Case: ABC Doc#:744 Filed:12/31/12 Entered:12/31/12 14:33:16 Page1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO

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1 Case: ABC Doc#:744 Filed:12/31/12 Entered:12/31/12 14:33:16 Page1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO In re CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera, Case No ABC Chapter 11 Debtor. DEBTOR'S MOTION TO REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES AS OF DECEMBER 31, 2012 Cordillera Golf Club, LLC, the debtor and debtor in possession in the above captioned case (the "Debtor"), by and through its proposed undersigned counsel, hereby moves this Court (the "Motion") for entry of an order substantially in the form submitted herewith (the "Order") authorizing the rejection of the executory contracts and unexpired leases set forth on the Schedule of Executory Contracts and Unexpired Leases attached hereto as Exhibit "A" as of December 31, 2012 (such schedule, the "Schedule" and each listed contract, lease or other agreement, each a "Contract" and collectively, the "Contracts"). In support of this Motion, the Debtor respectfully states as follows: 1. This Court has jurisdiction over this matter under 28 U.S.C. 157 and This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). The venue of the case is proper pursuant to 28 U.S.C and On June 26, 2012 (the "Petition Date"), the Debtor filed its voluntary petition for relief under chapter 11 of title 11 U.S.C., as amended (the "Bankruptcy Code"), in the United States Bankruptcy Court for the District of Delaware (the "Delaware Court") commencing bankruptcy case number On July 6, 2012, the United States Trustee filed its Notice of Appointment of Committee of Unsecured Creditors forming the Official Committee of Unsecured Creditors. 4. On July 16, 2012, venue of the case was transferred to the United States Bankruptcy Court for the District of Colorado (the "Court"), commencing bankruptcy case number ABC (the "Case"). 5. On or about October 30, 2012, the Court entered its Order (A) Authorizing and Scheduling Public Auction for the Sale of Substantially all Operating Assets of the Estate, Free and Clear of Liens, Claims, and Encumbrances, (B) Approving Bid Procedures for the Conducting of the Sale Process, (C) Scheduling the Final Sale Hearing, and (D) Approving the Form and Manner of Notice Pursuant to Federal Rule of Bankruptcy Procedure 2002 [Docket

2 Case: ABC Doc#:744 Filed:12/31/12 Entered:12/31/12 14:33:16 Page2 of 3 Entry No. 558] (the "Sale Order"). The Sale Order, among other items, set the date of the final hearing on the sale of substantially all operating assets of the estate (the "Sale") for December 17, 2012 at 9:00 a.m. (the "Final Sale Hearing"). 6. At the Final Sale Hearing, the Court approved the Sale to the successful bidder (the "Buyer") pursuant and subject to documents related thereto on a final basis and approved the assumption by the Debtor and the assignment to the Buyer of certain executory contracts and unexpired leases (collectively, the "s"). The Court entered its order related to the Final Sale Hearing on December 21, 2012 [Docket Entry No. 725]. 7. The Sale closed on December 28, The s assumed by the Debtor and assigned to the Buyer through the Sale do not include any of the Contracts on the Schedule attached hereto as Exhibit "A" In light of the Sale closing, and that none of the Contracts were assigned to the Buyer as part of the Debtor's operating assets, the Contracts are no longer necessary to the Debtor's operations and the Debtor has no use for the Contracts. Therefore, there is no value or benefit to the estate by the Debtor continuing to incur any further monetary or other obligations related to the Contracts. 10. The Debtor hereby agrees to relief from the automatic stay of Section 362 of the Bankruptcy Code as of December 31, 2012, in order to allow each of the non-debtor counterparties to the Contracts, respectively, to obtain any equipment, as applicable, that is the subject of such Contracts. 11. Pursuant to Section 365 of the Bankruptcy Code, the Debtor seeks entry of an order authorizing the Debtor to reject each of the Contracts set forth on the Schedule as of December 31, 2012, because the Contracts are no longer necessary or of any use to the Debtor or to the estate. 12. Therefore, the Debtor believes that rejection of each of the Contracts as of December 31, 2012, is in the best interest of the estate according to the sound business judgment of the Debtor. 1 The listing of a Contract on the attached Schedule is not deemed an admission by the Debtor that such Contract is an executory contract and/or an unexpired lease or that the Debtor has any liabilities thereunder. Unless expressly agreed otherwise, the Debtor reserves the right at any time before the Court enters its order on the Motion to amend, supplement or otherwise modify the attached Schedule. The Debtor shall file with this Court and shall provide notice of any amendment, supplement or modification to the Schedule, if any, to the party of the affected Contract, counsel to the Official Committee of Unsecured Creditors and the Office of the United States Trustee

3 Case: ABC Doc#:744 Filed:12/31/12 Entered:12/31/12 14:33:16 Page3 of 3 WHEREFORE, the Debtor respectfully requests that this Court enter an order granting this Motion and granting such other and further relief as the Court deems just and proper. Dated: Denver, Colorado December 31, 2012 Respectfully submitted, FOLEY & LARDNER LLP By: /s/ Christopher Celentino Christopher Celentino (CA No ) Mikel Bistrow (CA No ) Dawn A. Messick (CA No ) Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California Telephone: Facsimile: ccelentino@foley.com mbistrow@foley.com dmessick@foley.com -and- SENDER WASSERMAN WADSWORTH, P.C. Harvey Sender, # Lincoln Street, Suite 2200 Denver, CO Telephone: Facsimile: hsender@sww-legal.com Attorneys for Debtor and Debtor-in-Possession

4 Case: ABC Doc#:744-1 Filed:12/31/12 Entered:12/31/12 14:33:16 Page1 of 8 EXHIBIT A (Schedule of Executory Contracts and Unexpired Leases)

5 Case: ABC Doc#:744-1 Filed:12/31/12 Entered:12/31/12 14:33:16 Page2 of 8 Leases Behringer Harvard Cordillera, LLC c/o Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE Cordillera Lodge & Spa, LLC 2041 Sidewinder Drive, Suite 4 Salt Lake City, UT /18/2003 Lease between Galena Partners (Tenant) and Cordillera Lodge & Spa LLC (Landlord) 5/27/2009 Assignment and Assumption of Lease (Grouse On the Green Pro Shop) between Galena Partners Cordillera, LLC (Assignor) and Cordillera Golf Club, LLC (Assignee) Property Pro-Shop Lease / Grouse on the Green Lease A portion of the building for the pro-shop on the Short Course located at: 100 Kensington Drive, Eagle County, Colorado Behringer Harvard Cordillera, LLC c/o Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE Cordillera Lodge & Spa, LLC 2041 Sidewinder Drive, Suite 4 Salt Lake City, UT Behringer Harvard Cordillera, LLC c/o Corporation Service Company 2711 Centerville Road, Suite 400 Wilmington, DE Cordillera Lodge & Spa, LLC 2041 Sidewinder Drive, Suite 4 Salt Lake City, UT /1/2003 Lodge Access and Use Easement and between Stag Gulch Partners, Cordillera Valley Club Investors Limited Partnership, Galena Partners, Squaw Creek Realty Corp., Eagle Golf LLC, Valley Golf LLC, Cordillera Summit Golf, Inc. (Club Owners), Cordillera Club Properties, LLC (Club Operator), Galena Partners, and Kensington Partners (Lodge Owner) 12/18/2003 Assignment and Assumption of Lodge Access and Use Easement and and Club Access between Kensington Partners (Assignor) and Cordillera Lodge & Spa, LLC (Assignee) 12/18/2003 Club Access and Use between Stag Gulch Partners, Cordillera Valley Club Investors Limited Partnership, Galena Partners, Squaw Creek Realty Corp., Eagle Golf LLC, Valley Golf LLC, Cordillera Summit Golf, Inc. (Club Owners), Cordillera Club Properties, LLC (Club Operator), Galena Partners and Kensington Partners (Lodge Owner) 12/18/2003 Assignment and Assumption of Lodge Access and Use Easement and and Club Access between Kensington Partners (Assignor) and Cordillera Lodge & Spa, LLC (Assignee) 12/2003 Amended and Restated Club Access and Use between Stag Gulch Partners, Cordillera Valley Club Investors Limited Partnership, Galena Partners, Squaw Creek Realty Corp., Eagle Golf LLC, Valley Golf LLC, Cordillera Summit Golf, Inc. (Club Owners), Cordillera Club Properties, LLC (Club Operator), Cordillera Lodge and Spa LLC (Lodge Owner) Access for Club Facilities Access to Lodge Facilities

6 Case: ABC Doc#:744-1 Filed:12/31/12 Entered:12/31/12 14:33:16 Page3 of 8 Colorado Golf & Turf Inc. Janet Bergo - Accounting S. Wadsworth Blvd Littleton, CO Heartland Business Credit Corp. Skip Wehner Numerica Capital Leasing Services Department #202 Denver, CO John Deere Credit, Inc. Heath Miller P.O. Box Dallas, TX /31/2006 First Amendment to Amended and Restated Club Access and Use between Stag Gulch Partners, Cordillera Valley Club Investors Limited Partnership, Galena Partners, Squaw Creek Realty Corp., Eagle Golf LLC, Valley Golf LLC, Cordillera Summit Golf, Inc. (Club Owners), Cordillera Club Properties, LLC (Club Operator), Cordillera Lodge and Spa LLC (Lodge Owner) 12/30/2007 Second Amendment to Amended and Restated Club Access and Use between Stag Gulch Partners, Eagle Golf LLC, Valley Golf LLC, Cordillera Summit Golf, Inc. (Club Owners), Cordillera Club Properties, LLC (Club Operator), Cordillera Behringer Harvard Cordillera, LLC (Lodge Owner) 2/13/2012 Golf Course Maintenance Equipment Lease - Lease No Expires 10/31/ New agreement needed or equipment returned 3/10/2011 Lease -- # MT7X3 Matrix Treadmills 8/1/2008 Lease Schedule No /1/ Toro Sidewinder - term ended 9/1/2012; equipment to be returned 8/1/2008 Lease Schedule No /1/ Toro Groundmasters - term ended 9/1/2012; equipment to be returned Property Various Golf Course Equipment 2 - MT7X3 Matrix Treadmills Toro Sidewinder 2 Toro Groundmasters 2

7 Case: ABC Doc#:744-1 Filed:12/31/12 Entered:12/31/12 14:33:16 Page4 of 8 RockResorts International, LLC 2401 East Second Avenue, Suite 600 Denver, CO Fandango Cordillera, L.L.C. c/o Pharos Group, LLC P.O. Box Park City, UT Colorado Hotel Operator, Inc. c/o Pharos Group, LLC P.O. Box Park City, UT Wells Fargo Financial Leasing P.O. Box 6434 Carol Stream, IL /18/2003 Property Use between Eagle Golf LLC, Galena Partners and Kensington Partners (Owner) and Colorado Hotel Operator, Inc. ("Operator") and Fandango Cordillera ("Manager") 5/1/2005 First Amendment to Property Use between Eagle Golf LLC, Galena Partners and Kensington Partners (Owner) and Colorado Hotel Operator, Inc. ("Operator") and Fandango Cordillera ("Manager") 9/19/2005 Side Letter between RockResorts International, LLC (Manager) and Colorado Hotel Operator, Inc. (Operator) 5/26/2006 Termination of Property Use as to Tennis Courts Area and Amendment to Property Use between Eagle Golf LLC, Galena Partners and Kensington Partners (Owner) and Colorado Hotel Operator, Inc. ("Operator") and Fandango Cordillera ("Manager") and Cordillera Land, LLC 5/27/2009 Assignment and Assumption of Property Use (Short Course) between Eagle Golf, LLC and Galena Partners Cordillera LLC (Assignor) and Cordillera Golf Club, LLC (Assignee) 4/26/2010 Equipment Lease No /26/ Ricoh MPC 2050; Internal Stapler Finisher 6/4/2010 Master Lease Schedule No /4/ John Deere Bunker & Field Rake John Deere ProGator Diesel 5/22/2012 Master Lease No /22/2012 5/22/2012 Master Lease Schedule No /22/ EZGO RXV Electric Golf Cars - 6 month lease - expires 11/22/ carts to be returned Property Food and Beverage Services and Use (Short Course and Tennis Courts Area) Ricoh MPC 2050 Internal Stapler Finisher John Deere Bunker & Field Rake John Deere ProGator Diesel EZGO RXV Electric Golf Cars TCF Equipment Finance, Inc. P.O. Box Minneapolis, MN /25/2003 Master Lease /25/2008 Schedule No to the Master Equipment Lease E-Z-GO ST 480 Golf Cart 2 E-Z-GO MPT Golf Carts 3

8 Case: ABC Doc#:744-1 Filed:12/31/12 Entered:12/31/12 14:33:16 Page5 of 8 TCF Equipment Finance, Inc. P.O. Box /17/2005 Master Lease Minneapolis, MN /25/2008 Schedule No to the Master Equipment Lease TCF Equipment Finance, Inc. P.O. Box Minneapolis, MN VGM Financial Services 1111 West San Marnan Dr. Waterloo, Iowa TCF Equipment Finance, Inc. P.O. Box Minneapolis, MN Barnett, Bart P.O. Box 2534 Carey, Wally P.O. Box 1201 Clay, John 2617 Mockingbird Court Fort Worth, TX Engleby, Bob P.O. Box 4730 Hulsizer, Matthew 1077 Sheridan Road Winnetka, IL Kessenich, Paul 100 Legacy Trail P.O. Box 1535 McKeever, Steve P.O. Box /26/2008 Master Lease /27/2008 Schedule No to the Master Equipment Lease /10/2009 VGM Financial Services /22/2009 VGM Financial Services /15/2009 VGM Financial Services /9/2009 VGM Financial Services Oral for private golf cart use Oral for private golf cart use Oral for private golf cart use Oral for private golf cart use Oral for private golf cart use Oral for private golf cart use Oral for private golf cart use Property 1 E-Z GO ST 480 Golf Cart 2 E-Z GO MPT E-Z GO MFT s EZ-GO RXV Electric s EZ-GO RXV Electric EZ-GO RXV Electric EZ-GO RXV F 4

9 Case: ABC Doc#:744-1 Filed:12/31/12 Entered:12/31/12 14:33:16 Page6 of 8 Contracts Bottling Group LLC dba Pepsi Bottling Group P.O. Box Chicago, IL Ceres Design & Arborscape LLC dba Land Designs By Ellison P.O. Box 2134 Eagle, CO Ecolab Pest Elimination P.O. Box 6007 Grand Forks, ND Foretees, LLC 5581 St. Albans Circle St Paul, MN /20/2007 Fountain and Bottle and Can Sales - Expired 6/30/ Equipment on site may need to be returned or new agreement entered into with vendor Maintenance for Landscape Services - No current written contract - time and material basis Pest Elimination Services 2/10/2005 License and Service Foretees, LLC 550 Village Center Drive Suite 400 St Paul, MN Kensington Partners, LLC P.O. Box 988 Edwards, Colorado Otis Elevator One Farm Springs Farmington, CT STI Services, Inc. P.O. Box 94 Unilink Automated Office Systems P.O. Box 1150 Post Falls, ID /26/09 License - to use "Cordillera" name in limited context 10/1/2012 Quarterly Elevator Service for the Chaparral and Summit Athletic Club Monthly Landscaping Services for the Summit Athletic Club, Trailhead and General Store 8/15/2012 Quarterly Maintenance, Support and Supplies for Ricoh Copiers. - Expires 11/15/12 5

10 Case: ABC Doc#:744-1 Filed:12/31/12 Entered:12/31/12 14:33:16 Page7 of 8 Contracts ADP Total Source Sunset Drive Miami, FL ADP,lnc. P.O. Box Boston, MA Agrandar Associates 4323 North 12th St. #103 Phoenix, AZ Alpine Bank Merchant 12 Vail Rd. Suite 200 Vail, CO AVG Software 2105 Northwest Blvd. Newton, NC BankServ 333 Bush St. 26 th Floor San Francisco, CA BNA Software 3 Bethesda Metro Center Bethesda, MD Club Systems Group Box #3476 P.O. Box 8500 Philadelphia, PA Dell Sonic Wall Services P.O. Box San Jose, CA Guardian Retirement Services 3900 Burgess Place - 3 South Bethlehem, PA Piracle, Inc. 556 Confluence Ave Murray, UT Professional Benefit Services 1193 Royvonne Ave. S.E. #22 Salem, OR Sage Software, Inc. P.O. Box Portland, OR (as at any time amended or modified) 12/26/2011 PEO, payroll processing, worker's compensation provider, HR Administrator (admin fee per payroll) Employee Benefit Administrator (monthly billing) Timekeeping software & hardware Billed monthly for active employees 401K Broker Services Credit card processing fees Antivirus software - annual renewal expires on 2/21/2013 Member online payment services - Monthly billing 7/09/2012 Fixed Asset Software annual renewal expires on 7/3/ /1/2012 Quarterly Maintenance Fee - A/R and POS software 9/22/2012 Yearly sonic wall admin support & spyware - firewall 401k Administration 11/3/2011 Create A Check Yearly Maintenance Fee - check writing 3rd Party Administrator 401k plan 3/3/2012 Yearly Maintenance - Timberline Accounting Software 6

11 Case: ABC Doc#:744-1 Filed:12/31/12 Entered:12/31/12 14:33:16 Page8 of 8 Comcast P.O. Box Seattle, WA (as at any time amended or modified) Contract for Acct. # Summit Athletic Club 327 Settlers Loop Contract for Acct. # Summit Athletic Club 327 Settlers Loop Contract for Acct. # Chaparral Restaurant 101 Legends Drive 7

12 Case: ABC Doc#:744-2 Filed:12/31/12 Entered:12/31/12 14:33:16 Page1 of 2 UNITED STATES BANKRUPTCY COURT DISTRICT OF COLORADO In re CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera, Case No ABC Chapter 11 Debtor. ORDER GRANTING DEBTOR'S MOTION TO REJECT CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES AS OF DECEMBER 31, 2012 Upon the Motion to Reject Certain Executory Contracts and Unexpired Leases as of December 31, 2012 (the "Motion") 1 of the above-captioned debtor and debtor in possession (the "Debtor") for entry of an order authorizing the rejection of the executory contracts and unexpired leases set forth on the Schedule of Executory Contracts and Unexpired Leases attached thereto as Exhibit "A" as of December 31, 2012; and upon consideration of the Motion and all pleadings related thereto; and due and proper notice of the Motion having been given; and it appearing that the relief requested is in the best interest of the Debtor, its estate, and creditors and after due deliberation, and sufficient cause appearing therefor, the Court FINDS that rejection of each of the Contracts on the Schedule attached as Exhibit "A" to the Motion, as of December 31, 2012, is in the best interests of the estate and its creditors according to the sound business judgment of the Debtor. The Court ORDERS that the Motion is GRANTED and that each Contract set forth on the Schedule, attached as Exhibit "A" to the Motion, is rejected as of December 31, The Court FURTHER ORDERS that the Debtor shall mail a copy of this Order to the non-debtor parties to each of the Contracts (collectively, the "Counter-Parties") within five (5) days from the date of this Order and shall file a proof of such service with the Court. The Court FURTHER ORDERS that the Counter-Parties shall have thirty (30) days after the date of entry of this Order by which the Counter-Parties may file a proof of claim of any claim against the Debtor arising out of the rejection of the Contracts, respectively. The Court 1 All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Motion

13 Case: ABC Doc#:744-2 Filed:12/31/12 Entered:12/31/12 14:33:16 Page2 of 2 FURTHER ORDERS that this Court shall retain jurisdiction with respect to all matters arising from or related to the implementation and/or interpretation of this Order. IT IS SO ORDERED. DATED this day of January BY THE COURT Honorable A. Bruce Campbell United States Bankruptcy Judge