint Motion 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 Joint Motion) and summarized in the Relief Requested below. YOU ARE HEREBY NOTIFIED that the matter has been set for hearing by the Honorable A. Bruce Campbell to be held on October 23, 2012, at 1:30 p.m. (Mountain Time) in Courtroom C205, Byron G. Rogers United States Courthouse, 1929 Stout Street, Denver, Colorado, 80202 (the "Court"). Debtor has provided notice of the Joint Motion by either electronic mail, facsimile, or first class mail to the parties set forth on the Order on Motion to Limit Notice [Docket No. 474]. Copies of all pleadings filed in the Debtors case, including a complete copy of the Motion and Bid Procedures proposed in the Joint Motion ("Bid Procedures"), are available at the following website: www.omnimgt.com/cordilleragolfclub. Additional copies, including a copy of Joint Motion and the Bid Procedures, which have not been included with this Notice due to voluminous nature of same, will be provided upon request.

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Case:12-24882-ABC Doc#:522 Filed:10/05/12

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PLEASE TAKE FURTHER NOTICE that if you oppose the Joint Motion or object to the requested relief your objection must be filed on or before the objection deadline stated above (October 19, 2012), served on the movant at the address indicated below, and must state clearly all objections and any legal basis for the objections. The Court will not consider general objections. In the absence of a timely, substantiated objection by an interested party, the Court may approve or grant the requested relief without any further notice to creditors or other interested parties. IF ANY PARTY WISHES TO APPEAR BY TELEPHONE, THE FOLLOWING PROCEDURES SHALL APPLY: Counsel/parties shall contact the Court at 720.904.7499 within ten minutes prior to the time of the hearing. The meeting ID is 1116, followed by the # sign. Provide your name at the prompt, then press the # sign. You will be connected into the Courts conference call line. Court may be in session on matters scheduled prior to your hearing. Please mute your telephone and remain silent on the line until your case is called. RELIEF REQUESTED On September 12th and 13th, 2012, the Debtor, the Committee, Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson, Kevin B. Allen, as representatives of a certified class in Case Number 11CV552, pending in the District Court of Eagle County, Colorado (collectively, the Member Representatives), the Cordillera Property Owners Association, Inc., a Colorado not for profit corporation (CPOA), Cordillera Transition Corporation, the Cordillera Metropolitan District, David Wilhelm, Alpine Bank, and certain other parties in interest participated in an extensive mediation, with Deborah D. Williamson serving as mediator ("Mediator"), in an effort to resolve their disputes regarding the administration of the Bankruptcy Case, certain litigation pending among the Debtor, its members, D. Wilhelm and others, and the Debtor's efforts to restructure its affairs generally. Following such mediation, on September 24, 2012, the parties executed a Term Sheet ("Term Sheet") outlining a global settlement ("Global Settlement") that provides for, among other things, a sale process for the Debtors operating assets. The Global Settlement, as set forth in the Term Sheet, contemplates the sale of the Debtor's "operating assets," comprising substantially all of the assets of the Debtor's estate ("Operating Assets"). In order to effectively conduct the sale of the Operating Assets, the parties seek this Courts approval of the Bid Procedures proposed in the Joint Motion. The moving parties will be filing a plan that contemplates the sale process outlined in the Joint Motion and Bid Procedures. Accordingly, by the Joint Motion, the Debtor and Committee respectfully request the entry of an order: (i) approving the Bid Procedures; (ii) approving and fixing the date, time and place for an auction of the Operating Assets ("Auction"); (iii) approving the form of Asset Purchase Agreement for the sale of the Operating Assets to the Successful Bidder (as defined in the Bid Procedures); (iv) scheduling a final hearing to approve the sale free and clear of all liens (except for certain statutory liens and recorded covenants, declarations and easements; and (v) approving the form and manner of notices of the Bid Procedures, the Auction, and final hearing to approve the sale to the ultimate purchaser; and (vi) granting related relief.

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RESPECTFULLY SUBMITTED, Date: October 5, 2012 FOLEY & LARDNER LLP By: /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 -andSENDER & WASSERMAN, P.C. Harvey Sender, #7546 1660 Lincoln Street, Suite 2200 Denver, CO 80264 Telephone: 303-296-1999 Facsimile: 303-296-7600 Email: sender@sendwass.com ATTORNEYS FOR DEBTOR AND DEBTOR-IN-POSSESSION -ANDHOLLAND & HART LLP By: /s/ Risa Lynn Wolf-Smith Risa Lynn Wolf-Smith, #15835 Clarissa M. Raney, #40374 HOLLAND & HART LLP 555 Seventeenth Street, Suite 3200 Denver, Colorado 80202 Telephone: 303-295-8000 Facsimile: 303-295-8261 rwolf@hollandhart.com cmraney@hollandhart.com -andMUNSCH HARDT KOPF & HARR, P.C. Russell L. Munsch (admitted PHV) Texas Bar No. 14671500 Joseph J. Wielebinski (admitted PHV) Texas Bar No. 21432400 Jay H. Ong (admitted PHV) Texas Bar No. 24028756 Zachery Z. Annable (admitted PHV) Texas Bar No. 24053075 3800 Lincoln Plaza 500 N. Akard Street Dallas, Texas 75201-6659 Telephone (214) 855-7500 Facsimile (214) 978-4335 ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

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