In re:

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11

CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS)

Debtor. Objection Deadline: 7/26/12@ 4:00p.m. Hearing Date: 7/27/12@ 1:00 p.m.

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

OF CORDILLERA GOLF CLUB, LLC FOR AN ORDER AUTHORIZING AND APPROVING THE EMPLOYMENT OF MUNSCH HARDT KOPF & BARR, PC

AS COUNSEL, NUNC PRO TUNC, TO JULY 9, 2012

The Official Committee of Unsecured Creditors (the "Committee") appointed in the

above-captioned chapter 11 bankruptcy case (the "Bankruptcy Case") of Cordillera Golf Club,

LLC (the "Debtor") hereby submits this Application of the Official Committee of Unsecured

Creditors of Cordillera Golf Club, LLC for an Order Authorizing and Approving the

Employment of Munsch Hardt Kopf & Harr, PC as Counsel, Nunc Pro Tunc, to July 9, 2012 (the

"Application") seeking, pursuant to sections 328(a) and 1103(a) of title 11 of the United States

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

"Bankruptcy Rules"), an order of the Court authorizing and approving the Committee's retention

of Munsch Hardt Kopf & Harr, PC ("Munsch Hardt") as counsel for the Committee in the

Bankruptcy Case. In support of the Application, the Committee respectfully represents as

follows:

The Debtor in this chapter II 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.

I. JURISDICTION AND VENUE

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

1334. Consideration of this Application is a core proceeding under 28 U.S.C. § 157(b)(2). The

Committee disputes that the District of Delaware is the proper venue for the Bankruptcy Case;2

however, to the extent this Court deems that it is a proper venue for the Bankruptcy Case, such

venue is appropriate under 28 U.S.C. §§ 1408 and 1409. The statutory predicates for the relief

requested herein are sections 328(a) and 1103(a) of the Bankruptcy Code and Bankruptcy Ru1e

2014.

II. BACKGROUND

2. On June 26, 2012 ("Petition Date"), the Debtor filed a voluntary petition for relief

under chapter 11 of the Bankruptcy Code, thereby initiating the Bankruptcy Case. The Debtor

remains in control of its business and affairs as a debtor-in-possession pursuant to sections 1107

and 1108 of the Bankruptcy Code.

3. On July 6, 2012, the United States Trustee filed its Notice of Appointment of

Committee of Unsecured Creditors [Docket No. 86], thereby forming the Committee.3

4. On July 9, 2012, the Committee selected Munsch Hardt to serve as its lead

counsel.

2 The Committee is separately filing its Joinder of the Official Committee of Unsecured Creditors in: (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; and (ii) Motion of Cordillera Property Owners Association, Inc. and Cordillera Metropolitan District to Transfer Venue to Colorado. The Committee is in no way waiving any, and hereby preserves all, rights it has to contest the current venue of this Bankruptcy Case.

The Committee's current membership, comprised of various homeowner and trade creditors of the Debtor, is as follows: (i) John D. O'Brien; (ii) Cheryl M. Foley; (iii) Ken Ulickey; (iv) Kevin B. Allen; (v) Dennis S. Meir; (vi) JohnS. Lemak; and (vii) Ceres Design & Arborscape, LLC. All of the Committee's members have Colorado addresses.

2

III. RELIEF REQUESTED

5. This Application is made by the Committee for an order, pursuant to sections

328(a) and 1103(a) of the Bankruptcy Code and Bankruptcy Rule 2014, authorizing the

Committee to retain Munsch Hardt as its lead counsel, effective as of July 9, 2012.

A. Basis of Selection of Counsel

6. The Committee selected Munsch Hardt as its counsel because of the firm's

extensive experience in and knowledge of business reorganizations under chapter II of the

Bankruptcy Code and its significant experience in hospitality, real estate, and other matters of

importance in this Bankruptcy Case. Munsch Hardt will make every effort to represent the

Committee in the most effective and cost-efficient manner possible.

7. Munsch Hardt is well-qualified to represent the interests of the Committee as its

counsel. Munsch Hardt is a full-service, business law firm with expertise in all areas of

commercial and business law, including bankruptcy, reorganization and creditors' rights,

corporate, securities, tax, real estate, intellectual property, and litigation.

8. Munsch Hardt's Reorganization/Corporate Finance Section has particular

experience in significant debt restructnrings and large bankruptcy cases, both regionally and

nationally. Specifically, Munsch Hardt has: (i) represented official committees in all facets of

bankruptcy; (ii) represented various entities in connection with asset sales in the bankruptcy

context; (iii) represented debtors, creditors, trustees, and examiners in bankruptcy cases; and (iv)

represented lenders, lender groups, and secured creditors in various restructuring and bankruptcy

matters. This experience, coupled with the firm's expertise in hospitality, real estate, and other

matters of importance in this Bankruptcy Case, provides Munsch Hardt with the expertise to

address the numerous legal issues that will arise in the context of representing the Committee.

3

B. Services to Be Rendered

9. Munsch Hardt is expected to render legal services as the Committee may consider

desirable to discharge the Committee's responsibilities and further the interests of the

Committee's constituents in this Bankruptcy Case. In addition to acting as primary spokesperson

for the Committee, it is expected that Munsch Hardt's services will include, without limitation,

assisting, advising, and representing the Committee as follows:

(a) Assisting, advising, and representing the Committee with respect to the administration of the Bankruptcy Case and the exercise of oversight with respect to the Debtor's affairs, including all issues in connection with the Debtor, the Committee, and/or this Bankruptcy Case;

(b) Providing all necessary legal advice with respect to the Committee's powers and duties;

(c) Preparing on behalf of the Committee necessary applications, motions, memoranda, orders, reports, and other legal papers;

(d) Conducting any investigation, as the Committee deems appropriate, concerning, among other things, the assets, liabilities, financial condition, and operating issues of the Debtor;

(e) Commencing and prosecuting any and all necessary and appropriate actions and/or proceedings on behalf of the Committee that may be relevant to the Bankruptcy Case;

(f) Communicating with the Committee's constituents and others as the Committee may consider necessary or desirable in furtherance of its responsibilities;

(g) Appearing in court and at statutory meetings of creditors to represent the interests of the Committee;

(i) Assisting, advising, and representing the Committee with respect to the negotiation, formulation, drafting, and confirmation of a plan of reorganization and matters related thereto, including the negotiation of any "Section 363" sales of any of the Debtor's assets; and

G) Performing all other legal services for the Committee which are appropriate, necessary, and proper.

4

C. Professional Compensation

10. Munsch Hardt has agreed to perform the above-referenced legal services at hourly

rates customarily charged by Munsch Hardt for legal services provided in a case of this nature

and to seek payment for such services on behalf of the Committee from the Debtor's bankruptcy

estate, subject to approval by this Court. Munsch Hardt's hourly rates range from $685 for

shareholders with the highest billing rates, to $200 for paralegals with the lowest billing rates.

11. As set forth in the Declaration of Joseph J Wielebinski in support of this

Application (the "Wielebinski Declaration"), which is attached hereto as Exhibit A, Munsch

Hardt's hourly rates for the attorneys and paraprofessionals who will most likely be working on

the Bankruptcy Case are:

Russell L. Munsch, Shareholder Joseph J. Wielebinski, Shareholder Jay Ong, Shareholder Zachery Z. Annable, Associate Audrey Monlezun, Paralegal

$685.00 per hour $620.00 per hour $385.00 per hour $315.00 per hour $200.00 per hour

12. The attorneys who will provide services to the Debtors are duly licensed to

practice in the State of Texas. As necessary, certain other attorneys and/or paraprofessionals

may provide services in connection with the engagement. Additionally, Munsch Hardt's rates are

subject to periodic adjustment (normally at year end) to reflect economic, experience, and other

similar factors.

13. Munsch Hardt's billing rates are consistent with, if not lower than, rates charged

by other professionals in the District of Delaware with similar experience. These rates are set at

a level designed to compensate Munsch Hardt for the work of its attorneys and paralegals and to

cover fixed and routine overhead expenses. Munsch Hardt will also seek reimbursement of all

disbursements and all actual and necessary expenses incurred in the rendition of services to the

Committee, subject to Court approval. These disbursements will include, among other things,

5

costs for telephone and telecopier charges, photocopying, necessary travel, business meals,

computerized research, messengers, couriers, postage, witness fees, and other fees related to

trials and hearings.

14. Munsch Hardt will apply to the Court for compensation and reimbursement of

expenses in accordance with the applicable provisions of the Bankruptcy Code and the Local

Rules ofthis District and Court.

15. Munsch Hardt has no agreement with any other entity to share any compensation

received, nor will any be made, except as permitted under section 504(b )(I) of the Bankruptcy

Code.

D. Disinterestedness of Professionals

16. To the best of the Committee's knowledge, information and belief, other than as

set forth herein and in the Wielebinski Declaration, Munsch Hardt: (i) does not hold or represent

any interest adverse to the Committee in the matters for which it is proposed to be retained; (ii)

does not have any connection with the Debtor, its creditors, or any other party-in-interest or their

respective attorneys and accountants; (iii) does not have any connection with the United States

Trustee or any person employed in the Office of the United States Trustee; and (iv) is a

"disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code.

17. Munsch Hardt has informed the Committee that it has had, or continues to have,

relationships with certain potential creditors and parties-in-interest in the Bankruptcy Case.

Specifically, Munsch Hardt is aware that there is a Behringer Harvard entity who is a potential

creditor in the Bankruptcy Case. Munsch Hardt represents certain other Behringer Harvard

entities as chapter II debtors in bankruptcy cases currently pending in the United States

Bankruptcy Court for the Eastern District of Texas. Those debtors' cases are being jointly

administered under case no. 12-41581, In re BHFS I, LLC, eta!. (the "Texas Bankruptcy Case").

6

Except for the fact that they are owned by a common REIT-known as Behringer Harvard

Opportunity REIT I Inc.-which Munsch Hardt does not represent, the Behringer Harvard

entities Munsch Hardt represents in the Texas Bankruptcy Case are unrelated to the Behringer

Harvard entity with an interest in this Bankruptcy Case. Munsch Hardt has advised Behringer

Harvard of this connection, and Munsch Hardt has been informed that Behringer Harvard has no

objection to Munsch Hardt's representation of the Committee.

18. In addition, and as set forth more fully in the Wielebinski Declaration, due to the

diversity of Munsch Hardt's practice areas, Munsch Hardt may have rendered or may now be

rendering legal services to certain other creditors ofthe Debtor or other interested parties, or may

have been or may now be involved in projects as to which attorneys or accountants for certain

creditors or other interested parties were or are now involved, all unrelated to the Bankruptcy

Case. According to the Wielebinski Declaration, none of these matters are related to the

Bankruptcy Case and none ofthem constitute an interest materially adverse to the Committee.

19. As part of their practice, attorneys of Munsch Hardt regularly appear in cases,

proceedings, and transactions involving many different attorneys, accountants, financial

consultants, and investment bankers, some of which now or may in the future represent creditors

and parties-in-interest in the Bankruptcy Case. Munsch Hardt does not represent any such

entities in the Bankruptcy Case, nor will it have any relationship with any such entities that

would be adverse to the Committee in the Bankruptcy Case.

IV. NOTICE

20. Notice of this Application will be served on: (i) the Debtor's counsel; (ii) the

Office of the United States Trustee for the District of Delaware; (iii) each member of the

Committee; (iv) all parties filing a notice of appearance in the Bankruptcy Case; and (v) each

party served electronically by the Court's ECF System. Because of the nature of the relief

7

requested, the Committee submits that such notice is sufficient and that no further notice of the

relief requested in the Application need be given to any party.

WHEREFORE, PREMISES CONSIDERED, the Official Committee of Unsecured

Creditors respectfully requests that the Court (i) approve the Application, (ii) enter an order

approving the retention and employment of Munsch Hardt as counsel to the Committee, effective

July 9, 2012, and (iii) grant the Committee such other and further relief as may be just and

proper.

[Remainder of Page Intentionally Left Blank]

8

DATED: July 11, 2012

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF CORDILLERA GOLF CLUB, LLC

By: Is/ Dennis S. Meir (with permission) Dennis S. Meir Committee Chairperson

9

In re:

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11

CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS)

Debtor. Objection Deadline: 7/26/12@ 4:00p.m. Hearing Date: 7/27/12@ 1:00 p.m.

NOTICE OF APPLICATION

TO: (i) Counsel for Cordillera Golf Club, LLC; (ii) the Office of the United States Trustee for the District of Delaware; (iii) each member of the Official Committee of Unsecured Creditors; (iv) all parties who have filed a notice of appearance in the above-captioned bankruptcy case; and (v) all other parties receiving electronic notice in the above-captioned bankruptcy case via the Court's ECF System.

PLEASE TAKE NOTICE that, on July 11, 2012, the Official Committee of Unsecured Creditors (the "Committee") appointed in the above-captioned chapter 11 bankruptcy case (the "Bankruptcy Case") of Cordillera Golf Club, LLC (the "Debtor") filed its Application of the Official Committee of Unsecured Creditors of Cordillera Golf Club, LLC for an Order Authorizing and Approving the Employment of Munsch Hardt Kopf & Harr, PC as Counsel, Nunc Pro Tunc, to July 9, 2012 (the "Application") with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware 19801 (the "Bankruptcy Court").

PLEASE TAKE FURTHER NOTICE that responses, if any, to the Application must be in writing, in conformity with the Federal Ru1es of Bankruptcy Procedure and the Local Rules of the Bankruptcy Court, filed with the Bankruptcy Court, and served upon, so as to be received by, the undersigned proposed counsel on or before July 26, 2012 at 4:00 p.m. (prevailing Eastern Time). Only properly and timely filed responses will be considered.

PLEASE TAKE FURTHER NOTICE that this Application is scheduled to be heard by the Bankruptcy Court on July 27, 2012 at 1:00 p.m. (prevailing Eastern Time) before The Honorable Christopher S. Sontchi, Judge, United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 5th Floor, Courtroom No.6, Wilmington, Delaware 19801.

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.

IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.

DATED: July 11, 2012

Dated: July 11, 2012 SAUL EWING LLP

By:~ ~~ 222 Delaware Avenue, Suite 1200 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6840 Facsimile: (302) 421-5873 E-mail: mminuti@saul.com

-and-

MUNSCH HARDT KOPF & HARR, P.C. Russell L. Munsch Texas BarNo. 14671500 Joseph J. Wielebinski Texas BarNo. 21432400 Jay H. Ong Texas Bar No. 24028756 Zachery Z. Annable Texas Bar No. 24053075 3800 Lincoln Plaza 500 N. Akard Street Dallas, TX 75201-6659 Telephone: (214) 855-7500 Facsimile: (214) 978-4335 E-mail: rmunsch@munsch.com E-mail: jwielebinski@munsch.com E-mail: jong@munsch.com

Proposed Counsel for the Official Committee of Unsecured Creditors

2

Exhibit A

Declaration of Joseph J. Wielebinski

In.re:

IN THE UNITED STATES BANKRUPTCYtJOURT FOR TH1t1)ISTIUC'f OF l))J)LAWARE

Cordillera Golf Club, L:LC chapwtn

Cru>e~p.l2-11893,QSS dba !he Club atC()ttlillera,

D~btor.

DE<i:LARATIONOF JOSE.PH J. WIELEBIN"SKI IN SUPPORT OF APPLICA'J'IONOF THEPf;FICU\Ji (::OMMl'J:'TEE OF "(JNSECUll.ED CR:EWJ:ORS

OF CORDILLERA GOLF CLUB,LLC FORAN ORDER AUTHORIZING ~D APPROYINGTllE EMI'.LOYMEN1' OF MONiilCH :lliUIDT KOPF & HA.'RR, PC

AS COUNSEL, NUNC PR.O TUNC, TO JUL'\'9, 2012

I,Joseph !. \Yielebinski; pursuant to section 174(; ohitle 28 ofthe Unit~dSu;ttes Code,

h(lreby declar.e the fqllqMfing and. certify that it is tnre an4 <;<>t':t:ect tp the best pf iny knowledge

and belief:

<t. ''My name 1s Joseph J~ Widebinsld! 1 am over the a~e of 18 years, and I am

competent and Qthetwise qualified to .• make this Deelaration. !have personal knowledge of the

matters ,Stated herein and they !lfe all tnre and correct to the best ofrrty kp.pwledge,

2. I run. el{ecuting this Declati!tion in. support of tile Application of the Official

Commiftee>of Unsecured crediiws of cordillera (JQ.lf club, LJ;,c for an.Order Aut!Wrizing ancf

Approving the Employment of Munsch Hardt Kop.f & Harr, PC as Counsel, Nunc Pro Tunc, to

July 9, .2012 (the "Awlication"), filed by the Official Committee of Unsecured Creditors. (the

''Committee'') appointed in the above-captioned chapter 11 bankruptcy case (the ''Bankruptcy _, . ' .

Case") Qf Cordillera Golf Club, LLC (the "Debtor''); Through the Application, the Conln!ittee is

seeking an o~qer of th~ Court authorizing .and. approVipg the Cowmittee's ;retention of Munsch

Pagel

Hardt Kopf&Harr, PC ("M\.lnsch Hardt'}as counsel for the.Committeein the Bank:ruptcy Case

as ofJuly 9, 2012.

3. I am a shareholder ofM\.lnsch Hardt, I;. along v.>ith Russell L Munsch, '\'4]]he the

principalM\.lnsch Hardt ll\t.tomeys liJ.cJiarge ofthetepresenfulion of the ()~llliTiittee.

4. My office addfess is 38QO Lincoln PI!~@., 50.0. I'll. Akard. Street, Dallas, Texas

75201, Tel~hone: (214)855-7561, Facsimile: (214)'11!!-4375.

5. I am admitted to. practice before, inter alia, the Supreme Court of Texas and all

federal district courts in Texas, as well as the Fifth Circuit Courts of Appeals. The other

attorneys of'<Munsch Hardt wll() ate most likely to Jippeilr in the BankriJ.ptcy case ·l!l'e also

'ac.linitted 10·.Pl'actice inthi.l State ofTexas 31J.<i various fe<ieta:I cou):'ts.

QUJ\LIFICATIONSOFMUNSCH.IIARDT

6. M\.lnsch Hardt maintains offices in Dallas, Austin, and Houston, Texas. Munsch

Hardt is currently Comprised of more than one hundred (1 00) lawyers, and its client base

includes ll1any public and private .corporations, partnerships; govel'Il!hental entities, banks,

insur31J.ce co!II.panies, non-profit organiijl.tions, estates, trusts, and individuals. MunschHardtis

a full-sen/ice, business Ia',¥ firm v.>ith expertise in all areas of colU1!1erci~;tl .and business law,

inclu(jing bank:ruptcy, reo.rg<tni~tion and creditor:;,' rights, corporate,. securities, tax, reaLestate,

intellectual prop.erty, and litigation; M\.lnsch Hatdfhas extensive. experience in and knowledge

of business reorgan:izations under chapter 11 ofthe Bankruptcy Code. Munsch Hardt also has

significant experience in hospitality and real esta.te matters.

7. Munsch Hardt's Reorganization/Corporate Finance Section has particular

experience in signifi.c<tnt debt restrilcturings and large bankruptcy cases, both r<:ogionally and

.n,ationally. Spedfical]y, Munsch Hardt ha.s:. {i) r~r~sented offigial committees in all facets of

bankruptcy; (ii) r@presented variou$ entities in connection with asset sales in the bankruptcy

context; (iii) represented debtors, creditors, trustees, and examiners.in bankruptcy cases; and,(iv)

represented lenders, lender groups, and secured creditors in vaiious.restructuring and bankruptcy

matters. Thise:Kp.erience, coupledwith the finn's e:Kpertise in hospitality and real estate lllatters,

proyid(i's J\,1 utrsch Hardt With the expertise to address. the nl!inerous legfil issues that will. tll;ise in

the context ofrep:te!;¢nting the Collllllittee.

8. The Committee has reqJlested that M)lnSch Hardt render services in relation to

those matters set foith in the Application. Su~ect to the Court's approval of the Application,

Munsch Hardt is willfn& to serve as the Comniittee's counsel and to perform such services.

SERVICES TO BE RENDERED

9. As oU\Ily 9, 2012, the Coiiiiiliftee requestedihat Munsch I:Iardt rendet s)lch legal

s.ervices as the Collllllittee'may consider .desirable to.rlls~;harge the Committee1s.responsibilities

and further the interests of the Committee 's•constituents1n this Bankruptcy Case, In addition to

acting as primlll)' spokesperson .for the Committee, itds expected that Munsch .Hardt's services

will include, without limitation, assisting, advising, and representing the Committee as follows:

(a) A§sisting, 1\dVising, and representing the Committee wit!~ respect to the .administration of the Bankruptcy Case and the exercise of oversight with respect to the Pebfor's affairs, including ?~l issues in connection With the Debtor; the. Committe~:,and/or this Bankruptcy Case;

Providing all necessary legal advice witlnespect to the Committe!l'S powers and duties;

(c) Preparing <>n behalf of the Committee necessary applications, motions, me:morwda, orders, reports, and other !~:gal papers;

(d) Conducting· lillY investigati{JJ1, as the . Co!\:ll:\littee deef4s appropriate; concerning, ,among otherthlngs,the assets, liabilities; financial condition, and operating issues qfthe Debtor; · · ·

Page3

(e) Co!111Jl,encing and prosecuting an¥ and all necessary and appropriate actions an<,lf()r proceeclliJ.gs. on behi!lf of the (!()!111Jl,ittee that may be relevant to the Bankruptcy Case;

(f) Co!111J1,WJicating with the Co!111Jl,ittee's constituents and others. as the Co=ittee may consider necessary 1:\r desiiableiri furtheranCe: ofits responsibilities;

(g) ABpearing in court and at statutory meetings of creditors to represent the interests of the Committee; ·

(i) Assisting, advising, and representing the Conwilttee with respect to the . negotiation, formulation, . drafting, and confirmation of a plan of reorganization and matters related thereto, including the negotiation of any "Section 363" sal.es of any ofthe Debtoris assets; and

{j) Performing i!ll other legal services. for the Co=ittee which are appropriate; ne(le§sary, and proper. ·· · ·

PROFESSIONAL COMPENSATION

10. Mu~ch Hardth11S agre.eq to perform the a]?oye:-refere)lped !ega[ services <It hourly

rates customarily charged .!Jy Munsch Hardt for legal services provided in a case ofthis nature

and. to seek paymentfor such servh;es on behalf ofthe CotnJllittee from the Debtor's bankruptcy

estate, sqbject to . approval by tbe Court. Munsch .Hardt's hourly rates ranae ·from $6.85 for

shareholders with the higbestbillirtg:rates, to $200 for paralegals with the lowest billing rates.

ll. Munsch Hardt's hourly rates for the attorneys and paraprofessionals who will

most likely be working on theBill)kruptcy Cas.e.are: . - . . . -··· . ..

Russell L. Munsch, Shareholder Joseph J. Wlelebinski,,Shareholder Jay Ong,.Sharehplder ZachetyZ. Allllable, Associate A;qgrey Monlezun, Paralegal

$68~.0Q.per hour $620~00 per hour $385.00 per hour $3f5.00per hour $200.00per hour.

12. As ne:l!essary, certain ·()ther attorneys and(or paraprofessionals may provide.

services in counection with the engagement. Ac!ditionally, Munsch Hardt's rates are subject to

penoclic adjustment (norm(l!ly at~ear-end} to reflect economic, experience, and other similar

factors.

fa,ge 4

13. Munsch Hardt's billing rates are eonsistentwith, if not lower than, rates charged

py other professionals in the District of Delaware with, similar experience. These rates are set at

a level designed to .. compensate Munsch Hardt for'the work of its attorneys and paralegals l!IId to

cover· fixed and routine overhead expenses. MliliSch Hai'd,t will also seek reimbursementpf all

disbursements and !Ill actual and necessi:!i"Y expenseS incurrei:l in the rendition ofs.ervices. to the

Committee, subject to Co\lrt approval. These disburseJUents will include, among other things,

costs for telephone and telecopier charges, photocopying, necessary travel, business meals,

computerized research, messengers, couriers, postage, witness fees, and ot:her fees related to

trials and hearings.

14. Munsch Hardt will apply to t:he Court for COJUpensation and reimbursement of

expenses in accordanc.e wit); .the applicable. provisions of the Bankruptcy Code and the Local

Rules pf this District !llld Co\lrt ..

tS. Munsch Hardt has no agreement with any other entity to share any compensation

received, nor will !lily be made, except as pennitted under section 504(b )(l) oftitle II of the

United. States Code (the "Bankruptcy Code").

DISINTERESTEDNESS OF PROFESSIONALS

16. To the best of my lq!owledge, infon11ation l!lld belief, other than as set forth

herein, Munsch Hardt: (i}.does not hold or represent any interest adverse to the Col1l11iittee in

the. matters for whichit is proposed to be retained; (ii) does not have any connection with the

Debtor, its creditorS, or any other party-in-interest or their respective attorneys and accountants;

(iii} does not have any connection with the United States Trustee or any person employed in .the

Office of the United States Trustee; and (iv) is a "disinteres.tedperson," as. that term is defined in

section 1 01 (14) of the Bankrup~cy Cod!'J.

Pl!geS

17. Munsch Hardt has. had, or continues to have, relationships with certain potentia:!

.creditors and parties-in-interest in the Bankn!ptcy Case. Specifically,Munsch Hardt is aware

that there is a Behringer Harvard entity who is a. potential cre4iW in the Bankn!ptcy Case,

Mllllsch Hardt represents certain .other Bdujnger Harvard entities as. chapter 11 debtors in

bankn!ptcy cases currently pending in the 'United States BankrUptcy Court. for. the Eastern

Disftict of Texas. 'Those debtors; cases areheingjointlyadministered under case. no. 12-41581,

In re BHFS I, LLC, etal. (the "Texas Bankruptcy Case''). Except for the fact .that they are owned

by a .common REIT-known as Behringer Harvard 0pportunity REIT I Inc.__,.cWhic:h Munsq}l

Hardtdoes not represent, the Behringer Harvard entities Munsch H~dt represents in the Texas

Bankruptcy Case are unrelated to. the Behringer H:arvard entity with an interest in this

Bankruptcy Case. Munsch Hardt has advised Behringer Harvard of this connection; and Munsch

Hardt has been informed that Behringer Harvard has, no objection to Munsch Hardt's

representation ofthe Committee.

18. Ill prepariiJ,g (his neclaratiou} I have utilized M!lllSch J;Iardt's p~o<;edures w ensuring compliance with the Banknlp(cy Code and the Federal . .R\!Jes ofBankrupfcy .Brocedure

r(lgarding .the retention of professionals. I .have reviewed the docket in the Debtor?s. case to

identify parties thafmay have an interest in the Debtor's case and compiled a schedule of those

parties .identified. This schedule is reproduced and attached hereto as Exhibit 1, To determine

disinterestedness, Munsch. Hardt cdnqucted a computer se.arch of i(s records, which includes

inforination as to both active and inactive client matters, .to determine the existence of any

potential conflict with the. parties identified on Exhibit 1. In addition, each attorney emplpyed.

by Munsqh Hardt was· given written notice of Munsch Hardt's. potential engagement by the

Cqmmittee ;md ;ill known parties having a mate.rial interest adverse to the Committee, and .. each

l'age 6

such attorney was i!Sl<ed if he or she. was aware of any conflicts. The s.earch and notification

procedures outlined above demonstrated that Munsch Hardt is not.a.nd has not been engaged as

colillselon any matter that] believe would'disql)alify Munsch Hardt from acting l¥l COl)USel for

the.Con1nlittee, and it is Illy belief that Mt!llsch Hardt does. riot. have an inter~st adverse to the

interests of the CoJlliliittee.

19. Similarly, I have reviewed, or caused to be reviewed, the records of Munsch

Hardt to. deterllline whether M=ch Hardt has any connections with any of the known parties. in·

interest in the llankruptcy Case, or, any of their known attorneys and accountants. Except as set

ol)t herein, Tdo notbelieve thatM@Sch Hardt has !Ill)' such colillecti(lns.

2:0. Due to the cllversity of M\IUS(:h Hardt's practice areas, Mt!Ilsch Hardt may haYe

rendered or:J'lla.Y now be rendering legal services to. certain other creditors ofthe: Pebtor or other

interested parties, or may have been or may now be involved in projects as to which. attorneys or

accountants for certain creditors or other interested parties were .or are now involved, all

unrelated to the .Bankruptcy. Case~ Based up. on the results of the conflict procedures. taken by . .

M. unsch Har .. ·. dt, as described ibove, none ()f these matters'ate related to the Bankruptcy Case and ~-- ' " . . . . - - - " - -

nop.e. of them, 1() the best .of rny knowledge, constitg(c;:,.an intere:st materially adverse to the

Committee.

21. As part of their practice, attorneys of Munsch Hardt regularly appear in cases,

proceedings, and transactions involving many different attorneys, accountants, financial

consultants, and inveStment bankers, .some of which now or may in the future represent creditors

and parties-hi-interest in tlie Bankruptcy Case, Ml)USch Hardt do.es not represent any such

entities in the Bankruptcy Case; nor will it have any relationship witli any s.uch enti.ties that

would be adverse to the Committee in the Bankruptcy Case.

Page7

22. Based on .. thefo.regoing, I believeMunsch Hardt to be."disinterested" for purposes

of section 101 (14) ofthe Bankrilptcy Code. To the.extent that Munsch .Hardt discovers any facts

bearing uppn the matters descpbed herein or its representation of tile Committee during the

period of its .. einployment by the. Committee in conneetion with the B<inkruptcy Case, Mllll?ch

Hardt will promptly supplement the information contained in this Declwation to disclose sqch

information.

I declare, under penalty of perjury; thattheforegoing is true and correct.

Ex~c~ted .this ~Y Pf!II!y, 2012,

Page8

EXHIBIT I

ENTITIESSUBJECT TO MUNSCH HARDT'S CONFLICT SEARCH

Cordillera GolfCiub, LLC d/b/a The Club at Cordillera Cordillera:O:olfHoldings, LLC AcushrietCompany Alpine Bank AH!pa,l).oe Pumping Systems BehringerHanrard Callaway Golf, Inc. CGHManager, LLC Centurylink, Inc. Ceres.])(l~ign& Arborscape LLC dba Land.Designs by El!iSori Charfes llhd.Megan Jackson Ghery I Foley Colorado Motor Pattl> Collett Enterprises, Inc, Cox, Castle&::Wi¢holson, LLP CVC Property 0wners Association D.avid A. Wilhelm Dennis S, Meir Pickinson,.I'!'llii'homme, Adams& Ingram,.L.LP Eitgle ComitY Treasurer Greenberg Traurig Johri O'Bri¢:ti. Ken Ulickey Kevin B. Allen Johri S. Lern:ak Holy Cross Electric Association Inc. LL Johnson Distribution Co. River Centre Development, LLC Taylor Made, Adidas Golf Co. Taylor Made, Inc. Thomas.and Jane Milner The Rush Family Trust UTD Ml!Y 8, 198~ Thomas·Genshaft US Departmentof (he Interior Burea11 of Reclamation. Great Plai~ Winfield Solutions; .LLC

MHDocs:\895414_213152.1

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS)

Debtor. Re: Docket No.

ORDER AUTHORIZING AND APPROVING THE EMPLOYMENT OF MUNSCH HARDT KOPF & HARR, PC AS COUNSEL TO THE OFFICIAL

COMMITTEE OF UNSECURED CREDITORS OF CORDILLERA GOLF CLUB, LLC. EFFECTIVE NUNC PRO TUNC. TO JULY 9, 2012

Having considered the Application of the Official Committee of Unsecured Creditors of

Cordillera Golf Club, LLC for an Order Authorizing and Approving the Employment of Munsch

Hardt Kopf & Harr, PC as Counsel, Nunc Pro Tunc, to July 9, 2012 (the "Application"i filed

by the Official Committee of Unsecured Creditors (the "Committee") appointed in the above-

captioned chapter 11 bankruptcy case (the "Bankruptcy Case") of Cordillera Golf Club, LLC

(the "Debtor") and the Declaration of Joseph J Wielebinski (the "Wielebinski Declaration")

filed contemporaneously with and in support of the Application, the Court finds that (i) it has

jurisdiction over the matters raised in the Application pursuant to 28 U.S.C. §§ 157 and 1334;

(ii) the Application presents a core proceeding pursuant to 28 U.S.C. § 157(b)(2); (iii) proper and

adequate notice of the Application and an opportunity for a hearing on the Application has been

given and no other or further notice is necessary; (iv) all objections to the Application have been

resolved by this Order or are overruled in their entirety; (v) based on the representations made in

the Application and the Wielebinski Declaration (a) Munsch Hardt Kopf & Harr, PC ("Munsch

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The Debtor in this chapter II case, and the last four digits of its employer tax identification number, is: XX-XXXl3l7. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, co 81632. Capitalized terms not otherwise defined herein have the same meanings ascribed to them in the. Application.

Hardt") does not represent any interest adverse to the Connnittee and/or the Debtor's estate with

respect to the matters upon which it is to be engaged, (b) Munsch Hardt is a "disinterested

person," as that term is defined in section 101(14) of the Bankruptcy Code, and (c) Munsch

Hardt's employment is necessary and in the best interests of the Connnittee and the Debtor's

estate; and (vi) good and sufficient cause exists for granting the relief requested in the

Application. It is therefore

ORDERED that the Application is APPROVED in all respects; it is further

ORDERED that, in accordance with Bankruptcy Code sections 1103(a), 328(a), and

Bankruptcy Ru1e 2014(a), the Connnittee is authorized and empowered to employ and retain

Munsch Hardt as its counsel in the Bankruptcy Case nunc pro tunc and effective as of July 9,

20 12; it is further

ORDERED that payment of Munsch Hardt's fees and expenses shall be made, subject to

this Court's review and approval, pursuant to the terms described in the Application and the

Wielebinski Declaration in accordance with the applicable provisions of the Bankruptcy Code,

the Bankruptcy Rules, the United States Trustee's applicable guidelines, and the local rules and

orders of this Court; it is further

ORDERED that the Committee is authorized to take all actions necessary to effectuate

the relief granted pursuant to this Order in accordance with the Application; and it is further

ORDERED that the Court shall retain jurisdiction to hear and determine all matters

arising from the implementation of this Order.

Dated: ______ _, 2012

THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE

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In re:

UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11

CORDILLERA GOLF CLUB, LLC, Case No. 12-11893 (CSS)

Debtor.

CERTIFICATE OF SERVICE

I, Mark Minuti, hereby certify that on July 11, 2012, I caused a copy of the foregoing

Application of the Official Committee of Unsecured Creditors of Cordillera Golf Club,

LLC for an Order Authorizing and Approving the Employment of Munsch Hardt Kopf &

Harr, PC as Counsel, Nunc Pro Tunc, to July 9, 2012 to be served on the parties on the

attached service list in the manner indicated therein.

SAUL EWING LLP

By:~ M~"' 222 Delaware Avenue, Suite 1200 P. 0. Box 1266 Wilmington, DE 19801-1266 (302) 421-6840

CORDILLERA GOLF CLUB, LLC Service List

Via Hand Delivery: Michael R. Nestor, Esquire Joseph M. Barry, Esquire Donald J. Bowman, Esquire Young Conaway Stargatt & Taylor LLP Rodney Square 1000 North King Street Wilmington, DE 19801

Mark Kenney, Esquire Office of the United States Trustee J. Caleb Boggs Federal Building 844 King Street, Suite 2207 Wilmington, DE 19801

Mark D. Collins, Esquire Zachary I. Shapiro, Esquire Richards, Layton & Finger, P.A. One Rodney Square 920 N. King Street Wilmington, DE 19801

Tobey M. Daluz, Esquire Joshua E. Zugarman, Esquire Ballard Spahr LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801

Darnien Tancredi, Esquire Cozen O'Connor, PC 1201 N. Market Street, Suite 1400 Wilmington, DE 19801

William P. Bowden, Esquire Ricardo Palacio, Esquire Ashby & Geddes, P .A. 500 Delaware avenue, 8th Floor P.O. Box 1150 Wilmington, DE 19899

Matthew P. Ward, Esquire Ericka F. Johnson, Esquire Womble Carlyle Sandridge & Rice, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801

Richard W. Riley, Esquire Duane Morris LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801-1659

Ellen W. Slights, Esquire United States Attorney's Office District of Delaware 1007 N. Orange Street, Suite 700 P.O. Box 2046 Wilmington, DE 19899-2046

Via Overnight Delivery: Erika L. Morabito, Esquire Brittney J. Nelson, Esquire Foley Lardner LLP 3000 K Street, N.W., Suite 600 Washington, DC 20007

Christopher Celentino, Esquire Mikel Bistrow, Esquire Dawn Messick, Esquire Foley Lardner LLP 402 W. Broadway, Suite 2100 San Diego, CA 92101

Carl A. Eklund, Esquire Ballard Spahr, LLP 1225 17th Street, Suite 2300 Denver, CO 80202

Vincent J. Marriott, III, Esquire Sara Schindler-Williams, Esquire Ballard Spahr, LLP 1735 Market Street, 51st Floor Philadelphia, PA 19103

James J. Holman, Esquire Duane Morris LLP 30 South 17th Street Philadelphia, PA 19103

Arthur J. Abramowitz, Esquire Cozen O'Connor, PC Libertyview, Suite 300 457 Haddonfield Road Cherry Hill, NJ 08002

Brad W. Breslau, Esquire Cozen O'Connor, PC 707 17th Street, Suite 3100 Denver, CO 80202

Melissa Maxman, Esquire Ronald Wick, Esquire Cozen O'Connor, PC 1627 I Street, NW, Suite llOO Washington, DC 20006

Harland W. Robins, Esquire Dickinson Wright PLLC 15 N. 4th Street Columbus, OH 43215

Kristi A. Katsma, Esquire Dickinson Wright PLLC 500 Woodward Avenue, Suite 4000 Detroit, MI 48226

Garry R. Appel, Esquire Appel & Lucas, P.C. 1660 17th Street, Suite 200 Denver, CO 80202

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Peter A. Cal, Esquire Mark L. Fulford, Esquire Sherman & Howard L.L.C. 633 17th Street, Suite 3000 Denver, CO 80202

Michael S. Kogan, Esquire Kogan Law Firm, APC 1901 Avenue of the Stars, Suite 1050 Los Angeles, CA 90067

Dan White Cordillera Golf Club, LLC 97 Main Street, Suite E202 Edwards, CO 81632

Securities & Exchange Commission Central Regional Office Attn: Office of General Counsel (Bankruptcy) 1801 California Street, Suite 1500 Denver, CO 80202

Colorado Department of Revenue Attn: Bankruptcy Unit 1375 Sherman Street, Room 1375 Denver, CO 80261

Secretary of State Division of Corporations Franchise Tax John G. Townsend Building 401 Federal Street- Suite 4 P.O. Box 898 Dover, DE 19903

Secretary of Treasury 820 Silver Lake Boulevard, Suite 100 P.O. Box 7040 Dover, DE 19903

George S. Canellos, Regional Director Securities & Exchange Connnission New York Office 3 World Financial Center, Suite 400 New York, NY 10281-1022

Internal Revenue Service Department of Treasury Ogden, UT 84201-0030

Internal Revenue Service Centralized Insolvency Section 2970 Market Street Philadelphia, PA 19104

Internal Revenue Service Centralized Insolvency Section P.O. Box 7346 Philadelphia, PA 19101-7346

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