IN THE 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 16, 2012 at 10:00 a.m. Object. Due: July 11, 2012 at 12:00 p.m. Re: D.I. 69, 77, 78, 95, 117 & 118)

JOINDER OF CREDITOR JEFFREY RUSH, M.D. AS TRUSTEE OF THE RUSH FAMILY TRUST UTD MAY 8, 1985, TO OBJECTION OF DEBTOR TO (I) MOTION

OF 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, TO TRANSFER VENUE (D.I. 69), (II) MOTION OF CORDILLERA PROPERTY OWNERS

ASSOCIATION, INC. AND CORDILLERA METROPOLITAN DISTRICT TO TRANSFER VENUE TO COLORADO AND JOINDER IN THE MOTION OF 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, TO TRANSFER VENUE (D.I. 78), AND (III) JOINDERS OF ALPINE BANK IN VENUE TRANSFER MOTIONS (D.I. 77 & 95)

Jeffrey Rush, M.D., as Trustee of the Rush Family Trust UTD May 8, 1985 (“Dr.

Rush”), by and through his undersigned counsel, hereby submits this joinder in the

contemporaneously filed objection (D.I. 118) (the “Objection”) of Cordillera Golf Club, LLC,

debtor and debtor-in-possession (the “Debtor”), to: (i) the Motion Of 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 (the “Plaintiff Class Representatives”), To

Transfer Venue (D.I. 69); (ii) the Motion Of Cordillera Property Owners Association, Inc. (the

“CPOA”) And Cordillera Metropolitan District (the “CMD” and together with the CPA, the

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.

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“Member Organizations”) To Transfer Venue To Colorado And Joinder In The Motion Of

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, To Transfer

Venue (D.I. 78); and (iii) Joinders Of Alpine Bank In Venue Transfer Motions (D.I. 77 & 95)

(collectively, the “Venue Transfer Requests”). Dr. Rush joins in and incorporates by reference

the arguments presented in the Debtor’s Objection, and respectfully states as follows in support

of this Court’s retention of this properly venued chapter 11 case:

1. On information and belief, Dr. Rush is the single largest unsecured

creditor of the Debtor, with a claim of not less than $3,750,000.00. Dr. Rush’s claim arises

under that certain Guaranty, dated September 24, 2010, as amended (the “Guaranty”).2 Indeed,

the combined claims of the Plaintiff Class Representatives and initial movants Cheryl M. Foley,

Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson And Kevin B. Allen, which claims

consistent principally of their respective membership deposits,3 do not approach what Dr. Rush

alone is owed.4

2 Other guarantors under the Guaranty include the Debtor’s non-debtor affiliates WFP

Investments, LLC, WFP Cordillera Holdings, LLC, and Cordillera Golf Holdings, LLC. The Guaranty was issued in connection with that certain Promissory Note, dated September 24, 2010, as amended, between Dr. Rush, as Lender, and David A. Wilhelm, as Borrower. To secure repayment of the indebtedness owed to him, Dr. Rush has obtained collateral or assignments of collateral from certain non-debtor parties. But, the Guaranty, as a direct obligation of the Debtor, is unsecured.

3 According to the Class Plaintiff Representatives’ own motion, they individual paid membership deposits ranging between $7,500 and $205,000. See Class Plaintiff Representatives’ Venue Transfer Request (D.I. 69), at 3-4. Accordingly, it is mathematically impossible for the aggregate value of the Class Plaintiff Representatives’ alleged claims to exceed the amount of Dr. Rush’s claim.

4 Just minutes before this Joinder was due, the recently formed Official Committee of Unsecured Creditors (the “Committee”) filed a pleading joining the Venue Transfer Requests and expressing support for changing venue of this bankruptcy case. Although Dr. Rush has not had the opportunity to fully digest the Committee’s filing and reserves

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2. Dr. Rush opposes transfer of this case and respectfully submits that the

interests of the Debtor, its estate, its creditors and other parties in interest are best served by this

Court retaining venue of this case. Furthermore, Dr. Rush believes that this Court is both a

convenient and accessible forum for him and other significant parties in interest.

3. Since September 2010, Dr. Rush has made multiple advances of funds in

the aggregate principal amount not less than $3,750,000, which advances have benefited the

Debtor and its affiliates. These loans from Dr. Rush have provided the Debtor and its affiliates

with much needed liquidity during a period in which they have been embroiled in caustic

litigation and public disputes, largely initiated by a subset of disgruntled Club members. Given

the Debtor’s current precarious situation, brought on in large part as a result of such events, Dr.

Rush therefore is among the creditors with the most riding on the success or failure of the

Debtor’s reorganization.

4. Dr. Rush understands and believes that the Debtor’s best prospects for a

successful reorganization are in this Court. While the judges and staff of the United States

Bankruptcy Court for the District of Colorado are no doubt every bit as capable and diligent as

the right to respond further to it, Dr. Rush respectfully submits that any positions the Committee asserts in support of transferring venue should be substantially discounted by this Court. Dr. Rush notes that (i) at least two members of the Committee (Cheryl M. Foley and Kevin B. Allen) are also named class-plaintiffs and movants on one of the Venue Transfer Requests; and (ii) at least one member of the Committee (Kenneth Ulicky) is a Board Member of the CMD, which has made its own Venue Transfer Request and has joined in that of the named class-plaintiffs. Dr. Rush notes further that he timely submitted a completed questionnaire and appeared through counsel with his proxy at the United State Trustee’s Committee formation meeting held on July 6, 2012, but was denied a seat on the Committee. As presently constituted, six of the seven Committee members are current or one time property owners or holders of membership interests. The remaining Committee member is a trade creditor, who was not present in person or by proxy at the Committee formation meeting. No member of the Committee is similarly situated to Dr. Rush.

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those of this Court, Dr. Rush believes that the poisonous atmosphere created by many of the

dissenting members and property owners and certain others, as well as unfounded claims that

have been reported in the local press in Colorado, has largely choked off the Debtor’s access to

funding and investment sources in or near Colorado. Dr. Rush understands that the Debtor’s best

chance to obtain additional funding and investment is likely from East Coast-based lenders that

frequently lend to or invest in debtors in this Court and whose ability to objectively evaluate the

Debtor (and any reorganization plan it proposes) on its merits has not been tainted by long

exposure to these events and misinformation that has been spread in the Colorado press. Indeed,

Northlight Financial, LLC, the Debtor’s proposed debtor-in-possession lender, manages various

funds from offices located in nearby New York, New York.

5. Additionally, retaining the bankruptcy case in Delaware will not cause Dr.

Rush or other significant parties in interest undue burden or expense. Dr. Rush, who is located in

California, has already retained the undersigned Delaware counsel to assist him in this

bankruptcy and related matters. Indeed, a venue change to Colorado at this point would cause

Dr. Rush to incur additional unnecessary expense because of the need to retain other counsel in

Colorado and bring a new set of lawyers up to speed in this fast moving case.

6. Furthermore, from a convenience standpoint, it makes little different to

Dr. Rush and other West Coast-based creditors whether the case remains pending in this Court or

is transferred to Colorado.5 This Court (and presumably the Colorado bankruptcy court) permits

creditors to appear and be heard by telephone in appropriate circumstances. And, if there is a

5 Dr. Rush notes that the Kogan Law Firm, APC, which identified a Los Angeles,

California address, recently appeared in the case on behalf of certain unidentified homeowners. See Notice of Appearance and Demand for Service of Papers, filed July 10, 2012 (D.I. 115).

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need for Dr. Rush or his California-based attorneys to appear in person, a lengthy plane ride will

be involved whether the case goes forward here or in Colorado.

7. Conversely, the recently-formed Committee has hired – not Colorado

based counsel – but the sizeable law firms of Munsch Hardt Kopf & Harr, P.C., based in Texas,

and Saul Ewing LLP, with 11 locations along the East Coast. Thus, the Committee now has

more than 340 lawyers at its disposal (and, subject to approval of appropriate applications, being

paid for by the Debtor’s estate), none of which is located in Colorado, but several of which are

located here in Delaware.6 Moreover, because (as noted in footnote 3 above) there is substantial

overlap between the membership of the Committee and the movants who have filed the Venue

Transfer Requests, it can be presumed that the constituents on behalf of which the movants

purport to act will be adequately represented here in Delaware by the Committee.

6 Furthermore, based on a review of each firm’s website (www.munsch.com and

www.saul.com), neither law firm appears to have a single attorney who is an active member in good standing of the Colorado bar. This fact undermines any argument that the Committee’s professionals would somehow be better situated to represent the unsecured creditors’ interests were the case transferred to the District of Colorado.

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WHEREFORE, for all of these reasons and those stated in the Debtor’s Objection,

in which Dr. Rush joins, Dr. Rush respectfully requests that the Venue Transfer Requests be

denied and that the Court grant such other and further relief to Dr. Rush as is just and equitable.

July 11, 2012

MORRIS, NICHOLS, ARSHT & TUNNELL LLP /s/ Gregory W. Werkheiser Gregory W. Werkheiser (#3553) gwerkheiser@mnat.com Daniel B. Butz (#4227) kdawson@mnat.com 1201 N. Market Street. 18th Floor P.O. Box 1347 Wilmington, DE 19899-1347 (302) 658-9200

Counsel for Jeffrey Rush, M.D., as Trustee of the Rush Family Trust UTD May 8, 1985

CERTIFICATE OF SERVICE

I, Gregory W. Werkheiser, certify that I am not less than 18 years of age, and that service

of the foregoing Joinder of Creditor Jeffrey Rush, M.D. as Trustee of the Rush Family

Trust UTD May 8, 1985, to Objection of Debtor to (I) Motion of 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, to Transfer Venue (D.I. 69), (II)

Motion of Cordillera Property Owners Association, Inc. and Cordillera Metropolitan

District to Transfer Venue to Colorado and Joinder in the Motion of 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, to Transfer Venue

(D.I. 78), and (III) Joinders of Alpine Bank in Venue Transfer Motions (D.I. 77 & 95) was

caused to be made on July 11, 2012, in the manner indicated upon the entities identified below.

Date: July 11, 2012 /s/ Gregory W. Werkheiser Wilmington, DE Gregory W. Werkheiser (No. 3553) Via Hand Delivery and Email Young Conaway Stargatt & Taylor LLP Michael Nestor (mnestor@ycst.com) Joseph Barry (jbarry@ycst.com) Donald Bowman, Jr. (dbowman@ycst.com) Kenneth Enos (kenos@ycst.com) 1000 N. King St. Wilmington, DE 19801 (Counsel to Debtor) T. Patrick Tinker ('thomas.p.tinker@usdoj.gov') United States Trustee 844 King Street, Room 2207 Lockbox #35 Wilmington, DE 19801 Saul Ewing LLP Mark Minuti (mminuti@saul.com) 222 Delaware Ave. Wilmington, DE 19801 (Counsel to Committee)

Richards, Layton & Finger, P.A. Mark Collins (collins@rlf.com) Zachary Shapiro (shapiro@rlf.com) 920 N. King St. Wilmington, DE 19801 (Counsel for Cheryl Foley) Ashby & Geddes William Bowden (wbowden@ashby-geddes.com) Ricardo Palacio (rpalacio@ashby-geddes.com) 500 Delaware Ave. Wilmington, DE 19801 (Counsel for Cordillera Property Owners Association)

Ballard Spahr LLP Tobey Daluz (daluzt@ballardspahr.com) Joshua Zugerman (zugermanj@ballardspahr.com) 919 N. Market St. Wilmington, DE 19801 (Counsel for Alpine Bank) Via Hand Delivery Womble Carlyle Sandridge & Rice, LLP Matthew Ward Ericka Johnson 222 Delaware Ave. Wilmington, DE 19801 (Counsel for Northlight Financial, LLC) Cozen O’Conner, PC Damien Tancredi 1201 N. Market St. Wilmington, DE 19801 (Counsel for Cordillera Transition Corporation) Via First Class Mail and Email Foley & Lardner LLP Christopher Celentino (ccelentino@foley.com) Erika Moribita (emoribita@foley.com) Mikel Bistrow (mbistrow@foley.com) 402 W. Broadway San Diego, CA 92101 (Counsel to Debtor) Munsch Hardt Kopf & Harr, P.C. Joseph Wielebinski (jwielebinski@munsch.com) Russell Munsch (rmunsch@munsch.com) Jay Ong (jong@munsch.com) Zachery Annable (zannable@munsch.com) 500 N. Akard St. Dallas, TX 75201 (Counsel to Committee)

Appel & Lucas, P.C. Garry Appel (appelg@appellucas.com) 1660 17th Street Denver, CO 80202 (Counsel for Cheryl Foley) Sherman & Howard L.L.C. Peter Cal (PCAL@shermanhoward.com) Mark Fulford (mfulford@shermanhoward.com) 633 17th St. Denver, CO 80202 (Counsel for Cordillera Property Owners Association) Ballard Spahr LLP Vincent Marriott, III (Marriott@ballardspahr.com) Sarah Schindler-Williams (schindlerwilliamss@ballardspahr.com) 1735 Market St. Philadelphia, PA 19103 (Counsel for Alpine Bank) Via First Class Mail Dickinson Wright PLLC Harlan Robins 15 N. 4th St. Columbus, OH 43215 (Counsel for Northlight Financial, LLC) Dickinson Wright PLLC Kristi Katsma 500 Woodward Ave. Detroit, MI 48226 (Counsel for Northlight Financial, LLC) Cozen O’Conner, PC Arthur Abramowitz 457 Haddonfield Rd. Suite 300 Cherry Hill, NJ 08002 (Counsel for Cordillera Transition Corporation)

Cozen O’Conner, PC Melissa Maxman Ronald Wick 1627 I Street, NW Suite 100 Washington, DC 20006 (Counsel for Cordillera Transition Corporation) Cozen O’Conner, PC Brad Breslau 707 17th Street, Suite 3100 Denver, CO 80202 (Counsel for Cordillera Transition Corporation) Kogan Law Firm, APC Michael Kogan 1901 Avenue of the Stars, Suite 1050 Los Angeles, CA 90067 (Counsel for homeowners) 6052668.1