Case:12-24882-ABC Doc#:520 Filed:10/05/12

Entered:10/05/12 13:56:47 Page1 of 4

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

NOTICE OF HEARING AND RIGHT TO OBJECT ON JOINT MOTION FOR APPROVAL OF TERM SHEET AND AUTHORIZATION TO IMPLEMENT CERTAIN MATTERS SET FORTH THEREIN OBJECTION DEADLINE: OCTOBER 19, 2012 NOTICE IS HEREBY GIVEN that the Debtor and Debtor-in-Possession, Cordillera Golf Club, LLC, dba The Club at Cordillera (the Debtor), and the Official Committee of Unsecured Creditors appointed in the Bankruptcy Case (as defined herein) of Cordillera Golf Club, LLC (Committee), by and through their undersigned counsel, has filed a Joint Motion for Approval of Term Sheet and Authorization to Implement Certain Matters Set Forth Therein (the Joint Motion) and summarized in the Relief Requested below. YOU ARE HEREBY NOTIFIED that the matter has been set for hearing by the Honorable A. Bruce Campbell to be held on October 23, 2012, at 1:30 p.m. (Mountain Time) in Courtroom C205, Byron G. Rogers United States Courthouse, 1929 Stout Street, Denver, Colorado, 80202 (the "Court"). Debtor has provided notice of this Motion by either electronic mail, facsimile, or first class mail to the parties set forth on the Order on Motion to Limit Notice [Docket No. 474]. Copies of all pleadings, including a complete copy of the Term Sheet and the Joint Motion, filed in the Debtors case are available at the following website: www.omnimgt.com/cordilleragolfclub. Additional copies, including a copy of the Term Sheet and the Joint Motion, which have not been included with this Notice due to voluminous nature of same, will be provided upon request. PLEASE TAKE FURTHER NOTICE that if you oppose the Joint Motion or object to the requested relief your objection must be filed on or before the objection deadline stated above (October 19, 2012), served on the movant at the address indicated below, and must state clearly all objections and any legal basis for the objections. The Court will not consider general objections. In the absence of a timely, substantiated objection by an interested party, the Court may approve or grant the requested relief without any further notice to creditors or other interested parties. IF ANY PARTY WISHES TO APPEAR BY TELEPHONE, THE FOLLOWING PROCEDURES SHALL APPLY: Counsel/parties shall contact the Court at 720.904.7499 within ten minutes prior to the time of the hearing. The meeting ID is 1116, followed by the # sign. Provide your name at the prompt, then press the # sign. You will be connected into the Courts conference call line. Court may be
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in session on matters scheduled prior to your hearing. Please mute your telephone and remain silent on the line until your case is called. RELIEF REQUESTED The Debtor, the Committee, Cordillera Golf Holdings, LLC, a Delaware limited liability company (CGH), Cordillera F & B, LLC, a Delaware limited liability company, including 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), Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson, Kevin B. Allen, as representatives of a certified class in Case Number 11CV552, pending in the District Court of Eagle County, Colorado (collectively, the Member Representatives) and Alpine Bank (Alpine) (collectively, all such parties, the Approving Parties), have all executed a Term Sheet dated September 17, 2012, a copy of which is attached to the Joint Motion as Exhibit 1 and incorporated herein by reference (the Term Sheet). By this Joint Motion, the Debtor seeks entry of the Order, substantially in the form attached to Joint Motion as Exhibit 2, approving the Term Sheet, and approving and authorizing the Debtor to effectuate certain settlements and compromises set forth therein, as follows: (i) Partial Settlement of Class Action: The Term Sheet provides for a partial settlement of the Class Action for class members who do not opt out after a notice period. Those remaining in the class are limited to seeking recovery of any judgment obtained in their favor solely from proceeds of the insurance policy and not from the Debtor or any of the other defendants in the Class Action Lawsuit. Those members of the Class remaining in the class shall also be included in the mutual release described in the Term Sheet. Upon this Court's approval of this Joint Motion, relief from stay shall be deemed granted to allow the Class Action Lawsuit to proceed against the Debtor with recovery limited to insurance proceeds, as provided in the Term Sheet. The Debtor and Wilhelm make no representation or warranty that the claims asserted in the Class Action Lawsuit are covered by the insurance policy. The parties will seek court approval of the Class Action Settlement in the District Court for Eagle County as provided in the Term Sheet. The mutual releases provided for in the Term Sheet shall not be effective until approval by this Court and the District Court for Eagle County. After approval of the Class Action Settlement by the Eagle County District Court and this Court, with respect to members who elect to opt out of the Class Action Settlement, the Debtor shall assign and transfer all claims and causes of action it could have or may have asserted against any member that opts out of the Class Action Settlement to Wilhelm; Mutual Releases. The Term Sheet provides for certain other mutual releases, compromises, agreements, and settlements as provided in Section 2.a.i (subject to the carve-outs) and the Joint Motion seeks Court approval of same. Membership Documents: Membership Documents, as defined in the Term Sheet, shall be deemed rejected and members will be deemed to have waived claims arising out of rejection of such Membership Documents, 2

(ii)

(iii)

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except with respect to the claim for member deposits as provided for in the Term Sheet. (iv) Settlement of the CTC Lawsuit: Upon Court approval of this Joint Motion and payment of the CTC Settlement Payment, the parties shall dismiss the CTC Lawsuit and the mutual releases contained in Section 2.a.i related to the CTC Lawsuit shall become effective; Allowance of Alpines Claim: Subject to verification as to calculation of amount only, the Alpine claim (as evidenced by the Alpine Loan Documents and as described in the Term Sheet) 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; Allowance of Wilhelms Claim: Subject to verification as to calculation of amount only, the Wilhelm Claim (as defined in the Term Sheet) 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 will be inclusive of all claims of Rush and any person or entity acting in whole or in part through Rush and the Rush claims will not be separately allowed; and Club Member Claims: The Claims of 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 provided in the Term Sheet at Section 2.a.i.2 and Section 4.b; provided, however, that nothing in the Term Sheet 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 the 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.

(v)

(vi)

(vii)

(viii) Non Disparagement: The Debtor and the Approving Parties seek approval of their agreement that the Debtor and the Approving 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 CPOA. (ix) Debtors Representation of Disclosure: 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)(1), with respect to insurance coverage, is true, accurate and complete as set forth in the Term Sheet at Section 2.a.i.1.

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(x)

Wilhelms Obligation if Successful Bidder: If any Wilhelm Party is selected as the successful bidder at the sale of the Debtors 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 as set forth in the Term Sheet at Section 5.k.

The Debtor and other Approving Parties further request that the Court provide a hearing date for approval of the joint disclosure statement and plan of reorganization consistent with the terms of the Term Sheet, without prejudice or in any way ruling on the ultimately confirmability of any such plan. RESPECTFULLY SUBMITTED, Date: October 5, 2012 FOLEY & LARDNER LLP By: /s/ Christopher Celentino 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 -andSENDER & 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 -ANDHOLLAND & HART LLP By: /s/ Risa Lynn Wolf-Smith Risa Lynn Wolf-Smith, #15835 Clarissa M. Raney, #40374 HOLLAND & HART LLP 555 Seventeenth Street, Suite 3200 Denver, Colorado 80202 Telephone: 303-295-8000 Facsimile: 303-295-8261 rwolf@hollandhart.com cmraney@hollandhart.com -andMUNSCH HARDT KOPF & HARR, P.C. Russell L. Munsch (admitted PHV) Texas Bar No. 14671500 Joseph J. Wielebinski (admitted PHV) Texas Bar No. 21432400 Jay H. Ong (admitted PHV) Texas Bar No. 24028756 Zachery Z. Annable (admitted PHV) Texas Bar No. 24053075 3800 Lincoln Plaza 500 N. Akard Street Dallas, Texas 75201-6659 Telephone (214) 855-7500 Facsimile (214) 978-4335 ATTORNEYS FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS

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