10000001664

4837-1690-0113.
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UNITED STATES BANKRUPTCY COURT
DISTRICT OF COLORADO

In re

CORDILLERA GOLF CLUB, LLC dba The
Club at Cordillera,
Tax ID / EIN: 27-0331317

Debtor.

Case No. 12-24882 ABC
Chapter 11
STIPULATION TO VACATE TRIAL AND STAY DISCOVERY ON
MOTION TO APPOINT CHAPTER 11 TRUSTEE

Cordillera Golf Club, LLC dba The Club at Cordillera (the Debtor), 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 (Member Representatives), the
Official Committee of Unsecured Creditors (Committee), Cordillera Property Owners
Association, Inc. (CPOA), Cordillera Metropolitan District (District), and David A. Wilhelm
(Wilhelm) by and through their respective counsel, hereby enter into and submit this
Stipulation to Vacate Trial and Stay Discovery on the Motion to Appoint Chapter 11 Trustee
(Stipulation) with reference to the following facts:
RECITALS
A. On July 24, 2012, 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 (Member Representatives or Movants) filed their motion requesting
appointment of a Chapter 11 Trustee for this case pursuant to sections 1104(a)(1) and (2) of the
Bankruptcy Code (the Trustee Motion) with an initial hearing date of August 15, 2012 [Docket
No. 235].
Case:12-24882-ABC Doc#:487 Filed:09/25/12 Entered:09/25/12 16:47:14 Page1 of 7
4837-1690-0113.1
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B. On August 7, 2012, the Debtor filed its opposition [Docket No. 343].
C. On August 7, 2012, the Committee filed its joinder to the Trustee Motion [Docket
No. 341].
D. On August 7, 2012, the CPOA and the District filed their joinder to the Trustee
Motion [Docket No. 342].
E. On August 7, 2012, Wilhelm filed his joinder to the Debtors opposition to the
Trustee Motion [Docket No. 344].
F. On August 8, 2012, the Debtor filed its opposition to the joinders of the
Committee, the CPOA, and the District [Docket No. 348].
G. On August 15, 2012, at the Courts scheduling conference, the Court agreed to
shorten response deadlines regarding discovery to 14 days, and set a discovery cutoff of
September 26, 2012, as well as other deadlines. The Court scheduled trial on the Trustee Motion
for October 1-3, 2012. Additionally, the Court urged the parties to engage in mediation to
resolve their various disputes.
H. On September 4, 2012, Movants counsel filed a notice of individual joinders
[Docket No. 414].
I. The parties have propounded discovery and have noticed depositions regarding
the Trustee Motion.
J. While discovery was pending, the parties engaged in a mediation in this case,
which took place on September 12 and 13, 2012.
K. The parties have reached a global settlement of various issues in the case and have
executed a term sheet dated September 17, 2012 (Term Sheet) outlining the terms of the
settlement (the Settlement), which includes the agreement to vacate the trial date for, and stay
discovery regarding, the Trustee Motion. A true and correct copy of the executed Term Sheet is
4837-1690-0113.1
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attached hereto as Exhibit 1 and incorporated herein by this reference. A motion to approve the
Settlement will be filed promptly, and the Court is not being asked to approve the Term Sheet as
part of this Stipulation.

STIPULATION
Based upon the foregoing, the parties hereto, by and through their respective counsel, for
valid consideration and intending to be legally bound, hereby stipulate and agree as follows:
1. That the Court vacate the trial scheduled for October 1-3, 2012 on the Trustee
Motion.
2. That the Court stay all discovery in connection with the Trustee Motion, and that
the Court vacate all cutoff dates previously set on this matter, including, without limitation, the
September 24, 2012 deadline to designate experts, the September 26, 2012 discovery cutoff, the
September 27, 2012 deadline to submit witnesses and exhibit lists, and the September 27, 2012
pretrial conference.
3. That no further hearing shall be set with respect to the Trustee Motion unless the
Court does not approve the Settlement.
IT IS SO STIPULATED AND AGREED.

4837-1690-0113.1
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Date: September 25, 2012 FOLEY & LARDNER LLP

By: /s/ Mikel Bistrow
Christopher Celentino (CA No. 131688)
Mikel Bistrow (CA No. 102978)
Dawn A. Messick (CA No. 236941)
Admitted Pro Hac Vice
402 West Broadway, Suite 2100
San Diego, California 92101
Telephone: 619-234-6655
Facsimile: 619-234-3510
Email: ccelentino@foley.com
Email: mbistrow@foley.com
Email: dmessick@foley.com

-and-

SENDER & WASSERMAN, P.C.
Harvey Sender, #7546
1660 Lincoln Street, Suite 2200
Denver, CO 80264
Telephone: 303-296-1999
Facsimile: 303-296-7600
Email: sender@sendwass.com

Attorneys for Debtor and Debtor-in-Possession
4837-1690-0113.1
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Date: September 25, 2012
APPEL & LUCAS, P.C.

By: /s/ Gary R. Appel
Garry R. Appel, Reg. No. 8883
Shaun A. Christensen, Reg. No. 23131
1660 17th Street, Suite 200
Denver, CO 80202
Telephone: 303-297-9800
Email: Appelg@appellucas.com
Email: ChristensenS@appellucas.com

Attorneys for Cheryl M. Foley, Thomas Wilner,
Jane Wilner, Charles Jackson, Mary Jackson, and
Kevin B. Allen

Date: September 25, 2012 HOLLAND & HART LLP

By: /s/ Risa Lynn Wolf-Smith
Risa Lynn Wolf-Smith, #15835
Clarissa M. Raney, #40374
555 Seventeenth Street, Suite 3200
Denver, CO 80202
Telephone: 303-295-8000
Facsimile: 303-295-8261
Email: rwolf@hollandhart.com
Email: cmraney@hollandhart.com

-and-

MUNSCH HARDT KOPF & HARR, P.C.
Russell L. Munsch (TX No. 14671500)
Joseph J. Wielebinski (TX No. 21432400)
Jay H. Ong (TX No. 24028756)
Zachery Z. Annable (TX No. 24053075)
Admitted Pro Hac Vice
3800 Lincoln Plaza
500 N. Akard Street
Dallas, TX 75201-6659
Telephone: 214-855-7500
Facsimile: 214-978-4335

Attorneys for the Official Committee of Unsecured
Creditors
Date: September o-s:2Q 12
Date: September_, 2012
4837-1690-0113.1
: , E ~
Peter A. Cal, Esq.
Mark L. Fulford, Esq.
Denver. CO 80202
Telephone: 303-297-2900
Facsimile: 303-298-0940
Email: pcal@shermanhoward.com
Email: mfulford@shermanhoward.com
Attorneys for Cordillera Property Owners
Association, Inc. and Cordillera Metropolitan
District
GORDON & REES LLP
By: ________________________ ___
Megan M. Adeyemo, Esq.
Denver, CO 80202
Telephone: 303-534-5160
Facsimile: 303-534-5161
Email: madeyemo@gordonrees.com
Attorneys for David A. Wilhelm
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4837-1690-0113.1
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Date: September ___, 2012
SHERMAN & HOWARD L.L.C.

By:
Peter A. Cal, Esq.
Mark L. Fulford, Esq.
Denver, CO 80202
Telephone: 303-297-2900
Facsimile: 303-298-0940
Email: pcal@shermanhoward.com
Email: mfulford@shermanhoward.com

Attorneys for Cordillera Property Owners
Association, Inc. and Cordillera Metropolitan
District

Date: September 25, 2012
GORDON & REES LLP

By: /s/ Megan M. Adeyemo
Megan M. Adeyemo, Esq.
Denver, CO 80202
Telephone: 303-534-5160
Facsimile: 303-534-5161
Email: madeyemo@gordonrees.com

Attorneys for David A. Wilhelm

Case:12-24882-ABC Doc#:487-1 Filed:09/25/12 Entered:09/25/12 16:47:14 Page1 of 29
4837-1690-0113.1
EXHIBIT 1
(Term Sheet)
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TERM SHEET
This Term Sheet is made and entered into as of this 17th day of September, 2012, by and
between CORDILLERA GOLF CLUB, LLC a Delaware limited liability company ("Debtor"),
The OFFICIAL COMMITTEE OF UNSECURED CREDITORS appointed in the Bankruptcy
Case (as defined herein) of CORDILLERA GOLF CLUB, LLC ("Committee"), CORDILLERA
GOLF HOLDINGS, LLC, a Delaware limited liability company ("CGH"), CORDILLERA F &
B, LLC, a Delaware limited liability company or any successor thereto ("CFB"), WFP
CORDILLERA, LLC, a Delaware limited liability company ("WFP"), WFP INVESTMENTS,
LLC, a Delaware limited liability company ("WFPI"), CGH MANAGER, LLC, a Delaware
limited liability company ("CGHM"), DAVID A. WILHELM ("Wilhelm"), PATRICK
WILHELM ("P. Wilhelm"), CORDILLERA TRANSITION CORPORATION, INC., a Colorado
not for profit corporation ("CTC"), CORDILLERA PROPERTY OWNERS ASSOCIATION,
INC., a Colorado not for profit corporation ("CPOA"), CORDILLERA METROPOLITAN
DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado
("CMD"), CORDILLERA VALLEY CLUB PROPERTY OWNERS ASSOCIATION, INC., a
Colorado not for profit corporation ("CVCPOA"), TIMBER SPRINGS PROPERTY OWNERS
ASSOCIATION, INC., a Colorado not for profit corporation ("TSPOA"), CHERYL M. FOLEY,
THOMAS WILNER, JANE WILNER, CHARLES JACKSON, MARY JACKSON, KEVIN B.
ALLEN, as representatives of a certified class in Case Number 11 CV552, pending in the District
Court of Eagle County, Colorado (collectively, the "Member Representatives") and ALPINE
BANK.
RECITALS
A. The parties to this Term Sheet are listed in the foregoing paragraph and are
sometimes referred to collectively in this Term Sheet as "Parties."
B. The Debtor is the Debtor in Possession in connection with a Chapter 11
bankruptcy case pending in the United States Bankruptcy Court for the District of Colorado,
Case No. 12-24882-ABC (the "Bankruptcy Case"). The Debtor operates certain golf courses and
other amenities (collectively and generally referred to as the "Club"). Right to use of the Club is
governed by membership applications, membership plans, rules and regulations of the Club and
all amendments and modifications thereto (collectively "Membership Documents").
C. The Committee is the official committee of unsecured creditors appointed by the
United States Trustee on July 6, 2012.
D. WFP is the holder of all of the limited liability company membership interests in
CGH.
E. CGH is the holder of all of the limited liability company membership interests in
the Debtor.
4266769.1
F. Wilhelm is the holder of all of the limited liability company membership interests
in WFP. P. Wilhelm is Wilhelm's son.
G. The Debtor, CGH, WFP, Wilhelm, CTC, CPOA and various individuals: Glenn
Bourland, Lois Van Deusen, Roger Magid (collectively the "CPOA Individuals"), Robert
Vanourek, Denise Delaney, Gary Edwards, Raymond Oglethorpe, David Temin, Sarah Baker,
Nelson Sims, Dick Rothkopf, and David Bentley (collectively the "CTC Individuals") are parties
to an action pending in the District Court, Eagle County Colorado, Case No. 2011CV456 ("CTC
Lawsuit").
H. The Member Representatives, the Debtor, WFP, CGH, CFB, WFPI, CGHM,
CFB, Wilhelm and P. Wilhelm are (or were) parties to an action pending in the District Court,
Eagle County Colorado, Case No. 2011CV552 ("Class Action Lawsuit").
I. Alpine Bank asserts that it is a secured creditor of the Debtor and claims a lien on
substantially all of the Debtor's real and personal property used on or in connection with the
operation of the real property and the operation of the Debtor's business. Alpine Bank asserts
that its claim is secured by a first lien on such property.
J. Wilhelm asserts that he is a secured creditor of the Debtor and claims a lien on
substantially all of the Debtor's real and personal property used on or in connection with the
operation of the real property and the operation of the Debtor's business. Wilhelm asserts that
his claim is secured by at least a second lien on such property. Wilhelm has also asserted a first
lien on personal property owned by the Debtor.
K. CMD claims to be a secured creditor of the Debtor for unpaid taxes. CMD asserts
a first priority lien for unpaid 2011 taxes in the amount of $205,311.31. CMD also asserts a first
priority lien for 2012 taxes that will become due in 2013 (the "CMD Tax Claims").
L. In addition to Wilhelm and Alpine, certain assets of the Debtor are subject to
purchase money liens in favor of creditors who are not parties to this Term Sheet (the "Purchase
Money Lien Assets"). Further, certain assets used by the Debtor are leased from creditors who
are not parties to this Term Sheet and such assets are not owned by the Debtor (the "Leased
Assets") (the Purchase Money Lien Assets and the Leased Assets shall be collectively referred to
the "Non-Party Assets").
M. By Motion dated August 30, 2012, Docket No. 402 ("DIP Loan Motion"), the
Debtor has sought final approval of a loan by Alpine Bank to the Debtor and approval of the use
of cash collateral. The DIP Loan Motion is set for hearing on September 17, 2012. The
Committee, the Member Representatives, the CPOA and the CMD were prepared to file
objections to the DIP Loan Motion. Because of the settlement embodied in this Term Sheet, the
objections have not been filed.
N. By Motion dated July 24, 2012, Docket No. 235 ("Trustee Motion"), the Member
Representatives have sought the appointment of a trustee in connection with the Bankruptcy
Case. The Committee, the CPOA and the CMD filed Joinders in the Trustee Motion. In
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addition, an additional 608 Personal Joinders have been filed by members of the certified class
represented by the Member Representatives and other parties, Docket No. 414. The Debtor filed
its Opposition to the Trustee Motion and Wilhelm filed a Joinder to such Opposition. The
Trustee Motion is set for hearing on October 1-3, 2012.
0. The parties to this Term Sheet may be parties to various other disputes which are
the subject of motions, responses, objections or pleadings pending before the Bankruptcy Court.
P. The parties to this Term Sheet attended a voluntary mediation on September 12
and 13, 2012 ("Mediation"). The mediator conducting the Mediation was Deborah Williamson
("Mediator"). The Mediation resulted in various agreements among the Parties that will resolve
various disputes among them in the Bankruptcy Case, a complete settlement of the CTC Lawsuit
among the parties to the CTC Lawsuit, and a partial resolution of the Class Action Lawsuit.
Q. The purpose of this Term Sheet is to set forth the agreements of the Parties
reached at the Mediation and to establish a process and procedure for documenting, seeking any
necessary court approval and implementing those agreements.
4266769.1
SETTLEMENT TERMS AND AGREEMENTS
1. DIP Loan.
a. Interim DIP Loan. The interim debtor-in possession loan from Alpine to
the Debtor (the "Interim DIP Loan") pursuant to the terms of the Interim
Order Pursuant to 11 U.S.C. 105, 361, 362, 363(c), 364(c), 364(d),
and 364(e) and Fed. R. Bankr. P. 2002, 4001 and 9014 (i) Authorizing
Debtor to Obtain Post-Petition Secured Financing, (ii) Granting Security
Interests and Superpriority Administrative Expense Claims, and (iii)
Authorizing the Use of Cash Collateral as Provided Herein, Dkt. #270, as
extended by the Order granting the Debtor's Motion to (a) Extend and
Increase Interim Financing and (B) Extend Use of Cash Collateral Under
the Terms of the Prior Order, Dkt. #393 shall be further extended by order
of the Bankruptcy Court, through and including September 28, 2012, and
shall be increased in such amount as shall be necessary to meet such
expenses for such extension period as are consistent with the budget
attached to the DIP Loan Motion. The Parties have no objection and
hereby consent to the foregoing extension of the Interim DIP Loan for the
purpose of permitting the Parties to prepare and, where necessary, file
with the Bankruptcy Court certain other pleadings contemplated by this
Term Sheet including such revisions to the relief requested in the DIP
Loan Motion, the proposed order attached thereto, and the form of the
applicable loan documentation as are necessary to conform to this Term
Sheet.
b. Permanent DIP Loan. Subject to the performance and satisfaction of the
terms, provisions and conditions contained in this Term Sheet, the Parties
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4266769.1
consent to the entry of an order approving the Final DIP Loan Motion as
contemplated by and defined in the DIP Loan Motion. However, the Final
DIP Loan will be modified as follows:
i. The amount in the budget attached to the DIP Loan Motion
provides for professional fees of $965,000. It is agreed that
Budget in the DIP Loan Motion will be revised to provide that an
amount of $300,000 for professional fees shall be reserved
exclusively for payment of the fees and expenses incurred by
professionals retained on behalf of the Committee and expenses of
members of the Committee (the $300,000 together with the
$50,000 previously paid to the Committee shall be collectively
referred to as the "Committee Carveout"). To the extent allowed
professional fees and expenses of the Committee and expenses of
members of the Committee are less than the Committee Carveout,
any amounts remaining shall be available for payment of allowed
administrative expenses of the Debtor. To the extent any such
Committee professionals and/or member fees and expenses exceed
the Committee Carveout, they will not be entitled to further
payment until professionals retained by the Debtor have received
an equivalent pro rata payment.
ii. Alpine Bank has consented to this Term Sheet and it is agreed that
if and to the extent the Final DIP Loan is inconsistent with any
term, provision or condition of this Term Sheet, the Final DIP
Loan shall be deemed amended so that it is consistent with this
Term Sheet. Without limiting the generality of the foregoing,
performance by any of the Parties of the Term Sheet shall not be a
default under the Final DIP Loan.
2. Settlement of Claims.
a. Not later than October 5, 2012, the Member Representatives will file
appropriate pleadings in the Class Action Lawsuit ("Class Action
Settlement Motion") seeking approval of the settlement of the Class
Action Lawsuit as provided in this Term Sheet (the "Class Action
Settlement") and will recommend and request that a hearing is scheduled
on the Class Action Settlement Motion such that appropriate notices are
provided to Class Members and that the deadline to opt out of the Class
Action Settlement is November 30, 2012. Not later than October 5, 2012,
the Debtor and the Committee shall file a Joint Motion, pursuant to Rule
9019 of the Federal Rules of Bankruptcy Procedure, seeking approval of
the various compromises and settlements provided in this Term Sheet (the
"90 19 Motion"). Approval of the 9019 Motion shall be pursued by the
Debtor and the Committee with reasonable diligence and all parties hereto
shall cooperate in that regard. The 9019 Motion and the Class Action
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Settlement Motion (to the extent of the settlement of the Class Action
Lawsuit) will seek approval of the following terms:
i. Mutual Releases. The Debtor, CGH, WFP, CFB, WFPI, CGHM,
CFB, Wilhelm and P. Wilhelm (and their affiliates), on the one
hand, and the Committee, CTC, CPOA, CMD, CVCPOA, TSPOA,
the Member Representatives, individually and as representatives of
the certified class represented by the Member Representatives, and
each of the members of such class who do not opt out of this
settlement (subject to approval by the Eagle County District
Court), and each member and former member not represented by
the Class, and all past, present, and future board members and
officers of CTC, CPOA, CMD, CVCPOA, and TSPOA, including
but not limited to those named as Defendants in the CTC Lawsuit
and including but not limited to the CPOA Individuals and the
CTC Individuals, on the other hand, and their respective affiliates,
agents, attorneys, representatives, successors and assigns, will fully
and forever release, discharge, waive and acquit one another and
their respective affiliates, agents, employees, consultants,
attorneys, representatives, predecessors, successors, shareholders,
officers, directors, Committee members, limited liability company
members, heirs and assigns, from and against any and all offsets,
defenses, claims, counterclaims, actions, proceedings, obligations,
demands, debts, causes of action, and any other liability or loss,
whether known or unknown, at law or in equity (collectively,
"Claims"), arising out of any fact, matter, act or circumstance from
the beginning of time to the date of this Term Sheet that relates to
the Bankruptcy Case, the CTC Lawsuit, the Class Action Lawsuit
or the Club at Cordillera and all matters related, connected or
incidental thereto. Without limiting the generality of the
foregoing, (i) all claims in the CTC Lawsuit are resolved and the
plaintiffs in the CTC Lawsuit will file a Notice of Dismissal with
prejudice with the District Court, Eagle County Colorado, upon
payment of the CTC Settlement Payment; (ii) any claims against
any member or former member for 2011 or 2012 Club dues, Club
minimums, or late fees or other alleged obligations are released;
provided, however, any obligations which arose on or after June
26, 2012 (the "Petition Date") related to actual use of facilities
owned by the Debtor or actual receipt of actual services from the
Debtor (including, without limitation, food and drink, or use of any
of the golf facilities) shall not be released. Further, all members
who have or in the future resign from the Club at Cordillera are
released from any liability associated with the Membership
Documents, including any obligation to continue paying dues for
any period into the future. Finally, the Membership Documents
will be deemed rejected as executory contracts pursuant to section
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4266769.1
365 of the Bankruptcy Code and members will be deemed to have
waived claims arising out of rejection of such Membership
Documents, save and except only claims for member deposits as
provided herein. Notwithstanding the foregoing, the releases
provided in this paragraph shall not extend to the following:
1. The Claims asserted by the Member Representatives and
the members of the certified class represented by the
Member Representatives in the Class Action Lawsuit, nor
to any of the defenses and offsets thereto in the Class
Action Lawsuit by the Debtor, CGH, WFP, WFPI, CFB,
CGHM, Wilhelm and P. Wilhelm; provided that recovery
by the Member Representatives and the members of the
certified class represented by the Member Representatives
in the Class Action, if any, shall be limited to any
insurance coverage applicable to such claims and the
proceeds of such coverage, regardless of whether any such
coverage is ultimately available. Debtor, CGH, WFP,
CFB, WFPI, CGHM, Wilhelm, and P. Wilhelm make no
representation regarding the existence or availability of any
insurance coverage for the Class Action Lawsuit and retain
all rights under any potentially applicable policy of
insurance. However, the Debtor, CGH, WFP, CFB, WFPI,
CGHM, Wilhelm, and P. Wilhelm do specifically warrant
and represent that the Disclosure made by them in the Class
Action Lawsuit, pursuant to C.R.C.P. 26(a)(l), with respect
to insurance coverage, is true, accurate and complete.
Nothing in this Term Sheet shall be deemed or construed as
an admission of liability or as an admission of any measure
of damages by the Debtor, CGH, WFP, CFB, WFPI,
CGHM, Wilhelm or P. Wilhelm related to any claim
asserted against them in the Class Action. Member
Representatives and the members of the certified class
represented by the Member Representatives in the Class
Action hereby covenant not to execute any judgment or
assert any claim for attorneys fees or costs against the
assets of Debtor, CGH, WFP, CFB, WFPI, CGHM,
Wilhelm or P. Wilhelm, other than their rights to any
applicable insurance coverage.
2. The Claims of all members and former members of the
Cordillera Club for the return of deposits paid in
connection with their club memberships, who timely file
proof of claims, shall be deemed allowed in favor of each
such member (the "Member Deposit Claims") but
subordinated as further provided herein; provided,
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4266769.1
however, that nothing herein shall restrict the right of the
Debtor or any other party in interest to object to a Member
Deposit Claim to the extent such claim exceeds the amount
of the deposit(s) actually paid by such member. Proof of
such claims, which must be in accordance with this Term
Sheet, may be included in a proof of claim filed by the
Class Representatives on behalf of the class members as a
class proof of claim.
3. Any claim of any Party for a breach of any obligation
imposed by this Term Sheet.
4. Any secured claim for unpaid real property or business
personal property taxes.
5. The claim of Alpine Bank, which, subject to verification as
to calculation of amount only, shall be deemed to be an
allowed secured claim in the amount of $13,037,559.18,
plus such amounts, if any as are allowable under 11 U.S.C.
506(b ), plus the amounts advanced pursuant to or
otherwise due and owing with respect to the Final DIP
Loan.
6. The claim of Wilhelm, which, subject to verification as to
calculation of amount only, shall be deemed an allowed
secured claim in the amount of $7,532,837.05, plus such
amounts, if any, as are allowable under 11 U.S.C. 506(b)
(the "Wilhelm Claim"). The Wilhelm Claim will be
inclusive of all claims of Dr. Jeffrey Rush and the Rush
Family Trust (collectively "Rush") and any person or entity
acting in whole or in part through Rush and the Rush
claims will not be separately allowed.
7. There has been no agreement to or settlement of any claim
for any administrative expense and the Parties reserve all of
their rights with respect to any past or future application by
a party seeking allowance of an administrative expense
claim.
8. Claims, if any, which the Debtor, CGH, CFB, WFP, WFPI,
CGHM, Wilhelm or P. Wilhelm may have against any
member who exercises the right to opt out of the Class
Action Settlement.
ii. Payment by CPOA and CTC. In consideration of the releases
provided herein, the CPOA and CTC shall pay the sum of
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4266769.1
$2,350,000 ("CTC Settlement Payment") upon entry of an order by
the Bankruptcy Court approving the 9019 Motion, which order
shall have become final and not subject to any further appellate
review. $1,600,000 of the CTC Settlement Payment shall be held
in a separate escrow account by the Debtor (the "CTC Escrow")
and shall be used and applied only as permitted by this Term
Sheet. $750,000 of the CTC Settlement Payment shall be paid to
Wilhelm. CGH, CFB, WFP, WFPI, CGHM, Alpine Bank,
Wilhelm, P. Wilhelm, and Rush will not assert any claim or lien
against or any distribution from any portion of the CTC Escrow.
Substantially contemporaneous upon payment of the CTC
Settlement Payment, Plaintiffs in the CTC Lawsuit will file a Joint
Notice of Dismissal with Prejudice of the CTC Lawsuit with the
Eagle County District Court, which Joint Notice will have been
executed and held by Plaintiffs pending receipt by Wilhelm of the
$750,000.
tn. Distribution of the CTC Settlement Payment. Upon confirmation
of the Joint Plan, as provided herein, the CTC Escrow shall be used
as follows: (1) for payment of non-member priority claims; and
(2) for the payment of unsecured claims for goods and services
(collectively "Trade Claims"), provided that the total payments
shall be the lesser of $600,000 or the allowed amount of the Trade
Claims. The balance of the CTC Escrow shall be utilized to pay
any allowed unpaid administrative expenses for professionals
retained at the expense of the estate. To the extent of any excess,
the CTC Escrow will be. used to fund Plan payments as provided
herein
tv. If the Class Action Settlement is approved by the Eagle County
District Court, then all claims and causes of action which the
Debtor may have or could have asserted against any member who
elects to opt out of the Class Action Settlement shall be transferred
and assigned to Wilhelm.
v. The Parties acknowledge that this Term Sheet and its releases are
entered into and given in compromise of disputed claims and that
this Term Sheet and the execution thereof shall not constitute any
acknowledgement or admission by any Party of any wrongdoing,
improper actions, liability or potential liability on the part of such
Party, and any such liability or wrongdoing is expressly denied.
vi. If Wilhelm or any affiliate of Wilhelm or any entity in which
Wilhelm or any Wilhelm affiliate (collectively, "Wilhelm Party")
owns an interest, is selected as the successful bidder at the sale of
the Debtor's assets as provided for herein, then such Wilhelm
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29
Party shall transfer or cause to be transferred the Debtor's
ownership interest in (a) the "Short Course," (b) the Trailhead
facilities and (c) the Athletic Club facilities (collectively the "Non-
Essential Assets") to an entity (other than CTC) to be jointly
designated by the CMD, the CPOA and the Member
Representatives for no additional consideration simultaneously
with the later of closing of the sale of the Debtor's assets to such
Wilhelm Party or approval of the 9019 Motion and the Class
Action Settlement Motion.
vn. The Parties agree that in future communications with third parties,
they shall not make disparaging statements about one another;
provided that this provision shall not limit the parties or a witness
in the pursuit or defense of the claims or in presenting any
testimony or conducting or participating in any discovery in the
Class Action Lawsuit, and provided further that the Committee,
CTC, CVCPOA, TSPOA, CMD, CPOA and Member
Representatives shall have no liability for statements made by any
other individual property owner or other class member, including
but not limited to statements made in any meeting or other forum
sponsored or held by the CMD and/or the CPO A.
3. Sale of Assets. The Parties agree to and shall take steps to implement a process
for the sale of the Debtor's operating assets. The Debtor and the Committee shall jointly prepare
and file with the Bankruptcy Court, after consultation with the Parties about the form thereof, a
joint motion seeking approval of bidding procedures ("Bidding Procedures Motion"). The
Debtor and the Committee shall also jointly prepare and file with the Bankruptcy Court, after
consultation with the Parties about the form thereof, a motion seeking approval of the sale of all
the Debtor's operating assets, pursuant to this term Sheet, free and clear of all liens (other than
liens which arise from unpaid real property taxes and/or all business personal property taxes),
claims, encumbrances and interests (including, without limitation free and clear of all claims,
interests or rights which may arise out of Membership Documents) pursuant to sections 363(b)
and (f) of the Bankruptcy Code (the "Sale Motion"). To the extent the Parties are unable to
agree upon the terms of either the Bidding Procedures Motion or the Sale Motion, the Mediator
shall resolve such disputes. A draft of the Bidding Procedures Motion and Sale Motion shall be
prepared by the Committee on or before October 5, 2012 and shall be filed not later than October
10, 2012 and shall collectively contain at least the following provisions:
4266769.1
a. That bids must be for all operating assets owned by the Debtor and must
be received by December 3, 2012 (the "Bid Deadline"); provided that if
the holder of the Alpine Bank claim or the Wilhelm claim desire to credit
bid, they must give written notice of their intent to do so by Thursday,
December 6, 2012. If more than one qualifying bid is received or if a
timely notice of an intent to credit bid has been provided, then an auction
will be held on December 10, 2012 to select the highest and best bid.
9
29
b. That all bidders must qualify to bid.
c. That all bids must be for all cash, except that the holders of the Alpine
Bank Claim and Wilhelm Claim can credit bid their allowed secured
claims including, in the case of Alpine Bank, any amounts owed under or
with respect to the Final DIP Loan; provided that any bid of the holder of
the Wilhelm Claim must be a cash bid up to the amounts to which Alpine
is entitled under this Term Sheet plus taxes then due secured by a lien on
the assets sold.
d. That all bids must seek to purchase all the Debtor's operating assets.
e. That the highest bidder must close pursuant to its bid no later than
December 28, 2012 (the "Closing"). Time is of the essence.
f. That the sale of the assets will be free and clear of all interests. The sale,
however, shall not be free and clear of recorded covenants, declarations,
PUDs, easements, and other similar recorded documents to which the liens
securing the Alpine Bank allowed secured claim are subject. Further, the
sale shall not be free and clear of liens for any unpaid real property taxes
andjor all business personal property taxes. The sale shall be on an
"as is" basis without representation or warranty of any kind (other than as
to authority).
g. That the Mediator shall conduct the sale process, subject to ultimate
approval by the Court.
h. That current and former members of the Club and prospective bidders
with an interest in less than all of the assets (including various member
groups) may approach, discuss and agree with other parties about
submitting a joint bid for all of the assets.
i. That a form of Asset Purchase Agreement shall be completed by not later
than October 5, 2012.
j. The order approving any sale shall require payment of allowed secured
claims at or about Closing to the extent cash is available from the sale.
4. Plan of Reorganization. The Debtor and the Committee shall jointly prepare and
file a Joint Plan of Reorganization and related Disclosure Statement and diligently pursue
approval of the Disclosure Statement and confirmation of the Plan. The Plan and Disclosure
Statement will be filed with the Bankruptcy Court so that hearing on confirmation of the Plan
can be held between December 10, 2012 and December 28, 2012, subject to the Court's
calendar. The Plan shall:
4266769.1
a. Provide for the implementation of the various settlements and
consummation of the sale process provided for in this Term Sheet.
10
29
4266769.1
However, except as otherwise provided in the Plan, confirmation of the
Plan shall not be a condition precedent to either the settlements or
consummation and closing pursuant to the sale process contemplated by
this Term Sheet. In the event that the Bankruptcy Case is dismissed or
converted to Chapter 7, the CTC Escrow shall be used pursuant to further
order of the Court.
b. Provide for the distribution of any cash proceeds attributable to the sale of
the Debtor's assets still in the possession of the Debtor (which does not
include the CTC Escrow) (save and except only the Non-Party Assets) as
follows: (i) first, to Alpine Bank to the extent necessary to repay amounts
advanced by the Bank pursuant to, or otherwise due and owing with
respect to the DIP Loan, including interest, (ii) second, to Alpine Bank to
the extent necessary to satisfy Alpine Bank's allowed secured claim, (iii)
third, the holder of the Wilhelm Claim to the extent necessary to satisfy
the Wilhelm Claim, (iv) fourth, to satisfy any remaining allowed and
unpaid administrative expense claims, if any, (v) fifth, to any Trade Claim
unsecured creditors to the extent not paid in full from the CTC Escrow,
and other unsecured creditors, including the members, pro rata according
to the gross amount of such allowed claims, to satisfy their allowed
unsecured claims for deposits, and (vi) the balance shall be paid to the
holder of equity interests in the Debtor. No distributions shall be made to
Rush or any affiliates of Rush on account of any alleged unsecured claim
for money loaned to the Debtor or obligations allegedly guaranteed by the
Debtor. Amounts, if any, alleged to be owed arising from the sale of any
Non-Party Asset shall be paid to the holder of the allowed claim related to
such Non-Party Asset.
c. Provide for the distribution of the CTC Escrow as provided in paragraph
2(a)(iii) ofthis Term Sheet.
d. Contain such other provisions as may be reasonably necessary or desirable
to implement this Term Sheet.
e. Not contain any provisions which are inconsistent with this Term Sheet or
with orders entered by the Bankruptcy Court approving the 9019 Motion
contemplated by this Term Sheet or with the sale process described in this
Term Sheet.
5. Miscellaneous Provisions.
a. Upon execution of this Term Sheet by all Parties, the Parties shall jointly
request the Bankruptcy Court to vacate the hearing on the Trustee Motion.
b. All pending discovery in the Bankruptcy Case related to the DIP Loan
Motion and the Trustee Motion shall immediately cease and the Parties
11
29
4266769.1
shall not initiate any new discovery in connection with those matters
without further order of the Bankruptcy Court.
c. All proceedings in the CTC Lawsuit shall immediately cease, except to the
extent necessary to advise the State Court in the CTC Lawsuit of the
pending settlement of that case and, upon payment of the CTC Settlement
Payment, to dismiss or otherwise conclude the CTC Lawsuit against all
parties thereto as provided herein.
d. This Term Sheet provides an overall framework for the resolution of
various disputes among the Parties. The Parties acknowledge that
additional documentation will be required to implement the Term Sheet,
which documentation may include a separate Settlement Agreement. The
Parties acknowledge that documents which will implement the Term Sheet
will contain other provisions but, under no circumstances, will such
additional documentation (including, without limitation, any Settlement
Agreement), change the provisions of the Term Sheet which provisions
will be binding on all Parties, subject only to approval of the Bankruptcy
Court and Eagle County District Court. The settlements and compromises
provided in this Term Sheet, other than with respect to the abatement of
discovery, are subject to approval of the Bankruptcy Court and the Eagle
County District Court. However, the parties agree that while the various
provisions of this Term Sheet are pending approval by the Bankruptcy and
Eagle County District Court, they shall cooperate and work together in
good faith to implement this Term Sheet.
e. This Term Sheet contemplates that certain rights of the Class Action
Lawsuit plaintiffs will be compromised. The Class Action Settlement is
subject to the approval of the Eagle County District Court in the Class
Action Lawsuit and shall not become effective unless and until so
approved. The Member Representatives agree to recommend such
approval by the Eagle County District Court. Member Representatives
further agree to disseminate, either by email or United States mail, a letter
to the class members to be included in the notice of settlement
recommending approval of the Class Action Settlement. Member
Representatives and any of the CTC Individuals and the CPOA
Individuals who are Class Members agree to not opt out of the partial
settlement of the Class Action Lawsuit. Upon approval of this settlement
by the Eagle County District Court and the Bankruptcy Court, any
objection by the Committee or the Debtor to use of proceeds from any
applicable insurance policy to defend the Class Action Lawsuit shall be
deemed withdrawn and consent to use of such proceeds to defend the
Class Action Lawsuit shall be deemed granted.
f. Upon approval of this settlement by the Eagle County District Court and
the Bankruptcy Court, Member Representatives shall promptly file a
12
29
4266769.1
Notice of Withdrawal of their Verified Motion for Issuance of Contempt
Citation as against the Debtor, WFP, and Wilhelm and shall not refile such
motion.
g. If and to the extent the Parties are unable to resolve among themselves any
issues that arise in connection with joint actions they are to take to
implement this Term Sheet, the Parties agree that the Mediator shall assist
them in resolving such issues.
h. At the hearing scheduled for September 17, 2012, the Parties shall advise
the Bankruptcy Court of and provide a copy of this Term Sheet to the
Bankruptcy Court and request that the Interim DIP Loan be extended as
provided above, and that the hearing on the DIP Loan Motion be
continued for a period of approximately ten ( 1 0) days.
i. Upon approval of the 9019 Motion, relief from stay shall be granted so
that the Class Action Lawsuit can proceed against the Debtor, with
recovery limited to any applicable insurance proceeds, as provided in this
Term Sheet.
j. No party admits liability as to any claims or defenses asserted in the Class
Action Lawsuit.
k. If any Wilhelm Party is selected as the successful bidder at the sale of the
Debtor's assets as provided for herein, then if memberships are offered in
a club which utilizes any of those assets, then the memberships must be
offered to all past and present members of the Club on the same terms as
anyone else.
13
29
I
I
4266769.1
CORDILLERA GOLF HOLDINGS, LLC, a
Delaware limited liability company
BY: CGH Manager, LLC, a Delaware
limited liability company, its Manager
By:. ________ ~ ~ ~ - - - - - - - - - - - -
David A. Wilhelm, Manager
CORDILLERA F&B, LLC, a
BY:. __________________________ _
Patrick D. Wilhelm, Manager
WFP CORDILLERA, LLC, a
BY: CGH Manager, LLC, a Delaware
limited liability company, its Manager
By: _____________ _
WFP INVESTMENTS, LLC, a
BY: ____________ _
David A. Wilhelm, Company Manager
14
------------------ --------------------------------------
29
4:266769.1
CORDILLERA GOLF CLUB, LLC, a
BY: __
DanielL. Fitchett, Jr., CEO
CORDILLERA GOLF HOLDINGS, LLC, a
BY: CGH Manager, LLC, a Delaware ---.
11rn1tedlfabilitx company, its
..
CORDILLERA F &B, LLC, a
Delaware limited liability company, !J

Manager
WFP CORDILLERA, LLC, a
Delaware limited liability eompany
14
29
4266769:1
OFFICIAL COMMITIEE OF UNSECURED
CREDITORS
BY:

DeiDlis Meir, Chairman ofthe Committee
CHERYL M. FOLEY, individually
and as a Member Representative
THOMAS individually
JUNE WILNER, individually
CHARLES JACKSON, individually
15
29
CGH MANAGER, LLC, a
BY: __ -:------------
OFFICIAL COMMIITEE OF UNSECURED
CREDITORS
DAVID A. WILHELM, an individual
P ATRJCK D. WILHELM, an individual
THOMAS WILNER, individually
JUNE WILNER, individually
15
Error! Unknown document property name.
29
Sep 23 12 11 :29a Cheryl Foley
4266769.1
9709262027
CGH MANAGER, LLC, a
BY:. _______________________ ___
OFFICIAL COMMITTEE OF UNSECURED
CREDITORS
BY:, __________________ _
p.1
Dennis Meir, Chainnan of the Committee
PATRICK D. WILHELI'vl, an individual
JANE wn..NER, individually
15
29
CGH MANAGER, LLC, a
BY:. ____________ _
OFFICIAL COMMITTEE OF UNSECURED
CREDITORS
BY: ____________ _
Dennis Meir , Chainnan of the Committee
PATRICK D. WILHELM, an individual
and as a ber ~ v e
~ ~ ~
OMAS WILNER, individually
l WILNER, individually
15
29
4266769.1
CGH MANAGER, LLC, a
BY:
-----------------------------
OFFICIAL COMtvllTTEE OF UNSECURED
CREDITORS
BY: _____________ _
Dennis Meir , Chairman of the Committee
PATRICK D. WILHELM, an individual
and as a Member. Representative
, individually
be Representative
15
29
4266'769.l
0 , individually
and as a Member epresentative
KEVIN B. ALLEN, individually
CORDILLERA TRANSITION CORPORATION,
INC.
BY: ____________ _
CORDILLERA VALLEY CLUB PROPERTY
OWNERS ASSOCIATION, INC.
BY: ____________ _
TlMBER SPRINGS PROPERTY OWNERS
ASSOCIATION, INC.
BY: ____________ _
ALPINE BANK, a Colorado banking corporation
By: _____________ _
Name: ____________ _
Title: _____________ _
16
29
426676!1.1
MARY JACKSON, individuaUy

a Member Representative
I
INC.
BY: _______________________ __
BY: ___________________ _
TIMBER SPRINGS PROPERTY OWNERS
ASSOCIATION, INC.
BY: ______________________ __
ALPINE BANK. a Colorado banking corporation

Name: _________________ _
Title:. ___________________ _
16
29
4266769.1
MARY JACKSON, individually
INC.
BY: __________________________ __
BY: ________________________ ___
TI.MBER SPRINGS PROPERTY OWNERS
ASSOCIATION, INC.
BY: ____________ _
ALPINE BANK, a Colorado banking corporation
B ~ ~
Name:=
Title: f7es/cfe0 f
16
29
4260429.1
MARY JACKSON, individually
INC.
BY; _______ - ____ _
TIMBER SPRINGS PROPERTY OWNERS
ASSOCIATION, INC.
BY:. ____________ _
CORDILLERA METRO PO LIT AN DISTRJCT
BY:
-----------------------
16
29
CORDILLERA PROPERTY OWNERS

Lois Van Deusen, President
CORDILLERA METRO PO LIT AN DISTRICT

Nanette Kuich,

LOIS VANDEUSEN, a CPOA Individual
ID, a CPOA Individual
s
GLENN BOURLAND, a CPOA Individual
17
,_
I
I
I
i
I
29
4266169.1
CORDlLLERA TRANSITION CORPORATION,
INC.
R
WARDS, a CTC Individual
DAVID TEMIN, a CTC Individual
SARAH BAKER, a CTC Individual

NELSON SIMS, a CTC Individual .
DAVID BENTLEY, a ere Individual
18
29
4266769.1
CORDILLERA TRANSITIONCORPORATION,
INC.
BY:
--------------------------
Denise Delaney, President
DENISE DELANEY, a CTC Individual
RAYMOND OGLETHORPE, a CTC Individual
ROBERT V ANOUREK. a CTC Individual
GARY EDWARDS, a CTC Individual
S BAKER, a CTC In iv1dual
NELSON SIMS, a CTC Individual
DICK ROTHKOPF, a CTC Individual
DAVID BENTLEY, a CTC Individual
18
29
4266769.1
INC.
BY: __________________________ _
Denise Delaney, President
DENISE DELANEY, a CTC Individual
RAYMOND OGLETHORPE, a CTC Individual
ROBERT V ANOUREK, a CTC Individual
GARY EDWARDS, a CTC Individual
SARAH BAKER, a CTC Individual
NELSON SIMS, a CTC Individual
DICK ROTHKOPF, a CTC Individual
18
. I
4826-5954-2289.1
UNITED STATES BANKRUPTCY COURT
DISTRICT OF COLORADO

In re

CORDILLERA GOLF CLUB, LLC dba The
Club at Cordillera,
Tax ID / EIN: 27-0331317

Debtor.

Case No. 12-24882 ABC
Chapter 11
ORDER GRANTING STIPULATION TO VACATE TRIAL DATE AND
STAY DISCOVERY ON MOTION TO APPOINT CHAPTER 11 TRUSTEE

This matter comes before the Court on the Stipulation to Vacate Trial Date and Stay
Discovery on Motion to Appoint Chapter 11 Trustee (the Stipulation). The Court having
reviewed the Stipulation, and finding that good cause exists for granting the relief requested
therein, and that no further notice of the Stipulation is necessary or appropriate,
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT:
1. The Stipulation is GRANTED and the trial scheduled for October 1-3, 2012 on
the Motion to Appoint Chapter 11 Trustee is hereby vacated, all discovery in
connection with the Motion to Appoint Trustee is hereby stayed, and all cutoff
dates previously set on this matter, including, without limitation, the
September 24, 2012 deadline to designate experts, the September 26, 2012
discovery cutoff, the September 27, 2012 deadline to submit witnesses and exhibit
lists, and the September 27, 2012 pretrial conference, are also vacated.
2. No further hearing shall be scheduled regarding the Trustee Motion unless the
Court does not approve the Settlement.
Dated this ______ day of _______________, 2012.
BY THE COURT:

_____________________________________
United States Bankruptcy Court


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