10000001209

4852-5095-2719.3

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE

In re

CORDILLERA GOLF CLUB, LLC1 dba The Club at Cordillera, Debtor.

Chapter 11 Case No. 12-11893 (CSS) Hearing Date: July 27, 2012 at 1:00 p.m. (ET) Objection Deadline: July 20, 2012 at 4:00 p.m. (ET)

APPLICATION OF THE DEBTOR AND DEBTOR IN POSSESSION FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT

OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE

The above-captioned debtor and debtor-in-possession (the "Debtor") hereby applies to

this Court (this "Application") for entry of an order ("Order"), in substantially the form attached

hereto as Exhibit "A", authorizing and approving the retention and employment of Foley &

Lardner LLP (the "Firm" or "Foley & Lardner") as general bankruptcy counsel to the Debtor in

this Chapter 11 Case, nunc pro tunc to the Petition Date (as defined below), pursuant to Section

327(a) of title 11 of the United States Code, 11 U.S.C. §§101-1532 as amended (the "Bankruptcy

Code") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules")

and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware (the "Local Rules"). In support of this

Application, the Debtor relies upon the Declaration of Christopher Celentino (the "Celentino

Declaration") attached hereto as Exhibit "B". In further support of this Application, the Debtor

respectfully states:

1 The Debtor in this chapter 11 case, and the last four digits of its employer tax

identification number, is XX-XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, Colorado 81632.

2 4852-5095-2719.3

JURISDICTION

1. This Court has jurisdiction over this Application under 28 U.S.C. §§157 and 1334

and the Amended Standing Order of Reference from the United States District Court for the

District of Delaware, dated as of February 29, 2012. This matter is a core proceeding within the

meaning of 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with Article

III of the United States Constitution. Venue of this proceeding and this Application in this

District is proper under 28 U.S.C. §§1408 and 1409.

2. The statutory bases for the relief requested herein are Bankruptcy Code Section

327(a) and Rule 2014 of the Bankruptcy Rules and Rule 2014-1 of the Local Rules.

BACKGROUND

3. On June 26, 2012 (the "Petition Date"), the Debtor filed its voluntary petition for

relief under chapter 11 of the Bankruptcy Code (the "Chapter 11 Case"). 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. No trustee or examiner has been appointed in this Chapter 11

Case.

4. A description of the Debtor's business and the reasons for commencing this

Chapter 11 Case, and the relief sought from the Court to allow for a smooth transition into

chapter 11, are set forth in the Affidavit of Daniel L. Fitchett, Jr. in Support of Chapter 11

Petition and First Day Relief, filed on the Petition Date [Docket No. 2] (the "First Day

Affidavit").

5. The Firm was retained by the Debtor specifically for this Chapter 11 proceeding

pursuant to an engagement agreement dated June 21, 2012 (the "Engagement Agreement").

RELIEF REQUESTED

6. By this Application, the Debtor seeks entry of an order by this Court authorizing

(a) the Debtor to employ and retain the Firm as its general bankruptcy counsel with regard to the

filing and prosecution of this Chapter 11 Case effective nunc pro tunc to the Petition Date; and

(b) the Firm's continued representation, in some instances as special and/or advisory counsel in

3 4852-5095-2719.3

related matters, and other completely unrelated matters, of the Debtor, David Wilhelm, WFP

Investments, LLC and certain of their respective affiliates and/or related entities as further set

forth in the Celentino Declaration; provided, however, that the Firm will only represent the

Debtor, and not David Wilhelm or WFP Investments, LLC or any of their affiliates and/or

related entities, in this Chapter 11 Case.

BASIS FOR RELIEF REQUESTED

A. Foley & Lardner's Qualifications as General Bankruptcy Counsel

7. The Debtor seeks to retain the Firm as its general bankruptcy counsel because of

the Firm's extensive experience and knowledge in the field of debtors' and creditors' rights and

business reorganizations under chapter 11 of the Bankruptcy Code, and the extensive and top-tier

national reputation of its Resort, Hospitality and Golf Industry Team. The Club owned and

operated by the Debtor has been represented by the Foley firm for many years. Moreover, in

preparing for this Chapter 11 Case, the Firm has become even more familiar with the Debtor's

business and affairs and many of the potential legal issues which may arise in the context of this

Chapter 11 Case. Accordingly, the Debtor believes that the Firm is both well qualified and

uniquely able to represent them as bankruptcy counsel in this Chapter 11 Case in a most efficient

and timely manner. The Debtor is also seeking to retain the firm of Young Conaway Stargatt &

Taylor LLP ("Young Conaway") as local bankruptcy counsel and conflicts counsel as further set

forth in the Celentino Declaration. The Firm and Young Conaway have discussed a division of

responsibilities and will make every effort to avoid duplication of effort in these cases.

B. Payment of Fees and Expenses

8. The Firm will seek Court approval of its compensation and reimbursement of its

actual, necessary expenses and other charges incurred by the Firm upon the filing of appropriate

applications for interim and final compensation and reimbursement pursuant to Sections 330 and

331 of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules. The principal attorneys

and paraprofessionals presently designated to represent the Debtor and their current standard

hourly rates are:

4 4852-5095-2719.3

a) Christopher Celentino, Partner $675

b) Mikel R. Bistrow, Partner $710

d) Erika Morabito, Partner $680

e) Kathryn M.S. Catherwood, Partner $615

f) Dawn A. Messick, Associate $440

g) Brittany Nelson, Associate $470

h) Matthew Riopelle, Associate $380

i) Caron C. Burke, Paraprofessional $225

j) Vicki L. Goldsmith, Paraprofessional $175

The hourly rates set forth above are subject to periodic adjustments to reflect economic and other

conditions. Other attorneys and paralegals may from time to time serve the Debtor in connection

with the matters herein described.

9. The hourly rates set forth above are the Firm's standard hourly rates for work of

this nature. It is the Firm's policy to charge its clients in all areas of practice for all other

expenses incurred in connection with a client's case. The expenses charged to clients include,

among other things, photocopy and facsimile, messenger and delivery service, online research,

travel, work processing, court costs, and search and filing fees, certain telephone charges and

overnight delivery charges. The Firm will charge the Debtor for these expenses in a manner and

at rates consistent with charges made generally to the Firm's other clients. The Firm's current

cost schedule is attached to the Celentino Declaration as Exhibit "D".

10. As set forth in the Celentino Declaration, the Firm has not shared or agreed to

share any of its compensation from the Debtor with any other person, other than as permitted by

Section 504 of the Bankruptcy Code.

C. Services to Be Provided

11. The professional services that the Firm will render to the Debtor include, but shall

not be limited to, the following:

5 4852-5095-2719.3

a) to provide legal advice with respect to the Debtor's powers and duties as

Debtor-in-Possession in the continued operation of their business (utilizing

the specialty expertise of the Firm's Resort, Hospitality and Golf Industry

Team), management of their properties and sale of their assets;

b) to prepare and pursue confirmation of a plan and approval of a disclosure

statement;

c) to prepare on behalf of the Debtor necessary applications, motions,

answers, orders, reports and other legal papers;

d) to appear in Court and to protect the interests of the Debtor before this

Court;

e) to prosecute for the Debtor and defend the Debtor in litigated matters that

may arise during the case;

f) to commence and conduct any and all litigation or other action necessary

or appropriate to assert rights held by the Debtor; and

g) to perform all other legal services for the Debtor which may be necessary

and proper in this proceeding.

D. Bankruptcy Rule 2014 Disclosure

12. To the best of the Debtor's knowledge, and except as disclosed herein and in the

Celentino Declaration, the Firm has not represented the Debtor's creditors, or any other parties-

in-interest, or their respective attorneys, in any matter relating to the Debtor or the estate.

Subject to the connections disclosures set forth in the Celentino Declaration, the Firm is a

"disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code in that

the Firm, its partners, counsel and associates:

a) are not creditors, equity security holders, or insiders of the Debtor;

b) are not and were not, within two (2) years before the Petition Date,

directors, officers, or employees of the Debtor; and

6 4852-5095-2719.3

c) do not have an interest materially adverse to the interests of the Debtor's

estate or of any class of the Debtor's creditors or equity security holders,

by reason of any direct or indirect relationship to, connection with, or

interest in, the Debtor, or for any other reason.

13. For the above reasons, the Debtor submits that the Firm's employment is

necessary and in the best interests of the Debtor and the estate.

E. The Firm's Continued Representation of the Debtor, David Wilhelm, WFP

Investments, LLC and Certain of Their Affiliates.

14. As set forth in detail in the Celentino Declaration, the Firm has in the past and is

currently representing the Debtor, David Wilhelm, WFP Investments, LLC and certain of their

respective affiliates and/or related entities in matters related to the Debtor and its golf course and

other properties, and has also represented one or more of these entities in completely unrelated

matters. The Debtor respectfully requests herein that the Court authorize the continued

representation, in some instances as special and/or advisory counsel in related matters, and other

completely unrelated matters, of the Debtor, David Wilhelm, WFP Investments, LLC and certain

of their respective affiliates and/or related entities as set forth more fully below and in the

Celentino Declaration, as the interests of those entities are aligned with Debtor related to those

representations; provided, however, that the Firm will only represent the Debtor, and not David

Wilhelm or WFP Investments, LLC or any of their affiliates and/or related entities, in this

Chapter 11 Case; and further, provided, that such persons and entities shall secure separate and

independent counsel to represent their interests in this Chapter 11 Case. Indeed, the Firm is

aware that David Wilhelm has retained James Holman of Duane Morris LLP to represent his

interests in this Chapter 11 Case.

15. The Debtor does not believe that the Firm's past, present and future representation

of the entities set forth in the Celentino Declaration will be detrimental to the concurrent

representation of certain of the same and do not believe that such representation or involvement

poses any conflict of interest or "disinterestedness" issues. Out of an abundance of caution,

7 4852-5095-2719.3

however, the Firm sought and secured a waiver of any past, present and/or future conflicts of

interest from the Debtor, David Wilhelm, WFPI, the WFP Cordillera, Cordillera Golf Holdings,

CGH, Cordillera Development, LLC, Mayacama Lot 24, LLC and Patrick Wilhelm (the "Waiver

Entities") so that the Firm can represent the Debtor in this Bankruptcy Case. Pursuant to the

terms of the waiver, the Firm will not represent any of the Waiver Entities in connection with

any controversy or dispute involving the Debtor nor will the Firm represent any of the Waiver

Entities in connection with any controversy or dispute should one arise between any one or more

of the Waiver Entities in any matter. The Firm does not, nor will it, represent any of the Waiver

Entities, other than the Debtor, in the Debtor's Bankruptcy Case.

16. The bankruptcy attorneys working on this Chapter 11 Case have not worked on

any of the matters involving the Debtor (except as it may relate to the Bankruptcy Case), David

Wilhelm, WFP Investments, LLC and any of the Waiver Entities or certain of their respective

affiliates and/or related entities.

17. Mr. Wilhelm is an alleged secured creditor, with a scheduled claim of

$7,260,629.41 against the Debtor. The Firm does not represent Mr. Wilhelm in this Chapter 11

Case. Mr. Wilhelm is represented by James J. Holman at Duane Morris LLP, who is likewise

competent and highly ethical, and can and will assist Mr. Wilhelm in dealing with any creditor or

the Debtor.

18. The Debtor has reviewed and have approved of the Firm's representation

arrangements.

NOTICE

19. The Debtor will provide a copy of this Application to: (a) the Office of the United

States Trustee; (b) the United States Securities and Exchange Commission; (c) the Office of the

United States Attorney for the District of Delaware; (d) the Internal Revenue Service; (e) the

Debtor's twenty (20) largest unsecured creditors; (f) the Debtor's cash management banks, (g)

counsel to prepetition secured lenders, (h) counsel to proposed post-petition secured lender; (i)

any statutory committee appointed in these proceedings and/or any counsel so selected to

represent said committee; and G) all parties requesting notice pursuant to Bankruptcy Rule 2002.

In light of the nature ofthe reliefrequested, the Debtor submits that no further notice is required

or needed under the circumstances. A copy of the Application is available on the Court's website

(www.deb.uscourts.gov) and the website established by the Claims Agent for the Debtor's

Chapter 11 Case (www.omnimgt.com/cordilleragolfclub). Additional copies ofthe Application are

available by contacting:

Michael R. Nestor Josenh M. Barry

l 000 N. King Street Rodney Square Wilmington, Delaware 1980 1 Telephone; p02) 571-6600 Facsimile: (302) 571-1253

NO PRIOR REQUEST

20. No prior application for the relief requested herein has been made to this or any

other Court.

WHEREFORE, the Debtor respectfully requests that this Court enter the Order,

substantially in the form attached hereto as Exhibit A, authorizing and approving the retention of

Foley & Lardner LLP as general bankruptcy counsel to the Debtor in this Chapter 11 Case, nunc

pro tunc to the Petition Date, pursuant to Section 327(a) the Bankruptcy Code and Rule 2014 of

the Bankruptcy Rules.

Dated: June 10,2012 Wilmington, Delaware

4852-5095-2719.3 8

Daniel L. Fitchett, Jr. Chief Executive Officer ofDebtor and Debtor in Possession

01:12274699.1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Cordillera Golf Club, LLC,1 dba The Club at Cordillera, Debtor.

Chapter 11 Case No. 12-11893 (CSS) Hearing Date: July 27, 2012 at 1:00 p.m. (ET) Objection Deadline: July 20, 2012 at 4:00 p.m. (ET)

NOTICE OF APPLICATION

TO: (A) THE OFFICE OF THE UNITED STATES TRUSTEE; (B) THE OFFICE OF THE

UNITED STATES ATTORNEY FOR THE DISTRICT OF DELAWARE; (C) COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS; (D) COUNSEL TO PREPETITION SECURED LENDERS; (E) COUNSEL TO PROPOSED POST-PETITION SECURED LENDER; AND (F) ALL PARTIES THAT HAVE REQUESTED NOTICE PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2002

PLEASE TAKE NOTICE that the above-captioned debtor and debtor in

possession (the “Debtor”) has filed the attached Application of the Debtor for an Order Authorizing the Retention and Employment of Foley & Lardner LLP as General Bankruptcy Counsel for the Debtor Nunc Pro Tunc to the Petition Date (the “Application”).

PLEASE TAKE FURTHER NOTICE that responses, if any, to the Application must be filed with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before July 20, 2012 at 4:00 P.M. (ET) (the “Objection Deadline”). At the same time, you must serve a copy of your response upon the undersigned counsel.

PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE APPLICATION WILL BE HELD ON JULY 27, 2012 AT 1:00 P.M. (ET) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR, COURTROOM NO. 6, WILMINGTON, DELAWARE 19801.

1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.

2

01:12274699.1

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING.

Dated: Wilmington, Delaware July 10, 2012

FOLEY & LARDNER LLP Christopher Celentino (CA No. 131688) Mikel Bistrow (CA No. 102978) Erika Morabito (VA No. 44369) Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: (619) 234-6655 Facsimile: (619) 234-3510 -and- YOUNG CONAWAY STARGATT & TAYLOR, LLP /s/ Donald J. Bowman, Jr. . Michael R. Nestor (No. 3526) Joseph M. Barry (No. 4221) Donald J. Bowman, Jr. (No. 4383) Justin P. Duda (No. 5478) Rodney Square 1000 N. King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Proposed Counsel for Debtor and Debtor in Possession

4852-5095-2719.3

EXHIBIT "A"

Proposed Order

4838-4566-5551.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re

CORDILLERA GOLF CLUB, LLC1 dba The Club at Cordillera, Debtor.

Chapter 11 Case No. 12-11893 (CSS) Ref. Docket No. ___

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE

DEBTOR NUNC PRO TUNC TO THE PETITION DATE

Upon consideration of the Application2 of the Debtor for entry of an order authorizing the

Debtor to retain and employ the law firm of Foley & Lardner LLP (the "Firm") as its general

bankruptcy counsel, pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of the

Bankruptcy Rules and Rule 2014-1 of the Local Rules; and it appearing that the relief requested

is in the best interests of the Debtor's estates, its creditors, and other parties in interest; and it

appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334;

and it appearing that this Application is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and

upon the Celentino Declaration in support thereof; and this Court being satisfied based on the

representations made in the Application and the Celentino Declaration that said attorneys

represent no interest adverse to the Debtor's estate with respect to the matters upon which they

are to be engaged, that they are disinterested persons as that term is defined under section

101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and



2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.

2 4838-4566-5551.1

that their employment is necessary and in the best interests of the Debtor's estate; and due and

sufficient notice of the Application having been given; and it appearing that no other or further

notice need be provided; and after due deliberation and sufficient cause therefore,

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:

1. The Application is GRANTED.

2. In accordance with Section 327(a) of the Bankruptcy Code, the Debtor, as debtor

and debtor-in-possession, is hereby authorized to retain and employ the firm of Foley & Lardner

LLP as its general bankruptcy counsel on the terms set forth in the Application, the Celentino

Declaration and the Engagement Agreement, effective nunc pro tunc to the Petition Date.

3. The Firm shall be entitled to allowance of compensation and reimbursement of

expenses upon the filing and approval of interim and final applications pursuant to the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court and such other orders as

this Court may direct.

4. The Debtor is authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application, the Celentino Declaration and

the Engagement Agreement.

5. The Firm's continued representation, including as special and/or advisory counsel

in the CTC Litigation and the Member Lawsuit (as defined in the Celentino Declaration) and

other unrelated matters, of the Debtor, David Wilhelm, WFP Investments, LLC and certain of

their respective affiliates and/or related entities as further set forth in the Celentino Declaration is

hereby authorized; provided, however, that the Firm will only represent the Debtor in this

Chapter 11 Case.

6. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order.

Dated: July Wilmington, Delaware

CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

4852-5095-2719.3

EXHIBIT "B"

Celentino Declaration

4852-1241-7551.5

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re CORDILLERA GOLF CLUB, LLC1 dba The Club at Cordillera, Debtor.

Chapter 11 Case No. 12-11893 (CSS)

DECLARATION OF CHRISTOPHER CELENTINO IN SUPPORT OF APPLICATION OF THE DEBTOR AND DEBTOR IN POSSESSION FOR AN

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE

DEBTOR NUNC PRO TUNC TO THE PETITION DATE PURSUANT TO BANKRUPTCY CODE SECTION 329, RULES 2014 AND

2016(B) OF THE BANKRUPTCY RULES AND LOCAL RULE 2016-1

I, Christopher Celentino, declare as follows:

1. I am an attorney duly admitted to practice before this Court. See Order Granting

Motion Pro Hac Vice [Dkt. No. 27]. I am a partner of the law firm Foley & Lardner LLP

("Firm" or "FL"), proposed counsel for Debtor and Debtor-in-Possession Cordillera Golf Club,

LLC dba The Club at Cordillera (hereinafter "Applicant" or "Debtor") in the above-captioned

matter.

2. The facts stated below are personally known to me, except for those matters based

upon information and belief and as to those, I believe them to be true. If called as a witness, I

could and would competently testify to the truth of such facts.

3. The Firm was retained by the Debtor specifically for this Chapter 11 proceeding

pursuant to an engagement agreement dated June 21, 2012.



2 4852-1241-7551.5

4. The Firm is a large, prestigious international firm which has been serving United

States communities since 1842. As is common in a large firm, the Firm has represented clients

who have some connection to parties involved in the above captioned case (the "Bankruptcy

Case"). At my direction, the Firm has performed a search in its computerized conflict resolution

system for the Debtor, its creditors and other parties in interest in the Bankruptcy Case provided

to the Firm.

5. To the best of my knowledge, information and belief, neither the Firm, nor any of

its partners has any interest in the estate of this Debtor, except as otherwise set forth herein.

Similarly, to the best of my knowledge, information and belief, neither the Firm, nor any of its

partners or associates represent any interest adverse to this estate with respect to the matters for

which the Firm is to be employed and appointed, except as otherwise set forth herein.

6. I believe the Firm is a "disinterested person" as that term is defined in Section

101(14) of the Bankruptcy Code in that the Firm, its partners, counsel and associates:

a) are not creditors, equity security holders, or insiders of the Debtor;

b) are not and were not, within two (2) years before the Petition Date,

directors, officers, or employees of the Debtor; and

c) do not have an interest materially adverse to the interests of the Debtor's

estate or of any class of the Debtor's creditors or equity security holders,

by reason of any direct or indirect relationship to, connection with, or

interest in, the Debtor, or for any other reason.

7. Consistent with Bankruptcy Rule 2014, I have chosen to disclose each and every

"connection" the Firm may have to such creditors or parties in interest in the Bankruptcy Case,

adopting the broadest possible definition of the word "connection." I am confident that there do

not exist any conflicts, potential conflicts or other connections between the Firm and creditors or

parties in interest that would impact the retention of the Firm under the standards for

employment of general bankruptcy counsel as set forth in Section 327(a) of title 11 of the United

States Code, as amended (the "Bankruptcy Code"). Nevertheless, set forth below is a complete,

detailed discussion and disclosure of each "connection" the Firm may have with creditors or

3 4852-1241-7551.5

parties in interest. The Firm will supplement this Declaration with any necessary disclosures of

further connections identified to creditors and other parties of interest in this Bankruptcy Case

from time to time, and as appropriate under the relevant circumstances.

8. Notwithstanding the above, and out of an abundance of caution, to assist the

Debtor in analyzing matters related to any creditor or party in interest for which a waiver

agreement is sought and not granted regarding any such creditor or party in interest, the Debtor

has retained Young Conaway Stargatt & Taylor ("Young Conway") as its local counsel in this

Bankruptcy Case; and, in that connection, to the extent necessary or appropriate in the

Bankruptcy Case, Young Conaway has agreed to also serve as "conflicts" counsel to advise the

Debtor on any matter or issue that the Firm - in the exercise of the most conservative analysis -

cannot, will not or should not otherwise so advise the Debtor or, alternatively, which can be

more efficiently handled by Young Conaway. Young Conaway has a distinguished reputation, is

among the most ethical and competent attorneys in Delaware, and can and will aggressively

represent the Debtor adverse to these creditors, or any other creditor or party in interest, in this

Bankruptcy Case if needed.

A. Connection with Debtor, David Wilhelm, WFP Investments, LLC and their

Respective Affiliates.

9. The Firm has in the past represented, and is currently representing, WFP

Cordillera, LLC, a Delaware limited liability company ("WFP Cordillera") in various matters,

including those related to the Debtor and its properties. David A. Wilhelm ("Wilhelm")

currently holds all of the membership interests in WFP Cordillera. WFP Cordillera in turn is the

holder of all of the membership interests in Cordillera Golf Holdings, LLC, a Delaware limited

liability company ("Cordillera Golf Holdings"). There are certain individuals and entities

(including Wilhelm), who may hold economic interests in Cordillera Golf Holdings, but who do

not hold membership interests. Cordillera Golf Holdings in turn holds all of the membership

interests in the Debtor. WFP Cordillera is also a guarantor under the Alpine Bank Loan and the

Rush/Cordillera Loan described below and, as is customary in such multi-party transactions, the

4 4852-1241-7551.5

Firm served as special counsel only to WFP Cordillera (for purposes of issuing the closing

opinion) in connection with those loan transactions.

10. The Firm has in the past represented, and in certain cases is currently

representing, Cordillera Golf Holdings in matters related to the Debtor and its properties.

Cordillera Golf Holdings is also a guarantor under the Alpine Bank Loan and the

Rush/Cordillera Loan described below and, as is customary in such multi-party transactions, the

Firm served as special counsel only to Cordillera Golf Holdings (for purposes of issuing the

closing opinion) in connection with those loan transactions.

11. Additionally, the Firm has in the past, and in some cases is currently, representing

other entities affiliated with WFP Cordillera, including, without limitation, the Debtor and CGH

Manager, LLC, a Delaware limited liability company ("CGH") in matters relating to the Debtor

and its properties as well as unrelated matters (WFP Cordillera, Cordillera Golf Holdings, CGH

and all other entities affiliated with the Debtor shall be referred to herein as the "Debtor

Affiliated Entities"). CGH is the non-member Manager of WFP Cordillera, Cordillera Golf

Holdings and the Debtor. CGH does not conduct any separate business activities.

12. The Firm has in the past represented, and is currently representing, Wilhelm and

WFP Investments, LLC ("WFPI"), and their respective affiliates (collectively, the "Wilhelm

Affiliated Entities"), in connection with various matters, both related and unrelated to the Debtor

and its properties, including matters relating to the Mayacama Golf Club, located in Sonoma,

California, Roaring Fork Club, located in Basalt, Colorado, Chileno Bay, located in Cabo San

Lucas, Mexico, and Starkdale Farms, located in Duchess, New York, as well as other projects

and matters. Neither WFPI nor any of the Wilhelm Affiliated Entities have any ownership

interest in the Debtor. However, WFPI and Wilhelm are guarantors under the Alpine Bank

Loan and the Rush/Cordillera Loan described below. At the request of the Debtor, as is

customary in such multi-party transactions, the Firm served as special counsel only to WFPI and

Wilhelm (for purposes of issuing the closing opinion), in connection with those loan

transactions.

5 4852-1241-7551.5

13. The Firm has in the past represented, and is currently representing, the Debtor in

connection with the Debtor's Alpine Bank Loan, in the original principal sum of approximately

$13.7M, secured by certain of the Debtor's assets and properties (the "Alpine Bank Loan"). The

Alpine Bank Loan is guaranteed by Wilhelm, WFPI and certain of the Debtor Affiliated Entities.


connection with Wilhelm's loan to the Debtor, in the original principal sum of approximately

$7.75M, secured by certain of the Debtor’s assets and properties ("Wilhelm/Cordillera Loan").

The Firm is not representing Wilhelm in connection with the Wilhelm/Cordillera Loan. In this

regard, Wilhelm has retained separate legal counsel to represent him in connection with the

Wilhelm/Cordillera Loan.


connection with Dr. Jeffrey Rush's loan to Wilhelm, in the original principal sum of

approximately $3.75M ("Rush/Cordillera Loan"). The Debtor, certain of the Debtor Affiliated

Entities, WFPI and Wilhelm are all guarantors of the Rush/Cordillera Loan. The Debtor

Affiliated Entities, WFPI and Wilhelm have all retained separate legal counsel to represent them

in connection with the Rush/Cordillera Loan. Furthermore, Dr. Jeffrey Rush has retained

separate legal counsel to represent him in connection with the Rush/Cordillera Loan.

16. The Firm appears to have in the past, and/or appears to be currently representing

one or more other affiliated entities, including Cordillera Development, LLC; Mayacama Lot 24,

LLC; CVC GP, LLC; Valley Golf, LLC; Cordillera Valley Club Investors, LP; Cordillera F&B,

LLC; Summit Food And Beverage, LLC; Mountain F&B, LLC; and CVC Management, LLC;

CL Wind Rose Holdings, LLC; 32 Winds LLC; Roaring Fork Mountain Lodge – Aspen, LLC;

Roaring Fork Mountain Lodge – Snowmass, LLC; Wind Rose Dutchess, LLC; Wind Rose

Snowmass Building 11, LLC; Mayacama Golf Club, LLC; Maycama Investments, LLC; Roaring

Fork Club, LLC; CLA Mayacama Holdings, LLC; Mayacama Holdings, LLC; Cordillera

Mayacama Investors LLC; Cordillera Summit Golf, Inc.; Cordillera Club Properties LLC; and

Cordillera Valley Club Investors Limited in connection with various matters relating to the

matters described above and/or as well as other projects or matters. Some of these entities are

6 4852-1241-7551.5

now dissolved. Specifically: (a) Cordillera Development, LLC was formed to undertake certain

of the development activities at Cordillera; (b) Cordillera Development LLC has not in the past,

and is not currently, involved in any business activities; and (c) CVC GP LLC, Valley Golf,

LLC, Cordillera Valley Club Investors, LP, Cordillera F&B, LLC, Summit Food and Beverage,

LLC; Mountain F&B, LLC; and CVC Management, LLC; Cordillera Summit Golf, Inc.;

Cordillera Club Properties LLC; and Cordillera Valley Club Investors Limited, were all formed

previously in connection with the prior ownership, or in connection with the acquisition, of the

Cordillera Golf Club – none of these entities are currently active and have all been dissolved, or

will be dissolved in the near future; and (d) Mayacama Lot 24, LLC, CL Wind Rose Holdings,

LLC; 32 Winds LLC; Roaring Fork Mountain Lodge – Aspen, LLC; Roaring Fork Mountain

Lodge – Snowmass, LLC; Wind Rose Dutchess, LLC; Wind Rose Snowmass Building 11, LLC;

Mayacama Golf Club, LLC; Maycama Investments, LLC; Roaring Fork Club, LLC; CLA

Mayacama Holdings, LLC; Mayacama Holdings, LLC; Cordillera Mayacama Investors LLC, are

all entities that were formed in connection with other projects unrelated to the Debtor and have

no involvement with respect to the Debtor, other than in connection with the Premier/Charter

Membership Program described below.

17. The Debtor previously offered and sold certain Premier and Charter

Memberships. These memberships entitle the holder, and certain designated family members, to

have access to and to play golf at other private clubs owned or controlled by Wilhelm including,

Mayacama Golf Club, Sonoma, California and Roaring Fork Club, Basalt, Colorado (Wilhelm

no longer owns or controls Roaring Fork Club) ("Premier/Charter Membership Program").

18. The Firm has in the past and is currently serving as advisory counsel to WFP

Cordillera, Cordillera Golf Holdings, the Debtor and Wilhelm in connection with the prosecution

of the pending litigation against the Cordillera Transition Corporation Inc., et. al. (the "CTC

Litigation"). The Firm is serving as advisory counsel only and is not currently named as

attorneys of record in the CTC Litigation, and anticipates remaining in an advisory capacity role

as the outcome of that case may be relevant to the Chapter 11 proceeding.

7 4852-1241-7551.5

19. On May 24, 2011, the Debtor filed the CTC Litigation complaint in the District

Court for Eagle County, Colorado. As set forth in further detail in the Affidavit of Daniel L.

Fitchett, Jr., in Support of Chapter 11 Petition and First Day Relief, filed on June 26, 2012

[Docket No. 2] (the "First Day Affidavit"), and incorporated herein by reference, the Debtor's

case turns upon a series of actions taken by a sub-group of Club (defined below) members in

furtherance of an apparent strategy to discredit the Debtor, incite Club member resignations,

damage the Debtor financially and reputationally, and ultimately seize ownership of the Club at a

substantially discounted valuation. See First Day Affidavit at Paragraph 35.

20. The CTC Litigation complaint asserts seven causes of action for (1) Tortious

Interference with Contract; (2) Tortious Interference with Prospective Business Advantage; (3)

Colorado Organized Crime Control Act; (4) Fraud; (5) Fraud in the Inducement; (6) Civil

Conspiracy/Collusion; and (7) Defamation. The parties presently are in midst of discovery.

Written discovery has been exchanged by all parties with approximately 145,000 pages of

documents produced in the case. The first series of depositions is scheduled to commence the

week of July 9, 2012 with additional depositions in the process of being scheduled. A three

week jury trial is set for April 1-19, 2013. Id. at Paragraph 36.

21. Later in June 2011, in response to the CTC Litigation, a class action suit was filed

against the Debtor and WFP Cordillera, Cordillera Golf Holdings, Wilhelm, WFPI, Patrick

Wilhelm, Cordillera F & B, LLC and CGH for breach of contract, alleging that management was

required to open all facilities. Foley, et. al. v. Cordillera Golf Club LLC, 2011 CV 552 filed in

Eagle County District Court, Colorado ("Member Lawsuit").2 Id. at Paragraph 37. Class

Plaintiffs seek return of all 2011 membership dues paid as well as an expedited refund of their

membership deposits. Id.

22. On May 4, 2012, the Debtor filed a motion to dismiss the securities claims that

were added by way of third amended complaint. Two other defendants filed a separate motion to

2 A named Plaintiff, Foley, has no relation to the Debtor's proposed counsel, Foley &

Lardner LLP.

8 4852-1241-7551.5

dismiss for failure to state facts upon which relief may be granted. A decision on both motions is

pending. Id. at Paragraph 38.

23. The Firm has in the past, and is currently serving as special counsel to WFP

Cordillera, Cordillera Golf Holdings, the Debtor, Wilhelm, WFPI, Patrick Wilhelm, Cordillera F

& B, LLC and CGH in connection with the defense the Member Lawsuit. Gordon & Rees is the

primary counsel in the Members Lawsuit (the insurance carrier, Zurich, designated Gordon and

Rees to handle the defense of the matter) and the Firm is only acting as special counsel. The

Firm is accepting partial payment from Zurich in partial satisfaction for services incurred on the

Defendants behalf regarding the Member Lawsuit. The Firm represents Aon Corporation against

Zurich in another matter. The Firm sought and secured an advance waiver of future conflicts

from the Defendants ("Advance Waiver"). Pursuant to the terms of the Advance Waiver, the

Firm will not represent any of the Defendants if any one of the Defendants disagree on an issue –

even if such disagreement does not rise to the level of a true conflict – and the Defendants are

not able to resolve such issue.

24. The Patrick D. Wilhelm Trust U/T/A April 5, 1996, appears to have been and

currently is affiliated with the Firm's representation of certain entities set forth above in one or

more matters. The Firm represents Patrick D. Wilhelm only as a nominal defendant in the

Member Lawsuit. The Firm does not and has not represented the foregoing trust in any matter.

25. As set forth in the Application, the Debtor seeks authorization for the Firm's

continued representation of the Debtor, David Wilhelm, WFP Investments, LLC and their

respective affiliates and/or related entities set forth above in the above matters including the CTC

Litigation and the Member Lawsuit; provided, however, that the Firm will only represent the

Debtor, and not David Wilhelm or WFP Investments, LLC or any of their affiliates and/or

related entities, in this Bankruptcy Case. Indeed, pursuant to the Advance Waiver referred to in

Paragraph 23 above, the Firm will withdraw from the representation of such entities in the

Member Lawsuit in the event of a conflict or controversy.

26. Van A. Tengberg, a partner in the Firm, is an Independent Manager of WFPI.

There are six Family Managers and three Independent Managers of WFPI. While the Firm does

9 4852-1241-7551.5

not believe this relationship has any effect on the within representation, Mr. Tengberg has

indicated a willingness to resign from such representation out of an abundance of caution should

the Court deem necessary or appropriate while the Bankruptcy Case is pending. Mr. Tengberg

does not have a membership or other economic interest in WFPI, Debtor, any of the WFPI

Affiliated Entities or any of the Debtor Affiliated Entities.

27. James Clark, a partner in the Firm, and/or his wife, is a member of the Cordillera

Golf Club, the club owned and operated by the Debtor (the "Club"). Mr. Clark has consented to

the Firm's representation of the Debtor herein.

28. The Firm is not a creditor of the Debtor and, likewise, the Debtor does not owe

any payments to the Firm for services rendered by the Firm. WFPI, Wilhelm, one or more of the

other WFPI Affiliated Entities and/or one or more of the Debtor Affiliated Entities set forth

above may owe payment for services rendered by the Firm, both prior to and after the petition

date.

29. The Firm does not believe that the Firm's past, present and future representation

of the entities set forth above will be detrimental to the concurrent representation of certain of the

same and does not believe the foregoing representation or involvement poses any conflict of

interest or "disinterestedness" issues; indeed, the Firm believes, because of its long-standing

relationship with the Debtor and its affiliates, the Firm is in a unique position to provide the most

valuable services to the Debtor. Out of an abundance of caution, however, the Firm sought and

secured a waiver of any past, present and/or future conflicts of interest from the Debtor, David

Wilhelm, WFPI, WFP Cordillera, Cordillera Golf Holdings, CGH, Cordillera Development,

LLC, Mayacama Lot 24, LLC and Patrick Wilhelm (the "Waiver Entities") so that the Firm can

represent the Debtor in this Bankruptcy Case. Pursuant to the terms of the waiver, the Firm will

not represent any of the Waiver Entities in connection with any controversy or dispute involving

the Debtor nor will the Firm represent any of the Waiver Entities in connection with any

controversy or dispute should one arise between any one or more of the Waiver Entities in any

matter. The Firm does not, nor will it, represent any of the Waiver Entities, other than the

Debtor, in the Debtor's Bankruptcy Case.

10 4852-1241-7551.5

30. The attorneys working on this Bankruptcy Case have not worked on any of the

matters involving the Debtor (except as it may relate to the Bankruptcy Case), David Wilhelm,

WFP Investments, LLC and certain of their respective affiliates and/or related entities.

B. Connections with Creditors and Parties in Interest.

(i) Connection with Current Active Client for Which a Conflict Waiver

Letter Has Been Obtained, or May be Sought.

a. David A. Wilhelm ("Wilhelm").

31. Wilhelm currently holds all of the membership interests in WFP Cordillera. WFP

Cordillera in turn is the holder of all of the membership interests in Cordillera Golf Holdings.

There are certain individuals and entities (including Wilhelm), who may hold economic interests

in Cordillera Golf Holdings, but who do not hold membership interests. Cordillera Golf

Holdings in turn holds all of the membership interests in the Debtor. Wilhelm is the sole

manager and Chief Executed Officer and President of CGH which is the sole manager of the

Debtor. Wilhelm is also Chairman of the Debtor.

32. The Firm has in the past represented, and is currently representing, Wilhelm as set

forth above. The Firm does not represent Wilhelm in this Bankruptcy Case. Wilhelm is an

alleged secured creditor with a scheduled claim of $7,260,629.41. For bankruptcy purposes, we

believe that this representation does not post any disinterested issue. Out of an abundance of

caution, however, the Firm has sought and secured waiver of any past, present and/or future

conflicts of interest from Wilhelm so that the Firm can represent the Debtor in this Bankruptcy

Case. Pursuant to the terms of the waiver, the Firm will not represent any of the Waiver Entities,

including Wilhelm, in connection with any controversy or dispute involving the Debtor nor will

the Firm represent any of the Waiver Entities, including Wilhelm, in connection with any

controversy or dispute should one arise between any one or more of the Waiver Entities in any

matter. The Firm does not, nor will it, represent Wilhelm in the Debtor's Bankruptcy Case.

33. Finally, Wilhelm, is represented by James J. Holman at Duane Morris LLP, who

is likewise competent and highly ethical, and can and will assist Wilhelm in dealing with any

creditor or the Debtor. I submit that this degree of separation of the Firm from Wilhelm is more

11 4852-1241-7551.5

than sufficient for these circumstances. The Debtor has reviewed and have approved of these

arrangements.

b. Wells Fargo Financial Leasing ("WFFL").

34. WFFL is an alleged secured creditor with an aggregate scheduled claim of

$24,891.15 against the Debtor. This amount is not material to either WFFL, and/or its affiliates,

or the Firm. The Firm does not currently represent WFFL in any matter. There is no conflict or

disinterestedness issues; nevertheless, because Rules 2014 requests "connections," this

connections is disclosed herein.

35. The Firm currently represents certain affiliates of WFFL including Wells Fargo

and Wells Fargo Bank, N.A. The Firm, however, does not represent WFFL or any of its

affiliates in any matter related to the Debtor in this Bankruptcy Case. The Firm appears to

represent an affiliate of WFFL (Wells Fargo Bank, National Association) in one or more non-

bankruptcy matters where it appears that (1) one or more affiliates of Home Depot Credit

(CitiFinancial, Inc. and Citigroup Global Capital Markets Inc.) are otherwise involved in one or

more of such matters; (2) an affiliate of US Bank (U.S. Bank, N.A.) is a co-client in one or more

of such matters; (3) an affiliate of US Bank (U.S. Bank, N.A.) is affiliated with Wells Fargo

Bank, N.A. in one or more of such matters; (4) an affiliate of US Bank (U.S. Bank, N.A.) is

otherwise involved in one or more of such matters; (5) an affiliate of US Bank (US Bank

National Association, as trustee for Citigroup Mortgage Loan Trust 2007-WFHE1, Asset-

Backed-Pass-Through Certificates, Series 2007-WFHE1) is otherwise involved in one or more of

such matters.

36. The Firm appears to represent an affiliate of WFFL (Wells Fargo Securities, LLC)

in a non-bankruptcy matter where it appears an affiliate of US Bank (US Bancorp) is affiliated

with Wells Fargo Securities, LLC in such matter.

37. For conflict of interest purposes, we believe that this representation does not pose

any conflict of interest. Out of an abundance of caution, however, the Firm may seek a waiver of

any potential conflict of interest from one or more of WFFL's affiliates, so that the Firm can

represent the Debtor in this Bankruptcy Case. It is believed that the affiliates of WFFL will

12 4852-1241-7551.5

execute the waiver as presented. At this time, it is not expected that the Firm has grounds to, or

will be asked to, object to the claim of WFFL, so any conflict is a potential conflict, at best. The

Firm will file a supplemental declaration with the Court advising that the executed waiver letter,

if necessary, has been received. Nevertheless, to assist the Debtor in analyzing matters related to

any creditor or party in interest for which a waiver agreement is sought and not granted,

including the potential issues with Wells Fargo and/or Wells Fargo Bank, N.A., the Debtor has

retained Young Conway as its conflicts counsel to advise the Debtor on any matter or issue that

Firm - in the exercise of the most conservative analysis - cannot, will not or should not otherwise

so advise the Debtor or, alternatively, which can be more efficiently handled by Young

Conaway.

c. Steven and June Smith.

38. Steven and June Smith are members of the Club operated and owned by the

Debtor. The Firm may currently represent, and may have represented, Mr. Smith and possibly

Mrs. Smith in one or more active matters. The Firm does not represent Mr. or Mrs. Smith in any

matter related to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. Smith are

alleged unsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00

against the Debtor. This amount is not material to either Mr. or Mrs. Smith or the Firm.


any conflict of interest. Out of an abundance of caution, however, the Firm will not seek a

waiver of any potential conflict of interest from Mr. and/or Mrs. Smith relative to this

Bankruptcy Case. Nevertheless, to assist the Debtor in analyzing matters related to any potential

issues with Mr. and/or Mrs. Smith, if any, the Debtor has retained Young Conaway as its

conflicts counsel to advise the Debtor on any matter or issue that Firm - in the exercise of the

most conservative analysis - cannot, will not or should not otherwise so advise the Debtor or,

alternatively, which can be more efficiently handled by Young Conaway.

d. Todd Alley.

40. Todd Alley is a member of the Club operated and owned by the Debtor. The

Firm appears to currently represent, and may have represented, Mr. Alley in one or more active

13 4852-1241-7551.5

matters. The Firm does not represent Mr. Alley in any matter related to the Debtor or other

parties in this Bankruptcy Case. Mr. Alley and Mrs. Alley are alleged unsecured creditors with

an aggregate scheduled disputed unsecured claim of $0.00. This amount is not material to either

Mr. Alley or Mrs. Alley or the Firm.



waiver of any potential conflict of interest from Mr. Alley and/or Mrs. Alley relative to this


issues with Mr. Alley and/or Mrs. Alley, if any, the Debtor has retained Young Conaway as its




e. Jack and Nancy Suarez.

42. Jack and Nancy Suarez are members of the Club operated and owned by the

Debtor. The Firm may currently represent, and may have represented, Mr. Suarez and/or Mrs.

Suarez in one or more active matters. The Firm does not represent Mr. or Mrs. Suarez in any

matter related to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. Suarez are

alleged unsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00

against the Debtor. This amount is not material to either Mr. or Mrs. Suarez or the Firm.

43. The Firm represents or represented one or more parties, in one or more non-

bankruptcy matters, that appear to be affiliated with Mr. and/or Mrs. Suarez in one or more

matters unrelated to the Debtor, this estate or other parties in this Bankruptcy Case. The Firm

represented a party that appears to be adverse to Mr. Suarez in a non-bankruptcy matter unrelated

to the Debtor, this estate or other parties in this Bankruptcy Case. The Firm represented a party

that appears to be adverse to Mrs. Suarez in a bankruptcy matter unrelated to the Debtor, this

estate or other parties in this Bankruptcy Case.



14 4852-1241-7551.5

waiver of any potential conflict of interest from Mr. and/or Mrs. Suarez relative to this


issues with Mr. and/or Mrs. Suarez, if any, the Debtor has retained Young Conaway as its




f. Mike White and Cathy White.

45. Mike and Cathy White are members of the Club operated and owned by the

Debtor. The Firm appears to currently represent, and may have represented, Mr. and Mrs. White

in one or more active matters. The Firm does not represent Mr. or Mrs. White in any matter

related to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. White are alleged

unsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00 against the

Debtor. This amount is not material to either Mr. or Mrs. White or the Firm.

46. The Firm represents a party, in a non-bankruptcy matter, that appears to be

affiliated with Mr. and Mrs. White in a matter unrelated to the Debtor, this estate or other parties

in this Bankruptcy Case. Mr. White further appears to be a other involved party in a matter

unrelated to the Debtor, this estate or other parties in this Bankruptcy Case.



waiver of any potential conflict of interest from Mr. White and/or Mrs. White relative to this


issues with Mr. White and/or Mrs. White, if any, the Debtor has retained Young Conaway as its




(ii) Connection with Current Client, No Waiver Necessary.

48. Because of its size and its tenure in this community, it is inevitable that one or

more creditors or parties in interest are clients of the Firm. No creditor in this case has retained

15 4852-1241-7551.5

the Firm, or is a Firm client, in this matter adverse to the Debtor. Each of the creditors or parties

in interest set forth below and as set forth on Exhibit "A" in the column titled "Client" attached

hereto and/or one or more of such creditors' and/or party in interest affiliates (collectively, the

"Current Clients"), as such affiliates were identified through the conflicts search described

above, appear to be clients of the Firm in one or more matters unrelated to the Debtor, this

Bankruptcy Case or any other party in interest in this case unless otherwise set forth herein. This

Firm may, from time to time, accept new cases from the Current Clients. The scheduled amount

of each claim of the Current Clients against the Debtor in this Bankruptcy Case are not material

to either the Current Client or the Firm.

49. For conflicts of interest purposes, we believe these representations do not pose

any conflict of interest. However, the Firm shall neither take any action directly adverse to the

Current Clients on behalf of the estate absent an executed written conflict waiver and subsequent

disclosure to this Court and parties in interest. If a waiver agreement is sought and not granted

from any of such Current Clients the Debtor has retained Young Conaway as its conflicts

counsel to advise the Debtor on any matter or issue that the Firm - in the exercise of the most

conservative analysis - cannot, will not or should not otherwise so advise the Debtor or,

alternatively, which can be more efficiently handled by Young Conaway. In no circumstances

will the Firm represent these Current Clients adverse to the Debtor.

a. U.S. Bank.

50. The Firm appears to represent U.S. Bank and/or one or more of its affiliates in

one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to

the disclosures on Exhibit "A" attached hereto, the Firm appears to represent an affiliate of U.S.

Bank (US Bancorp) in one or more non-bankruptcy matters where it appears that (1) American

Express is adverse in one or more of such matters; (2) an affiliate of Ford Motor Credit (Ford

Motor Company) is adverse in one or more of such matters; (3) an affiliate of Home Depot

Credit (Citibank, N.A.) is otherwise involved in one or more of such matters; and (4) an affiliate

of Toyota Financial Services (Toyota Motor Credit Corporation) is otherwise involved in one or

more of such matters.

16 4852-1241-7551.5

b. Aon Risk Services.

51. The Firm appears to represent Aon Risk Services and/or one or more of its

affiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In

addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to represent Aon

Risk Services and/or one or more of its affiliates in one or more non-bankruptcy matters where it

appears that (1) Zurich American and/or one or more of its affiliates is adverse in one or more of

such matters; (2) Zurich American and/or one or more of its affiliates is otherwise involved in

one or more of such matters; (3) an affiliate of AT&T Mobility (AT&T) is otherwise involved in

one or more such matters; and (4) Greenberg Traurig LLP is adverse in one or more of such

matters.

c. Textron Financial Corporation.

52. The Firm represents Textron Financial Corporation and/or one or more of its

affiliates in or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In

addition to the disclosures on Exhibit "A" attached hereto, the Firm represents Textron Financial

Corporation and/or one or more of its affiliates in a non-bankruptcy matter where it appears that

an affiliate of Callaway Golf (Callaway Golf Club LLC) is adverse to Textron Financial

Corporation in such matter.

d. Home Depot Credit.

53. The Firm appears to represent one or more of affiliates of Home Depot Credit in


the disclosures on Exhibit "A" attached hereto, the Firm appears to represent (1) an affiliate of

Home Depot Credit (Citigroup Global Markets, Inc.) in one or more non-bankruptcy matters

where it appears that an affiliate of US Bank (U.S. Bank National Assoc., as trustee) is adverse

in one or more of such matters; and (2) an affiliate of Home Depot Credit (Citigroup Global

Markets, Inc.) in one or more non-bankruptcy matters where it appears that an affiliate of US

Bank (U.S. Bank National Association) is adverse in one or more of such matters.

17 4852-1241-7551.5

e. CenturyLink.

54. The Firm appears to represent CenturyLink and/or one or more of its affiliates in


the disclosures on Exhibit "A" attached hereto, the Firm appears to represent an affiliate of

CenturyLink (CenturyTel, Inc.) in a non-bankruptcy matter where it appears that Level 3

Communications LLC is otherwise involved in such matter.

(iii) Connection with Former Client.

55. Each of the creditors or parties in interest set forth below and as set forth on

Exhibit "A" in the column titled "Former Client" attached hereto and/or one or more of such

creditors' or party in interest affiliates (collectively, the "Former Clients"), as such affiliates were

identified through the conflicts search described above, appear to be former clients of the Firm in

one or more matters unrelated to the Debtor, this Bankruptcy Case or any other party in interest

in this Bankruptcy Case unless otherwise set forth herein. The Firm is not currently engaged in

any active matter for the Former Clients unless otherwise set forth herein or on Exhibit "A".

The Firm does not possess any material or confidential information that prevents the Firm from

being directly adverse to the Former Clients in this Bankruptcy Case. Except as set forth herein,

the Firm has never represented, and will not represent, any of the Former Clients in any manner

related to the Debtor or the estate in this Bankruptcy Case.

56. For conflicts of interest purposes, we believe that these former representations do

not pose any conflict of interest. The Firm believes no waiver of any potential conflict of interest

from the Former Clients is required. The Firm may, from lime to time, take on new matters for

the Former Clients unrelated to the Debtor or the estate. If at any point such a waiver is

necessary, it is believed that the Former Clients would execute any waiver as presented. If a

waiver agreement is sought and not granted from any of such Current Clients the Debtor has

retained Young Conaway as its conflicts counsel to advise the Debtor on any matter or issue that

the Firm - in the exercise of the most conservative analysis - cannot, will not or should not

otherwise so advise the Debtor or, alternatively, which can be more efficiently handled by Young

Conaway. The Firm will supplement this declaration if, at any time, it appears a potential or an

18 4852-1241-7551.5

actual conflict may arise. None of these matters raise any conflict or disinterestedness issues;

nevertheless, because Rule 2014 requests "connections," these are disclosed herein.

a. Wells Fargo Financial Leasing ("WFFL").

57. The Firm currently represents certain affiliates of WFFL including Wells Fargo

and Wells Fargo Bank, N.A. The Firm, however, does not represent WFFL or any of its

affiliates in any matter related to the Debtor in this Bankruptcy Case. In addition to the

disclosures on Exhibit "A", the Firm appears to have represented an affiliate of WFFL (Wells

Fargo) in one or more non-bankruptcy matters where it appears (1) an affiliate of the

Professional Golfers Association (Professional Golf Association) is otherwise involved in one or

more of such matters; and (2) an of Dish Network Inc. (Blockbuster) is otherwise involved in

one or more of such matters.

b. OfficeMax Contract, Inc.

58. The Firm appears to have represented OfficeMax Contract, Inc. and/or one or

more of its affiliates in one or more matters unrelated to the Debtor, the estate and this

Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears

to have represented an affiliate of OfficeMax Contract, Inc. (OfficeMax, Inc.) in one or more

non-bankruptcy matters where it appears an affiliate of Dell Commercial Credit (Dell Computer

Company) was otherwise involved in one or more of such matter.

c. Toyota Financial Services.

59. The Firm appears to have represented Toyota Financial Services and/or one or



to have represented an affiliate of Toyota Financial Services (Toyota Motor Engineering &

Manufacturing North America, Inc.) in one or more non-bankruptcy matters where it appears (1)

an affiliate of Delaware, State of (University of Delaware) is adverse in one or more such

matters; and (2) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse in one or

more such matters.

19 4852-1241-7551.5

d. Airgas-Intermountain.

60. The Firm appears to have represented one or more affiliates of Airgas-

Intermountain in one or more matters unrelated to the Debtor, the estate and this Bankruptcy

Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have

represented an affiliate of Airgas-Intermountain (Airgas, Inc.) in one or more non-bankruptcy

matters where it appears (1) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse

in one or more such matters; and (2) an affiliate of John Deere Credit (John Deere Company) is

adverse in one or more such matters.

e. U.S. Bank.

61. The Firm appears to have represented U.S. Bank and/or one or more of its


addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented

an affiliate of U.S. Bank (US Bancorp) in one or more non-bankruptcy matters where it appears

that (1) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse in one or more of

such matters; (2) an affiliate of Pepsi Bottling Group (Pepsi Cola Bottling Co.) is adverse in one

or more of such matters; (3) an affiliate of Principal Financial Group (Principal Life Insurance

Company) is otherwise involved in one or more of such matters; and (4) an affiliate of Orix

Corporate Capital, Inc. (Orix Financial Services, Inc.) is otherwise involved in one or more of

such matters.

f. Ford Motor Credit.

62. The Firm represented Ford Motor Credit and/or one or more of its affiliates in one

or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the

disclosures on Exhibit "A" attached hereto, the Firm appears to have represented an affiliate of

Ford Motor Credit (Ford Motor Company) in one or more non-bankruptcy matters where an

affiliate of John Deere Credit (Deere & Company) is otherwise involved in one or more of such

matters. These matters are unrelated to the Debtor, the estate and this Bankruptcy Case.

20 4852-1241-7551.5

g. Home Depot Credit.

63. The Firm appears to have represented one or more of its affiliates of Home Depot

Credit in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In


(1) an affiliate of Home Depot Credit (Citibank, N.A.) in one or more non-bankruptcy matters

where it appears that Shearman & Sterling is otherwise involved in one or more of such matters;

(2) an affiliate of Home Depot Credit (Citicorp Services, Inc.) in one or more non-bankruptcy

matters where it appears that Shearman & Sterling is otherwise involved in one or more of such

matters; (3) an affiliate of Home Depot Credit (Citibank) in one or more non-bankruptcy matters

where it appears that Shearman & Sterling is otherwise involved in one or more of such matters;

and (4) an affiliate of Home Depot Credit (Citigroup Global Markets, Inc.) in one or more non-

bankruptcy matters where it appears that an affiliate of US Bank (U.S. Bancorp Piper Jaffray

Inc.) is a co-client and/or otherwise affiliated in the matter(s) with Citigroup Global Markets,

Inc. in one or more of such matters.

h. Orix Corporate Capital, Inc.

64. The Firm appears to have represented Orix Corporate Capital, Inc. and/or one or



to have represented an affiliate of Orix Corporate Capital, Inc. (Orix Real Estate Capital, Inc.) in

one or more non-bankruptcy matters where it appears (1) an affiliate of Federal Express, Inc.

(Kinkos) is adverse in one or more of such matters; and (2) an affiliate of Office Depot Card Plan

(Office Depot, Inc.) is adverse in one or more of such matters.

i. DirecTV.

65. The Firm appears to have represented DirecTV and/or one or more of its affiliates

in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition

to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented DirecTV

in one or more non-bankruptcy matters where it appears an affiliate of the Pepsi Bottling Group

(Pepsi) is adverse in one or more of such matters.

21 4852-1241-7551.5

j. Aon Risk Services.

66. The Firm appears to have represented Aon Risk Services and/or one or more of its



Aon Risk Services and/or one or more of its affiliates in one or more non-bankruptcy matters

where it appears Zurich American and/or one or more of its affiliates is otherwise involved in

one or more of such matters.

k. TCF Financial Corporation.

67. The Firm appears to represent TCF Equipment Finance and/or one or more of its



TCF Equipment Finance and/or one or more of its affiliates in one or more non-bankruptcy

matters where it appears Zurich American and/or one or more of its affiliates is otherwise

involved in one or more of such matters.

(iv) Connections in Other Bankruptcy Cases.

68. The Firm has a long history of representing trustees, debtors and official creditor's

committees ("OCC") in bankruptcy cases. Because of the nature of the bankruptcy business

community, it is common for the same party to appear as a creditor of more than one debtor. The

creditors or parties in interest set forth on Exhibit "A" in the column titled "Adverse in

Bankruptcy Cases" attached hereto and/or one or more of such creditors' or party in interest

affiliates, as such affiliates were identified through the conflicts search described above, appear,

at one time or another, to have surfaced as creditors (or as otherwise adverse) in one or more

matters in which the Firm represented and/or currently represents a trustee, a debtor or OCC, and

in which the Firm's representation would have been or is technically adverse to such parties. The

scheduled claim against the Debtor of such creditors or parties in interest is immaterial to such

parties and the Firm. None of these matters are related to the Debtor, the estate or other parties

in this Bankruptcy Case unless otherwise set forth herein. None of these matters raise any

22 4852-1241-7551.5

conflict or disinterestedness issues; nevertheless, because Rule 2014 requests "connections,"

these are disclosed herein.

C. Adverse Representation in Non-Bankruptcy Cases.

69. The Firm has a long history of representing clients in litigation and other matters

throughout the United States, and abroad. Because of the nature of the business, it is not

uncommon for creditors or adversaries of the Debtor to also be creditors or adversaries of

unrelated Firm clients. This Firm appears to have represented or represents one or more parties

in one or more non-bankruptcy matters where such parties are adverse to one or more of the

creditors or parties in interest set forth below and as set forth on Exhibit "A" in the column titled

"Adverse in Non-Bankruptcy Cases" attached hereto and/or one or more of such creditors' or

party in interest affiliates, as such affiliates were identified through the conflicts search described

above. These matters are unrelated to the Debtor, the estate or other parties in this Bankruptcy

Case unless otherwise set forth herein. None of these matters raise any conflict or

disinterestedness issues; nevertheless, because Rule 2014 requests "connections," these are

disclosed herein.

a. Alpine Bank.

70. Alpine Bank is an alleged secured creditor to the Debtor, with an aggregate

scheduled secured claim of $12,763,500 against the Debtor. The Firm represents a party, in a

non-bankruptcy matter, that is adverse to Alpine Bank. This matter is unrelated to the Debtor,

this estate or other parties in this bankruptcy proceeding.

b. Member Lawsuit.

71. The Firm has in the past, and is currently acting as special counsel to WFP

Cordillera, Cordillera Golf Holdings, the Debtor, Wilhelm, WFPI, Patrick Wilhelm, Cordillera F

& B, LLC and CGH in connection with the defense of the pending class action suit related to the

Debtor and its properties brought by club members (referenced above as the "Member Lawsuit").

The plaintiff members adverse to the entities above of the Member Lawsuit are Thomas Wilner,

Jane Wilner, Cheryl M. Foley, Charles Jackson, Mary Jackson, and Kevin B. Allen. Alpine

Bank is an other involved party in the Member Lawsuit.

23 4852-1241-7551.5

c. CTC Litigation.

72. The Firm has in the past, and is currently acting as advisory counsel, to WFP

Cordillera, Cordillera Golf Holdings, the Debtor and David A. Wilhelm in connection with the

prosecution of the pending litigation against the Cordillera Transition Corporation, Inc.,

Cordillera Property Owners Association, Inc., Cordillera Valley Club Property Owners'

Association, Inc., Timber Sprints Property Owners' Association, Inc., Robert Vanourek, Denise

Delany, Gary Edwards, Raymond Oglethorpe, David Temin, Sarah Baker, Nelson Sims, Dick

Rothkopf, David Bentley, Elise Micati, Rick Smith, Glenn Bourland, Louise Van Dusen and

Roger Magid.

d. Colorado Department of Revenue.

73. The Firm appears to represent a party, in a non-bankruptcy matter, that is adverse

to an entity that appears to be an affiliate of the Colorado Department of Revenue where an

affiliate of Home Depot Credit (Citigroup) may also be involved in the matter. This matter is

unrelated to the Debtor, this estate or other parties in this bankruptcy proceeding.

D. Other Involved Connections.



uncommon for creditors or adversaries of the Debtor to also be otherwise involved in matters of

unrelated Firm clients. This Firm appears to have represented or represents one or more parties

in one or more matters where one or more of the creditors or parties in interest set forth below

and as set forth on Exhibit "A" in the column titled "Other Involved" attached hereto and/or one

or more of such creditors' or party in interest affiliates, as such affiliates were identified through

the conflicts search described above, appear to be otherwise involved in unrelated matters.

These matters are unrelated to the Debtor, the estate or other parties in this Bankruptcy Case

unless otherwise set forth herein. None of these matters raise any conflict or disinterestedness

issues; nevertheless, because Rule 2014 requests "connections," these are disclosed herein.

24 4852-1241-7551.5

a. Office Depot Card Plan; Staples Advantage and OfficeMax

Contract, Inc.

75. The Firm appears to have represented a party in a non-bankruptcy matter where it

appears that an affiliate of Office Depot Card Plan (Office Depot, Inc.), an affiliate of Staples

Advantage (Staples, Inc.) and an affiliate of OfficeMax Contract, Inc. (OfficeMax) were other

involved parties to such matter.

E. Client Affiliated Connections.



uncommon for creditors or adversaries of the Debtor to also be involved in matters as a client

affiliate of unrelated Firm clients. This Firm appears to have represented or represents one or

more parties in one or more matters where one or more of the creditors or parties in interest set

forth on Exhibit "A" in the column titled "Client Affiliated" attached hereto and/or one or more

of such creditors' or party in interest affiliates, as such affiliates were identified through the

conflicts search described above, appear to be affiliated with Firm clients in unrelated matters.

These matters are unrelated to the Debtor, the estate or other parties in this Bankruptcy Case

unless otherwise set forth herein. None of these matters raise any conflict or disinterestedness

issues; nevertheless, because Rule 2014 requests "connections," these are disclosed herein.

F. Connections with Other Counsel and Service Providers in the

Bankruptcy Case.

77. Other counsel and service providers in the Bankruptcy Case in which it appears

the Firm has connections are set forth on Exhibit "B" attached hereto. Attorneys at the Firm,

including myself, have had cases adverse to certain attorneys, and other service providers, and

their firms involved in this Bankruptcy Case (and in some cases, their former firm) in the past.

G. Similar Name/ Not Likely Same Creditor.

78. Because of the size of the Firm, with thousands of clients, it is to be expected that

the Firm represents persons or entities with names similar to those creditors or parties in this

Bankruptcy Case; however, as to each of the entities and individuals set forth on Exhibit "C"

25 4852-1241-7551.5

attached hereto, after reasonable and appropriate follow-up inquiry, we do not believe that the

creditor or party in this Bankruptcy Case is the same as a similarly named person or entity that is

a Firm client, former Firm client, or an adverse party to the same, or otherwise involved in an

unrelated matter. This connection has no bearing on the Firm's disinterestedness in this

Bankruptcy Case, but is disclosed out of an abundance of caution. To the extent that the entities

later prove to be related or the same, the scope of the representation was unrelated to the

proposed representation being provided by the Applicant. The Firm will apprize the Court if

they are found to be the same person and representation involves a potential or direct, adverse

claim.

H. United States Trustee.

79. Members of the Firm have had many cases with the Wilmington Office of the

United States Trustee over the years, and may know certain persons in that office personally.

I. Key Terms of Representation.

80. The professional services that the Firm will render to the Debtor include, but shall

not be limited to, the following:

a) to provide legal advice with respect to the Debtor's powers and duties as

Debtor-in-Possession in the continued operation of their business (utilizing

the specialty expertise of the Firm's Resort, Hospitality and Golf Industry

Team), management of their properties and sale of their assets;

b) to prepare and pursue confirmation of a plan and approval of a disclosure

statement;

c) to prepare on behalf of the Debtor necessary applications, motions,

answers, orders, reports and other legal papers;

d) to appear in Court and to protect the interests of the Debtor before this

Court;

e) to prosecute for the Debtor and defend the Debtor in litigated matters that

may arise during the case;

26 4852-1241-7551.5

f) to commence and conduct any and all litigation or other action necessary

or appropriate to assert rights held by the Debtor; and

g) to perform all other legal services for the Debtor which may be necessary

and proper in these proceedings.

81. The Firm will seek Court approval of its compensation and reimbursement of its

actual, necessary expenses and other charges incurred by the Firm upon the filing of appropriate

applications for interim and final compensation and reimbursement pursuant to Sections 330 and

331 of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules of Bankruptcy Practice

and Procedure of the United States Bankruptcy Court for the District of Delaware. The principal

attorneys and paraprofessionals presently designated to represent the Debtor and their current

standard hourly rates are:

a) Christopher Celentino, Partner $675

b) Mikel R. Bistrow, Partner $710

c) Erika Morabito, Partner $680

d) Kathryn M.S. Catherwood $615

e) Dawn A. Messick, Associate $440

f) Brittany Nelson, Associate $470

g) Matthew Riopelle, Associate $380

h) Caron C. Burke, Paraprofessional $225

i) Vicki L. Goldsmith, Paraprofessional $175

82. The hourly rates set forth above are subject to periodic adjustments to reflect

economic and other conditions. Other attorneys and paralegals may from time to time serve the

Debtor in connection with the matters herein described.

83. The hourly rates set forth above are the Firm's standard hourly rates for work of

this nature. It is the Firm's policy to charge its clients in all areas of practice for all other

expenses incurred in connection with a client's case. The expenses charged to clients include,

among other things, photocopy and facsimile, messenger and delivery service, online research,

travel, work processing, court costs, and search and filing fees, certain telephone charges and

overnight delivery charges. The Firm will charge the Debtor for these expenses in a manner and

at rates consistent with charges made generally to the Firm's other clients. The Firm's current

cost schedule is attached hereto as Exhibit "D".

84. The Firm has not received any compensation from the Debtor related to this

Bankruptcy Case.

85. Pursuant to Rule 2016(b) of the Bankruptcy Rules, the Firm has not shared or

agreed to share any of its compensation from the Debtor with any other person, other than as

permitted by Section 504 of the Bankruptcy Code.

86. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct. Executed this lOth day of July 2012, at San Diego, California.

""~ By:-=~--~~~~---------------Christopher Celentino

27 4852-1241-7551.5

28 4852-1241-7551.5

EXHIBIT "A"

Creditors and Parties in Interest

Exhibit ACreditors And Parties In Interest

Creditors and Parties In Interest Client Former ClientAdverse in

Bankruptcy CasesAdverse in Non‐Bankruptcy Cases

Other Involved Client Affiliated

Acushnet Company X X X XADP Total Source X XADP, Inc. X X X X XAirgas Intermountain X X X X XAmerican Express X X X X X XAmerican Towers Inc X X X XAON RISK SERVICES CENTRAL INC X X X X X XAT&T Mobility X X X X XATALAYA CAPITAL MANAGEMENT X X XBankserv XBEAVER CREEK GOLF CLUB XBEVERAGE DISTRIBUTORS XBig O Tires X XBMI BROADCAST MUSIC, INC. X XBushnell Outdoor Products X X XCallaway Golf X X XCenturylink X X X X X XCharles Reeves XColorado Dept. of Revenue X X X X XComcast Cable X X X X XCOUNTRY CLUB OF THE ROCKIES XCOX, CASTLE AND NICHOLSON LLP X XCSC Corporate Svc. Co. X X XDelaware Secretary of State X X X X XDELL COMMERCIAL CREDIT X X X X XDelta Dental X X X X XDEPARTMENT OF HUMAN SERVICES (COLORADO) XDIRECT TV X X X X X XDISH NETWORK INC X X XECCO USA, INC. X XEcolab, Inc. X X X XEKS&H XFEDERAL EXPRESS INC X X X X

4851-4465-8960.2 1





FERRELLGAS, INC. ‐ EAGLE 0428 X X XFOOTJOY X XFord Motor Credit X X X X XFORTRESS INVESTMENT GROUP, LLC X X X X XGear for Sports XGreenberg Traurig X X XHoly Cross Electric XHome Depot Credit X X X X X XIn the Swim X XIntegrated Technology XJohn Deere Credit, Inc. X X X X XJohnstone Supply XK2 Corporation XKASSBOHRER ALL TERRAIN VEHICLE XLaser Link Golf XLawson Products, Inc. X XLAZARD CAPITAL MARKETS, LLC X XLevel 3 Communications X XLONGROAD ASSET MANAGEMENT X XMcMaster‐Carr Supply Co. X XMizuno Golf Co. XNike USA, Inc. X X X XNORTHLIGHT FINANCIAL XOFFICE DEPOT CARD PLAN X X X XOffice Depot, Inc. XOfficemax Contract, Inc. X XORIX CORPORATE CAPITAL, INC. X X X X XORRISON DISTRIBUTING LTD. XPEPSI BOTTLING GROUP X X X X X XPEROT INVESTMENTS XPhiladelphia Insurance Co. X X X X X XPing, Inc. XPitney Bowes Global Fin. X X X X X XPLUMBING SYSTEMS, INC X

4851-4465-8960.2 2





Polo Ralph Lauren X X XPRECISION SMALL ENGINE CO INC X XPRINCIPAL FINANCIAL GROUP X X X X XPurchase Power Inc. X X XREPUBLIC NATIONAL DISTRIBUTING X XSage Software Inc. X X X XSHEARMAN &STERLING X X X XSIGNATURE CAPITAL X XSOUTHERN WINE & SPIRITS, INC. XSTAPLES ADVANTAGE X X X X XSUN LIFE FINANCIAL X X X XSUPREME INTERNATIONAL (PING) XSYSCO FOOD SERVICES OF DENVER X X X XTaylor Made Inc. X XTCF Equipment Finance X X X X X XTextron Financial Corp. X X X X XTHE CAWLEY COMPANY INC XTHE PROFESSIONAL GOLFERS ASSN X X XTHE ROSSIGNOL GROUP XTitleist XTMAX GEAR XToyota Financial Services X X X X X XUnited Parcel Service X X X XUS FOODSERVICE INC X X X X XUS Bank X X X X X XUS DEPT OF THE INTERIOR X X XUS Golf Association, Inc. XUSDA ‐ FOREST SERVICE X X XUSPS X X X X XVillage Market XVISION SERVICE PLAN ‐ (CO) X X XW.W. Grainger X X X X XWaste Management X X X X XWASTE MANAGEMENT OF CO, INC X

4851-4465-8960.2 3





Wells Fargo Financial Leasing X X X X X XWEST COAST TRENDS, INC. XZEE MEDICAL INC X XZEP MANUFACTURING CO. XZurich American X X X X X X

4851-4465-8960.2 4

29 4852-1241-7551.5

EXHIBIT "B"

Service Providers

Exhibit BService Providers

Service Providers Client Former ClientAdverse in



DUANE MORRIS LLP X X XPRICEWATERHOUSE A/K/A PWC X X X X XSIEGEL, AL X X X XWOMBLE CARLYLE SANDRIDGE & RICE, LLP XYOUNG CONAWAY STARGATT & TAYLOR, LLP X X X X

4848-2308-0976.1 1

30 4852-1241-7551.5

EXHIBIT "C"

Similar Name/ Not Likely Same Creditor

4819-2580-0464.1

Exhibit C

Firm Client, Adversary or Otherwise Involved

Creditor or Party in Interest with Similar Name

Ackerman, Charles Murray Ackerman, Charles

Ackerman, Charles and Joanne

Allen, Barry and Linda Allen, L.E. [Gene] Allen, Linda

Allen, Linda

Allen, Gregory J. Allen, Gregory

Allen, Gregory and Lorraine

Allen, J. Norman Allen, J. Walter and Tressa T.

Allen, Joshua

Allen, Kevin

Allen, Kevin, Mr. and Mrs.

Allen, Mark

Allen, Mark and Josie

American Tower, LLP Audit Committee of the Board of Directors of American Tower Corporation American Tower L.P.

American Towers Inc.

Anderson, Carl A. Anderson, Carl L., REV., M.S. Anderson, Clare M.

Anderson, Carl and Claire

Anderson, Jeff Anderson, Jeffrey B. and Christina A. Anderson, Jeffrey B. Anderson, Jeffrey S. Anderson, Jeffrey R. Anderson, Jeffrey A. Anderson, Rose M.

Anderson, Jeffrey and Roselyn

Anderson, Kristin D.

Anderson, Kristen

Aon Advisors, Inc. Aon Consulting, Inc. Capitated Network Aon

Aon Risk Services Central, Inc.

Apollo Housing Capital LLC Apollo Housing Capital Caesars Entertainment Corporation Hamlet Holdings LLC, a joint venture of

Apollo Investment Management, L.P.

2 4819-2580-0464.1



Apollo Management LP and TPG Capital LP Apollo Capital Management LP RBC Tax Credit Equity, LLC Royal Bank of Canada Apollo Capital Group International Apple, Susan K.

Apple, Susan

Arnold, Robert D. and Linda Jane Arnold, Robert I. and Kay K. Arnold, Robert Estate of Robert B. Arnold, Sr. Arnold, Robert J.

Overbeck Arnold, Robert and Joy

Art Hughes Golf, Inc.

Golf Art, LLC

Atalaya Funding II, LP

Atalaya Capital Management

Axilrod, Richard

Axilrod, Richard and Nancy

Bailey, Deborah and J. Michael

Bailey, Jared

Baker, Charles S. (Dr.) and Betty A.

Baker, Charles and Georgia

Barry, Jane Berry, Michael R. Barry, Michael Barry, Michael C. Berry, Michael

Barry, Michael and Janet

Barry, John P. Barry, M.D., John Barry, John and Lorraine Barry, John Barry, Jonathan Barry, John P. /Richards, Jr., Robert B. Parker, Jon Parker, Jonathan

Barry, John Parker

Barry, Joseph R., Estate

Barry, Joe

Barry, Katharine A. Barry, Kathleen Ann Berry, Kathryn Barry, Kathleen Barry, Kathleen C.

Barry, Michael and Kathy

Becker, Steven J.

Becker, Stephen

3 4819-2580-0464.1



Bentley, David M.

Bentley, David and Tracey

Berman, Debra

Burman, Gary & Debbie

Bernstein, Dave Bernstein, David

Bernstein, David and Kimberly

Bishop, Thomas L.

Bishop, Thomas and Trinda

Blair, Richard J. Blair, Jr., Richard W.

Blair, Richard and Nettie

Blattner, Jeffrey T. and Mardee

Blattner, Jeffrey and Annie

Blockbuster Entertainment Corporation Blockbuster U.K. Group, LTD. Blockbuster Video [Shirley, Holbrook, Medford & Coram, NY] Blockbuster Video Viacom, Inc. National Amusements, Inc. Paul Denario dba Blockbuster Video Blockbuster Video Locadora E. COM. RICO, LTDA, Blockbuster Video LTD. Blockbuster Video LTDA. Blockbuster Video, Inc. Blockbuster Video Blockbuster Videos, Inc. Blockbuster Blockbuster Childrens Amusement Corporation Blockbuster Computer Systems Corporation Blockbuster Promotions Dish Network Service LLC

Dish Network, Inc.

BNA U.S., Inc. (BNA) Bureau of National Affairs Inc. BNA Realty Advisors

BNA

Brady, Jr., William H. Brady, William W. Brady, William H. [Estate of] Brady, William J. Brady, William

Brady, Bill and Debbie

4 4819-2580-0464.1



Braun, Paul D. and Helen T.

Brun, Paul and Rebecca

Brook, Lawrence Brooks, Larry J.

Brooks, Laurence and Meredith

Brown M.D., Jeffrey A. Brown, Jeffrey F. & Ruby L. Brown, Jeffrey S. Brown, Jeff Brown, Jeffrey E. Brown, Jeffrey

Brown, Jeffery

Brown, Gerald G. and Brown, Janette B.Brown, Geri Brown, Jerry H. and Virginia A. Brown, Jerry Z. Brown, Jr., Gerald R. Brown, Jerry R. Brown, Gerald Brown, Jr., Jerry Brown, Jerry Windel Brown, Jerry L. Brown, Gerald, M.D. Brown, Jerry, Sr. Brown, Jerry Brown, Gerald C.

Brown, Jerry

Brown, Robert M. Brown, Robert, Irene Brown, Robert Brown, M.D., Robert W. Brown, Robert S. Brown, Robert Scot Brown, Robert W. Brown, Robert Brown, William L. and Mary Ann Mary Brown Testamentary Trust Brown, Mary Brown, Mary Lynn [M.D.]

Brown, Robert and Mary

Bryant, Debbie

Bryant, T. Lynn & Debbie

Bushnell Engineering Bushnell-Gage

Bushnell Outdoor Products

BWAB Limited Liability Company

BWAB Investments

Capital Bank and Trust Company Capital Guardian Trust Company

Guardian Capital Advisors

5 4819-2580-0464.1



Capital Guardian Research Co. Capital Guardian Trust Caran Precision Engineering and Manufacturing Corp. Precision Small Engine Controls Petersen Precision Engineering Co. Precision Engineered Products Jordan Company LLC Precision Engineering Industries, Inc. Precision Measurement Engineering, Inc. PME

Precision Small Engine Co. Inc.

Castellini, Robert H.

Castellini, Robert and Susan

Cawley International

The Cawley Company, Inc.

Charles D. Jones Charles Jones

Charles D. Jones Co., Inc.

Chase, Jonathan Chase, John Chase, John Mitchell, as Executor of the Estate of Donnie Hamilton Barden Chase, Cynthia C., Estate of Chase, William W. III and Cynthia

Chase, John and Cynthia

Citicorp [Shearman & Sterling] The Great Western Sugar Company (Shearman & Sterling

Shearman & Sterling

Clark, James James Clark

Clark, James and Martha

Clay, Mary

Clay, John and Mary

Cline, Mark E.

Cline, Mark and Becky

Clube Maxi Vida

Club Essential, Inc.

Cobra Golf, Inc.

Cobra Puma Golf Inc.

Cohen, Al Cohen, Alan H. Cohen, Alan D.

Cohen, Alan and Karen

6 4819-2580-0464.1



Cohen, Jean L. and Gary O. Cohen, Gary

Cohen, Gary and Lisa

Cole, Kathlyn P. Coleman, Kathleen

Cole, Kathleen

Coleman, William B. Coleman, III, William F.

Coleman, William and Elizabeth

Conley, J. Michael

Connolley, Justin

Connor, Michael Connor, Mike

Connor, Michael and Roxanne

Cooper, Chris; Ross, Harold and Ross, JeanCooper, Jr., Chris

Cooper, Cathryn and Christopher

Cordova, John

Cordova, John

CTC, Inc.

Cordillera Transition Corporation, Inc.

Curran, Mark J. and Mary E. Mary M. Curran Living Trust Dated May 30 2008 Curran, Mary M.

Curran, Dr. Mary Jo

Dancing Bear Enterprises, LLC

Bear Dance

Daniel Bennett Bennett, Dan Dean, David A. Dean, David

Dean, David

DeFluri, Richard F.

DeFluri, Richard and JoAnne

Derksen, D. Jon and Douglas D. Salmon

Derksen, Richard

DirectTV Enterprises, Inc. DirectTV Japan Management, Inc.

Direct TV

Doughery, Stephen

Doherty, Stephen

Drawbridge Special Opportunities Fund LP and Fortress Investment Group

Fortress Investment Group, LLC

Duane Morris & Heckscher

Duane Morris

Egan, Robert R.

Egan, Robert and Linda

7 4819-2580-0464.1



Elliott, Linda C.

Meir, Dennis and Linda

Ellis, Marcerlene Ellis, William Mark Ellis, Marc

Ellis, Mark and Julia

Ellis, Michael J.; Blevins, Michael; Bradley, William R. Ellis, Michael

Ellis, Mike and Beverly

ESI

ESI Elevator Services, Inc.

Evans, Thomas A., M.D. Evans, Thomas

Evans, Dr. Thos and Sima Frazer

Fairways and Greens, Inc.

Fairway & Greene LTD.

Farley, William F. Farley, William

Farley, William and Kathleen

Fed Ex Custom Critical, Inc. FedEx Pilots Association FedEx Trade Networks FedEx Trade networks Transport & Brokerage Inc.

Federal Express, Inc.

Feldman, Larry

Feldman, Larry and Diane

Feldman, M.D., Robert L. Feldman, M.D., Robert B. Feldman, Robert Feldman, Robert M. Feldman, M.D., Robert

Feldman, Dr. Robert and Donna

Ferguson, David Ferguson, Kathryn M.

Ferguson, Mr. David and Mrs. Kathy

Ferraro, John

Ferraro, John and Emily

Ferrellgas, Inc. and Vision Energy Resources, Inc. Ferrell North America (aka Ferrellgas Partners LP) Ferrellgas L.P. Ferrellgas Partners, LP

Ferrellgas, Inc.

Finley, Michael Finley, Michael and Denise

8 4819-2580-0464.1



Fisher, Donald Fisher Lee, Susan

Fisher, Don and Sue

Fisher, Richard Y. Fisher, Richard K.

Fisher, Richard and Gina

Fletcher, David Fletcher, David R.

Fletch, Dave and Karen

Fluid Power Engineering Fluid Power Engineering Co

Engineered Fluid, Inc.

Foley, Michael J. and Cheryl A. Foley, Cheryl M.

Foley, Ms. Cheryl

Foot Joy Drawer CS Joyfair Footwear Co. Ltd. Titlest & Footjoy American Brands

FootJoy

Forbes, Gregory

Forbes, Greg and Ginger

Frey, Richard K. and Mary J.

Frey, Lawrence and Mary Ann

Frost, James A. Frost, James

Frost, Mr. James and Betsy

Full Spectrum Consulting, Inc. Full Spectrum New York

Full Spectrum Distribution

Gempler's Inc. Gempler Tire & Auto Service

Gempler's LLC

GLS Corporation GLS Management

GLS Companies

Goldsmith, Agio & Company Lazard Middle Market LLC Lazard Alternative Capital Finance Goldsmith Agio Helms

Lazard Capital Markets, LLC

GRW Financial Services, Inc.

GRW Enterprises LLC

Hancock, Mark

Hancock, Mark and Cathleen

Hansen, Catherine Anne Hanson, Katherine, et al.

Hanson, Chris and Catherine

9 4819-2580-0464.1



Hansen, Hans M. Hansen, Thomas and Kathleen

Hansen, Hans and Cathleen

Harper, Sherrill R. Harper, Stephone A. Steve Harper Painting, Inc. Harper, Cheryl Harper, Steve and Earlene

Harper, Steven and Cheryl

Harris, Richard A. Harris, Richard L. Harris, Richard Harris, Dr. D.S. Harris, Richard C. Harris, Sue A. Harris, Susan A.

Harris, Richard and Susan

Hayes, Jennifer

Hays, Charles and Jennifer

Hicks, John

Hicks, John and Margaret

Hoehn, Robert

Hoehn, Robert and Judith

Hoffman, David C. Hoffman, M.D., David Hoffman, David Hoffman, M.D., David A. Hoffman, Dave

Hoffman, David and Jerrilyn

Hoffman, Michael Alan Hoffman, Michael

Hoffman, Dr. Michael and Roxana

Holman, James B. James Holman Howells, Robert J. Howell, Robert D., P.C. Howell, Robert E. Howell, Robert L.

Howell, Robert and Elizabeth

Hulsizer, Matt Just, Jennifer

Just Hulsizer, Matthew and Jennifer

Hunter, Nancy

Hunter Howlett, C.A. and Nan

Ironworkers Local 9, Trustees of

9 Iron

Island Fund International, LTD Island Fund International, Inc.

Island Funding II, LLC

ITS Ecco Holdings Ltd.

ECCO USA, Inc.

10 4819-2580-0464.1



Jackson, Mary Jo Jackson, Charles H., Trust Jackson, Mary

Jackson, Charles and Mary

Jarrett, W.L. (William)

Jarrett, Will and Renee

Jensen, Ronald R. and William C. Jensen, William E. and Geraldine Murphy, Trust for the Benefit of Michael E. Jensen

Jensen, William and Cheryl

Johns, Joseph

Johns, Joseph

Johnson, George

Johnson, Jr., George Dean

Johnson, Gregg W. and Ursula E. Johnson, Gregory D. and Kathleen A. Johnson, Gregg W. Johnson, Gregory K. Johnson, Gregory W. Johnson, Gregory Johnson, M. Mathews and Jane B. Johnson, Walter A. and Jane

Johnson, Gregory and Jane

Johnson, Joel and Karen Johnson, Karen

Johnson, Dean and Karin

Johnson, Randall C. Johnson, Randall F. and Ellen J. Johnson, Randi Heiar, Janet and Johnson, Patricia Johnson, James and Patricia Johnson, Jerrold F. and Patricia A. Johnson, Patricia May Johnson, Patricia Whaley, A.E. and Johnson, Patsy Johnson, Patricia A. Johnson, Patricia R. Johnson, Pat

Johnson, Randall & Patricia

Johnson, Robert Johnson, Robert A. Johnson, Robert and Amy Johnson, Robert C. Johnson, Robert E. Johnson, Robert H. and Alda E. Johnson, Robert M. Johnson, Robert R. Johnson, Jr., Robert T. Johnson, Robert T. Johnson, Robert W.

Johnson, Robert and Elizabeth

11 4819-2580-0464.1



Johnson, Robert, Esq. Johnson, Robert Henry Johnson, Robert L. Johnson, Robert David Johnson, Bobby C. Johnson, Robert D. Johnson, Elizabeth Johnson, Elisabeth Johnson, Edward J. and Elizabeth Jones, Robert R. and Catherine Jones, Stephen S. and Catherine Jones, Catherine

Jones, Catherine M.

Jones, Sherri L. Jones, Kevin

Jones, Sherry and Kevin

Jones, Stephen S. and Catherine Jones, Dr. Stephen Jones, Stephen S. Jones, Stephen L. Jones, Steven E. Jones, Steven Jones, Janet Caroline Jones, William H. and Jan

Jones, Stephen and Janet

Joseph, Jeffrey M., Purnell, Michael, Raab, David J., Kelley, William N. Kelly, William J. Kelly, Jr., William C.

Kelley, William and Lois

Kaminsky, Robert

Kaminski, Robert and Susan

Kass, Michael Scott

Kass, Michael and Janet

Kaufman, B. Jeremy

Coffman, Benjamin

Kaufman, M.D., P.A., Stuart J. Kaufman, Debra A.

Kaufman, Stuart and Debra

Kaufman, Robert T. and Mary

Kaufmann, Robert and Ellen

Kelly, Joe

Kelly, Joseph and Darlene

Kenny Glass Inc. Ken’s Glass

Glass, Ken and Brenda

Kiely, W. Leo

Kiely, Leo and Susan

KKR Private Equity Investor, LP U.S. Food Service

12 4819-2580-0464.1



Klein, Trevor Klein, Terry

Klein, T.K. and Jean

Knupp, Ted and Watson, Jan Watson, Janice Watson, Stephen C.

Watson, Stephen and Jan

Landers, James Lanier, James Lanier, Kathryn A.

Lanier, James and Kathleen

Landis, James M. Landis, Jim

Landis, James and Bunny

Landmark Productions, Inc.

Landmark Golf Course Products

Levin, Mark Lewis

Levin, Marc and Cynthia

Liggett, James, Tinberg, Richard

Tinberg, Richard and Elaine

Lipnick, Robert

Lipnick, Dr. Robert and Jane

Loveland Products, Inc. Agrium Inc. Agrium Incorporated

Agrium Advanced Technologies

LPGA Ladies Professional Golf Association

Ladies Golf Association Fund

M.B.C., Inc. Pepsiamericas, Inc. fka Whitman Corp. Pepsico Food Systems Riveria Pepsi

Pepsi Bottling Group

Maier, J. Peter Mayer, John I., III and Mary Mayer, John I., Jr. Mayer, John R. Mayer III, John I. Maier III, John B.

Mayer, John and Barbara

Marks, Richard S.

Marks, Richard and Judy

Martin, John J. Martin, John and Tamor Martin, John

Martin, John and Mari Ann

13 4819-2580-0464.1



Martin, Patrick M. Martin, Donna

Martin, Patrick and Donna

Mathis, Worlie D. and White, Laverne and Mike White, Michael A. and Sheila White, Mike White, Michael A. White, Michael White, Catherine White, Katharine Sergeant White, Katy

White, Michael and Cathy

McCarthy, John and Surface Technology Corporation McCarthy, John

McCarthy, Donna and Jack

McDevitt, William McDevitt, Willie

McDevitt, William and Carrie

McDonald, Richard and Lori

McDonald, Fred and Lori

McEnany, Michael T.

McEnany, Michael and Debbie

Merritt, John and Merritt, Katherine BreenBruce, John

Bruce, Lois and John Merritt

Metropolitan Edison Company Metropolitan Edison

Edwards Metro District

Meyer, Daniel E. and Barbara A. Meyer, Daniel Queensen, Janice Meyer Meyer, Dan Meyer, Janice F. Meyer, Daniel Meyer, Daniel J.

Meyer, Daniel and Janice

Miami Dolphins LTD. And South Florida Stadium LLC aka South Florida Stadium LLC dba Sun Life Stadium Sun Life SunLife Sun Life of Canada (U.S.)

Sun Life Financial

Michael Baker, Inc. Michael Baker, Corp.

Michels Bakery Inc.

14 4819-2580-0464.1



Miller G. William Miller, William A. Miller, William Cantwell Trust Miller, William D. Miller, William S. Miller, William Scott Miller, William V., M.D. and Miller Jeanne W. William D. Miller 1992 Irrevocable Trust Dated August 7, 1992 Miller, II, William Peter Miller, William Miller, Robert C. and Patricia A. Miller, Patricia

Miller, Bill and Patricia

Miller, Ronald G. Dr. Miller, Ronald H. Miller, Ronald K.

Miller Amass, Ron and Dr. Amy

Miller, Thomas C. Miller, Thomas L. Mueller, Thomas Mueller, Thomas D. Miller, Tom Mueller, Nancy

Miller, Thomas and Nancy

Mueller, Richard M.D. Mueller Trust, Richard O., U/W Helen L. Mueller Mueller, Richard O. [1978 Trust] Mueller, Richard O., 1951 Trust Mueller, Richard O.

Mueller, Richard & Rita

Mulroy, Jr., Thomas R. and Elaine Thomas R. Mulroy Trusts

Mulroy, Thomas and Barbara

Mundy, Kathleen

Mundy Hessler, Frederick and Kathi

Myers, Susan

Myers, Norman and Suzanne

Neal, Ronald A. Neal, Mary

Neal, Ronald and Mary

Nelson, Julie A.

Nelson, Obert & Julie

Norman, M.D., P.A., James Norman, Jim and Mearline Norman, Jr., M.D., James G. Norman, Gail

Norma, Gail and Jim

15 4819-2580-0464.1



O’Brien, John and Melissa O’Brien, John

O’Brien, John and Gail

O’Connor, Sean O’Connor, Carolyn

O’Connor, Sean & Carol

Olsen, Thomas

Olson, Dr. Thomas and Mary

OmniTrust Merging Corp.

Rust Omni

Orix Capital Market LLC Orix Corporate Capital, Inc. Orr, San/Forrester, John

Forester, John and Terry

Page, Dennis

Page, Dennis and Lorraine

Pan American Gold, Inc., Richard D. Smith, Robert E. Smith Smith, Robert A. & Nancy L. Smith, Robert E. Smith, Robert F. Smith, Jr., Robert J. Smith, Robert L. and Balding, Mary Stuart Smith, Robert L. and Pamela Smith, Robert L. Smith, Robert Leroy, Estate Smith, Robert M. and Eunice B. Smith, Robert W. Walter Fick c/o Robert J. Smith Smith, Robert Smith, Robert B. Smith, Robert C. Smith, Robert Jared Smithwick, Robert Smith, Sue K. (Suki) Baumbach, Mildred and Smith, Susan Personal Rep. Smith, James L. and Susan C. Smith, Susan L. Smith, Susan M. Wilson, Rex E., Jr. and Smith, Susan Smith, Sue W. Smith, Susan A. Smith, Susan Smith, Susan M.

Smith, Robert and Susan

Parker, Suzanne M. Parker, Dennis

Parker, Dennis and Susan

Petersen, M.D., Michael S. Peterson, Mike and Debbie

Peterson, Michael and Amy

16 4819-2580-0464.1



Peterson, Michael Peterson, Mike Pieper, Mark Pieper, Esq., John

Pieper, John and Mart

Polartec LLC Chrysalis Capital Partners, L.P.

Chrysalis Valuation Consultants LLC

Polo Fashions, Inc.

Polo Ralph Lauren

Porter, Daniel [Mr. and Mrs.] Porter, Daniel E. Porter, Daniel

Porter, Daniel and Monica

Potts, Robert A. Potts, Robert

Potts, Robert and Judy

Powers, Edward B. and Catherine Powers, E. James Powers, E. Michael Powers, Edward D. Powers, Mary

Powers, Edward and Mary

Price Waterhouse – Office of Government Services Price Waterhouse & Co. Price Waterhouse & Company Price Waterhouse Oakbrook PL PwC Product Sales LLC Pricewaterhousecoopers Juridico Y Fiscal, S.L

PricewaterhouseCoopers LLP

Principle Financial Securities Inc. UBS Principal Finance LLC Apollo European Principal Finance Fund II Principle Financial Services, Inc.

Principal Financial Group

Rainey, Johnny

Rainey, John and Anne

Red Sky Interactive

Red Sky Ranch Golf Club

Reimer, Melissa and Robert

Riemer, Robert and Stepheny

Richard's Automotive Consulting, Inc. Richards Automotive Services, Inc.

Rich's Auto Body

17 4819-2580-0464.1



Rinaldi, Vincent Rinaldi, Vincent and Anne

Roberts, Clarence M. and Ann Nelson, James and Roberts, Annie V. Roberts, Ann Roberts, Annie V. [Estate of]

Roberts, Anne

Robertson, Ronald Robertson, J.

Robertson, Ronald and Joann

Robinson, Miriam C.

Robinson Bowen, Myriam

Rogers, James, Sr. Rogers, James Rogers, James F., III, Esquire Rogers, James P. Rogers, Maryanne R.

Rogers, James and Mary Anne

Roman, Joanne Roman, Richard Roman, Dr., Richard J.

Roman, Richard and Joni

Ross Edwards, Jane, Trust of

Edwards, Stan and Jane

Sage Company

Sage Software Inc.

Sage Realty

Sage Construction Real Estate

Samuels, David G. and Elizabeth J.Davis, Samuel

Samuels, David and Jan

Schilling, Ellen

Schilling, Richard and Eileen

Schmidt, John F. Schmidt, Marilyn M. and John W. Schmidt, John N. Schmidt, John

Schmidt, John and Meredith

Schmitt, Timothy P.

Schmitt, Timothy and Susan

Schneider, Robert L. and Susan B. Schneider, Susanne

Schneider, Eric and Susan

Schwartz, Mark G. Schwartz, Mark

Schwartz, Mark and Wendy

Several companies and individuals with Ping in the name

Ping, Inc.

18 4819-2580-0464.1



Several companies and individuals with Tree in the name

Professional Tree & Turf Equipment

Several companies with Products in the name

R&R Products, Inc.

Shareholders of Taylor Made

TaylorMade Inc.

Sims, Christine Sims, John-David Sims, John R.

Sims, Kristin and John

Smathers, Bruce A.

Smathers, Bruce and Susan

Smith Steven B. and Julie K. Family Foundation Smith, Steven J. and Mary Beth Smith, Steven J. Smith, Steven M. Smith , Steven R. Smith, Steve Smith,, Steven L. and Kathryn Smith, Steven E.

Smith, Steven and June

Smith, Dr. Richard C. Smith, Sr., Richard F. Smith, Dr. Richard Smith, Jr., Richard F. Smith, Richard A., Mr. and Mrs. Smith, Jr., Richard G. Smith, Richard G.; Smith, Nancy Smith, Richard G. Smith, Richard J., Estate of Smith, Richard M. Smith, Richard R. Smith, Richard A. Smith, Richard H. Smith, Rick Smith, Jr., Richard T. Smith, Richard C. Smith, Richard Smith, Brian J. and Pamela Smith, Pamela Smith, Robert L. and Pamela Pan American Gold, Inc., Smith, Richard D., Smith, Robert E.

Smith, Richard and Pamela

Smith, Kenneth and Stephenson, WilliamStephenson, Catherine C.

Stephenson, Bill and Kathryn

19 4819-2580-0464.1



Smith, Terrance A. (Nee Green) Smith, Terry L. Smith, Terrance Smith, Terrence Smith, Terri Laruth Smith, Terri

O’Connor Smith, Claudia and Terrance

Snyder, M.D., Ronald D.

Snyder, Ron

Southern Wine & Spirits of America, Inc.

Southern Wine & Spirits, Inc.

Spiesman, Aaron

Speisman, Aaron

STI United

STI Services, Inc.

Stunkel, Gene

Stunkel, Gene and Sally

Taylor, Andy

Taylor, Andrew

Technology Integration & Development Technology integration Group

Integrated Technology

Temin, David

Temin, David and Linda

The Petrus Group USA

Petrus Asset management Company

The Textron Master Trust Bell Helicopter Textron, Inc. E-Z-Go Textron GreenLee Textron, Inc.

Textron Financial Corp.

Thompson, Janet Fiske Thompson, Janet L. and Craig Thompson, Janet H.

Thompson, Hugh and Janet

Thompson, William A. Mrs. Thompson, Julian H. Thompson, William C. Thompson, William Todd

Thompson, William and Julie

Thorson, David

Thorson, David and Tracey

Timsons, Inc. EAT (holdings) Ltd.

Eat, Inc.

Titlest & Footjoy American Brands

Titlest

20 4819-2580-0464.1



Toyota Gosei Toyota Tsusho

Toyota Financial Services

Tri County

Tri County Steam Cleaning

Universal Bowling & Golf Corp Universal Golf Development UPS Security

United Parcel Service

Various individuals with Dan and/or Daniel and/or Williams and/or Danny

Williams, Dan

Various individuals with Siegel and/or Al and/or Alan in name

Siegel, Alfred H.

Vietto, Daniel L.

Vietto, Dan and Karen

Vilar Arts, Inc.

Vilar Center for the Arts

Wakefield Thermal Solutions, Inc./ Longroad Asset Management, LLC Wakefield Engineering

Longroad Asset Management

Ward, Whitney O.

Ward, Whitney and Vicki

Watson, Marc M. Watson, Marc A. Watson, Sharon E.

Watson, Marc and Sharon

Weber, Robert C. Weber, Robert J. Weber, Robert, Dr. Weber, Robert M.D. Philippe, Robert S. Weber, Robert W.

Philippe Weber, Valerie and Robert

Wells, Susan Marlane

Wells, Larry and Artie Sue

Wille, Charles L.

Will, Charles and Pamela Andrews

Williams, James C. Stewart, Kendra (Dr.) and Williams, James Williams, J. Kell and Patricia R. Dr. Williams, J. Webster, Jr., M.D., P.A. Williams, J.H., Jr. Williams, James D and Criswell, Jane Williams, James E., Dr. Williams, James E.-MYLA Law

Williams, Jimmy and Joyce

21 4819-2580-0464.1



Williams, James Edward Williams, James G. Williams, James Williams, James S. Williams, Jimmie Williams, Jimmy Williams, J.D. Williams, John and Joyce Williams, Joyce Wilner, Thomas

Wilner, Thomas and Jane

Wilson, Dave Wilson, David Wilson, William H. and Anne Wilson, David H.

Wilson, David and Ann

Wilson, Dave Wilson, David Wilson, David H Wilson, Linda

Wilson, David and Linda

Wilson, Randy S. Wilson, Jed L. and Cynthia L.

Wilson, Randy & Cindy

Winston, Bruce

Winston, Bruce and Ellen

Wisconsin Professional Golfers' Association Golf Profit Builders, division of Smith O'Keefe and Associates (STO. Inc.)

Professional Golfers Association

Wolfe, Charles

Wolff, Charles and Barbara

Woods, Kathy

Woods, Rodney and Kathryn

Young, Charles, M.D.Young, Charlie Young, Charles C. Young, Charles Young, Dianne N.

Young, Charles and Dianne

Young, Neal E., White, David L. Professional Engineering Consultants, Inc. White, David A. White, David Inc. White, David L. White, David, Disc, Inc. White, David White, J. David Associates, Inc.

White, David and Jennifer

22 4819-2580-0464.1



White, David C. White, David V. David White Incorporated White, David J. White, David R. White, Jennifer Zee Medical Srvice Co.. and Zeepro, Inc.

Zee Medical, Inc.

31 4852-1241-7551.5

EXHIBIT "D"

Cost Schedule

EXHIBIT "D"

FOLEY & LARDNER LLP SUMMARY OF INFORMATION CONCERNING COSTS CHARGED TO CLIENTS

EFFECTIVE JUNE 21, 2012

4849-5823-8475.1

TYPE OF COSTS POLICY FOR CHARGING CLIENT Administrative Expenses:

Conference Room Charge No Charge Court Costs Actual Out of Pocket Cost Duplicating – Copies In-house In-house color Outside Copy Service

$.15 per page $.75 per page Actual Cost

Fax $.50 per page Postage Actual Cost In-house meals

Actual Cost (Not applicable in bankruptcy cases where U.S. Trustee Fee Application Guidelines do not allow)

Outside Messenger Actual Cost Office Supplies No Cost Other Clerical Services:

Word Processing Secretarial Services

No Charge No Charge

Overnight Delivery Actual Cost

Telephone:

Local Calling No Charge All Other Calling Conference Call Charges – actual cost of

service 24/7 Blackberry/E-mail/Cell Phone Attorney Contact Charge

Not to exceed $45/month (Foley attorneys remain available to clients 24/7 basis when this charge is undertaken by client)

FOLEY & LARDNER LLP SUMMARY OF INFORMATION CONCERNING COSTS CHARGED TO CLIENTS

EFFECTIVE JUNE 21, 2012 (CONTINUED)

2 4849-5823-8475.1

Legal Searches:

Lexis Legal Research Other Search Companies

60% of Search Cost Actual Cost

Overtime Related Expenses (Not applicable in bankruptcy cases where U.S. Trustee Fee Application Guidelines do not allow):

Dinner Allowance Actual Cost of Meal (after 7:00 pm) Staff Overtime Actual cost to the Firm to pay Staff for the

overtime worked

Travel Expenses:

Local Travel- Mileage

$.555 per mile

Tolls, Parking, Taxi, etc. Actual Cost Out of Town Travel- Transportation/Lodging

Actual Cost

Meals Actual Cost

Documents

10000001209