In re

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11

CORDILLERA GOLF CLUB, LLC1 dba The Club at Cordillera, Case No. 12-11893 (CSS)

Debtor.

DECLARATION OF DANIELL. FITCHETT, JR. IN SUPPORT OF THE DEBTOR'S OMNIBUS OBJECTION TO THE MOTIONS TO TRANSFER VENUE AND/OR

RELATED JOINDERS FILED BY (I) CHERYL M. FOLEY, THOMAS WILNER, JANE WILNER, CHARLES JACKSON, MARY JACKSON AND KEVIN B. ALLEN,

INDIVIDUALLY AND AS REPRESENTATIVES OF A CERTIFIED CLASS OF MEMBERS, (II) ALPINE BANK, (III) CORDILLERA PROPERTY OWNERS

ASSOCIATION, INC. AND CORDILLERA METROPOLITAN DISTRICT

I, DanielL. Fitchett, Jr., declare under penalty of perjury, the following:

1. I am the Chief Executive Officer ("CEO") for Cordillera Golf Club, LLC (the

"Debtor" or the "Club"), a position I have held since March 1, 2012. Prior to my employment

with the Debtor, and thmughout my career for much of the last 30 years, I have been involved in

the real estate management and related finance business in Colorado for much of the last 30

years. My curriculum vitae is attached hereto as Exhibit "A" and incorporated herein by

reference.

2. Unless otherwise stated, I have personal knowledge of the facts stated herein.

3. As the CEO, I am responsible for the day-to-day affairs of the Debtor and its

operations. Since the filing of the within Chapter by the Debtor 11 case and the employment of

Alfred H. Siegel as the Debtor's Chief Reorganization Officer (the "CRO"), it is anticipated that

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.

4823-7931-6752.1

the CRO will have a significant role in developing the strategic business, financing and plan

decisions regarding the Debtor's reorganization plan. In my role, I have been and will continue

to work with the CRO, in consultation with the Debtor's professional advisors, to collaboratively

in developing a successful business plan and restructuring strategy for the Debtor. Prior to my

employment with the Debtor, I was aware of the acrimonious nature of the dispute between the

former club members, on the one hand, and the Debtor's ownership, on the other. Indeed, the

animus toward the Debtor and its management has lead certain club members to distribute

bumper stickers and t-shirts to the community displaying ad hominem attacks on the Debtor's

ownership, David Wilhelm.

4. Upon my employment with the Club, I expressed to ownership that I did not

believe, based upon my 30-year history in real estate finance and management, that a Colorado­

based bank would loan money to the Debtor, especially in light ofthe degree of hostility

expressed toward ownership by a small group of former members.

5. In my role as CEO, I participated in many internal meetings and reviewed

documents concerning the Debtor's negotiations with Alpine Bank for an extension of the

existing Alpine Bank loan. In short, despite our best efforts, Alpine Bank was unwilling to

extend the due date of the loan on terms that were remotely possible for the Debtor.

6. Moreover, in my role as CEO, I participated in many internal meetings and

reviewed documents concerning the Debtor's attempts this past Spring to secure take-out, or

potential Debtor-in-Possession financing, for the Debtor. I and others on behalf of the Debtor

met with executives from a privately-owned Colorado bank to discuss potential financing

options. However, the Debtor's financing efforts with this privately-owned Colorado bank were

2

rejected and the Debtor was advised that it would be hopeless to find financing in Colorado

given the Debtor's current circwnstances.

7. Once it became clear to the Debtor that its financing options in Colorado were

extremely limited, if any existed at all, the Debtor's management decided the prudent course was

to retain a professional real estate advisory firm to assist it in soliciting and/or procuring

alternative financing arrangements and/or developing a business plan and restructuring strategy.

After interviewing real estate advisors on the West Coast, East Coast and in the Southeast, the

Debtor retained GA Keen Realty Advisors ("Keen") with Harold Bordwin acting as the Debtor's

principal advisor. Within two-week's of Keen's engagement, Mr. Bordwin produced three New

Yorlc-based lenders that were willing to provide debtor-in-possession financing on terms

acceptable to the Debtor and expressed interest in potential financing that to satisfy the Debtor's

indebtedness to Alpine Bank.

8. Mr. Bordwin's procurement of East Coast financing- within days of his

engagement- when no such financing was available in the local Colorado lending market ftu1her

informed the belief by the Debtor's management that the re-financing and potential restructuring

of the Debtor's business would come from sources outside Colorado. Indeed, I do not believe

there is a Colorado banlc that would have provided the DIP financing, or would have discussed

"take-out" reorganization financing with the Debtor at that time.

9. Given the financing interest generated through Keen's efforts, I believe the

Debtor's best opportunity for a successful, financial rehabilitation hinges upon the developing

relationships with its potential New York-based financial partners. Indeed, I understand that the

Debtor's proposed debtor-in-possession lender, Southlight Trust I, suppo1is the Debtor's venue

choice ofDelaware.

3

10, In addition to the foregoing, I believe the Debtor's bankruptcy case should remain

in Delaware for several reasons. First, the Debtor's state of origination is and has always been

Delaware. Second, over 50% of the Debtor's Vendors owed money, and over two-thirds (66%)

ofthe Debtor's members, are located or reside outside of Colorado. Finally, given the scope of

the litigation involving the Debtor and the club members pending in the Vail, Colorado area, if

this case is transfeiTed to Colorado, the Debtor is uncertain it could find local bankruptcy counsel

in Colorado that is both free from conflicts of interest and sufficiently experienced in chapter 11

banhuptcy work to assist in the prosecution of tllis bankmptcy case.

I declare under penalty of pe1jury that the foregoing is true and correct and that

{~ this declaration is executed this JL_ day of July, 2012, at Colorado.

4

Name: Daniel L. Fitchett, Jr. Title: ChiefExecutive Officer