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IN THE UNITED STATES BANKRUPTCY COURT
                                     FOR THE DISTRICT OF DELAWARE


          Inre:                                                      Chapter 11

          Cordillera Golf Club, LLC, 1                               Case No. 12-11893 (CSS)
            dba The Club at Cordillera,
                                                                     Hearing Date: July 27, 2012 at 1:00 p.m. (ET)
                                       Debtor.                       Obj. Deadline: July 20, 2012 at 4:00p.m. (ET)


                        MOTION OF THE DEBTOR FOR AN ORDER ESTABLISHING
                          PROCEDURES FOR INTERIM COMPENSATION AND
                         REIMBURSEMENT OF EXPENSES OF PROFESSIONALS

                          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 attached hereto as

         Exhibit A (the "Order") pursuant to sections 105(a) and 331 of title 11 of the United States Code

         (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the

         "Bankruptcy Rules"), and Rule 2016-1 of the Local Rules of Bankruptcy Practice and Procedure

         of the United States Bankruptcy Court for the District of Delaware (the "Local Rules")

         establishing procedures for the interim compensation and reimbursement of expenses of

         professionals. In support of this Motion, the Debtor respectfully states as follows:


                                                       JURISDICTION

                          1.        The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157

         and 1334 and the Amended Standing Order ofReference from the United States District Court

         for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant

         to 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with Article III of the


         1
          The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
         XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
01:12260145.6
United States Constitution. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and

          1409. The statutory and legal predicates for the relief requested herein are sections 105(a) and

         331 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 2016-1.

                                                        BACKGROUND

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

         petition for relief under chapter 11 of the Bankruptcy Code. The Debtor has continued in

         possession of its properties and has continued to operate and maintain its business as a debtor in

         possession pursuant to sections 11 07 (a) and 1108 of the Bankruptcy Code.

                           3.        On July 6, 2012, the Office of the United States Trustee for the District of

         Delaware (the "U.S. Trustee") appointed an official committee of unsecured creditors (the

         "Committee") [Docket No. 86]. No request has been made for the appointment of a trustee or

         examiner in this case.

                           4.        A description of the Debtor's business, the reasons for commencing this

         chapter 11 case, and the relief sought from the Court to allow for a smooth transition into chapter

          11 are set forth in the Declaration ofDanielL. Fitchett, Jr. in support of Chapter 11 Petitions

         and First Day Relief[Docket No.2] (the "First Day Declaration"), filed on the Petition Date and

         incorporated by reference herein?

                                          RETENTION OF PROFESSIONALS

                           5.        The Debtor has filed or will file applications to retain, among others:

         Foley & Lardner LLP, as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP, as

         Delaware bankruptcy and conflicts counsel; GA Keen Realty Advisors, LLC, as real estate

         advisor/consultant; and PricewaterhouseCoopers LLC, as financial advisors. The Debtor

         2
          Capitalized terms not otherwise defined herein shall have the meaning attributed to them in the First Day
         Declaration.
01:12260145.6

                                                                  2
anticipates that, as this case progresses, it may need to retain other professionals in connection

         with its chapter 11 efforts. In addition, the Committee will likely retain counsel, and possibly

         other professionals, to assist them in fulfilling its obligations in this case.

                                                RELIEF REQUESTED

                         6.      By this Motion, the Debtor seeks entry of an order, substantially in the

         form attached hereto as Exhibit A, authorizing and establishing procedures for the compensation

         and reimbursement of court-approved professionals (each a "Professional" and collectively, the

         "Professionals") on a monthly basis, on terms comparable to the procedures established in other

         large chapter 11 cases. Such an order will streamline the professional compensation process and

         enable the Court and all other parties to monitor more effectively the professional fees incurred

         in this chapter 11 case.

                         7.      Specifically, the Debtor proposes that, except as otherwise provided in an

         order of the Court authorizing the retention of a particular Professional, the Professionals be

         permitted to seek interim payment of compensation and reimbursement of expenses in

         accordance with the following procedures (collectively, the "Compensation Procedures"):

                                  a)      No earlier than the 5th day of each month following the month for
                  which compensation is sought, each Professional seeking interim allowance of its fees
                  and expenses may file an application (including the relevant time entry and description
                  and expense detail) with the Court for interim allowance of compensation for services
                  rendered and reimbursement of expenses incurred during the preceding month (a
                  "Monthly Fee Application"), and serve such Monthly Fee Application on the following
                  parties: (i) the Debtor, Cordillera Golf Club, LLC, 97 Main Street, Suite E202,
                  Edwards, CO 81632 (Attn: Alfred Siegel, ChiefRestructuring Officer); (ii) counsel to
                  the Debtor, Foley & Lardner LLP, 402 West Broadway, Suite 2100, San Diego,
                  California 92101 (Attn: Christopher Celentino) and Young Conaway Stargatt & Taylor,
                  LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801 (Attn: Travis G.
                  Buchanan); (iii) the Office of the United States Trustee, 844 King St., Suite 2207,
                  Wilmington, DE 19801 (Attn: Mark Kenney); (iv) counsel to the Office of the United
                  States Attorney for the District of Delaware; (v) counsel to the Official Committee of
                  Unsecured Creditors; (vi) counsel to the prepetition secured lenders; (vii) counsel to the
                  proposed post-petition secured lender; and (viii) all parties requesting notice pursuant to

01:12260145.6

                                                             3
Bankruptcy Rule 2002 (each a "Notice Party" and collectively, the "Notice Parties").
                All Monthly Fee Applications shall comply with the Bankruptcy Code, the Bankruptcy
                Rules, and the Local Rules.

                               b)       Each Notice Party will have fifteen (15) days after service of a
                Monthly Fee Application to object thereto (the "Objection Deadline"). If no objections
                are raised prior to the expiration of the Objection Deadline, the Professional submitting
                the Monthly Fee Application shall file a certificate of no objection with the Court, after
                which the Debtor shall be authorized to pay such Professional an amount equal to 80%
                of the fees and 100% ofthe expenses requested in its Monthly Fee Application (the
                "Maximum Interim Payment"). If an objection is properly filed pursuant to
                subparagraph (c) below, the Debtor shall be authorized to pay the Professional 80% of
                the fees and 100% of the expenses not subject to an objection (the "Actual Interim
                Payment"). The first Monthly Fee Application submitted by each Professional shall
                cover the period from the Petition Date through and including July 31, 2012.

                               c)        If any Notice Party objects to a Professional's Monthly Fee
                Application, such Notice Party must, on or before the expiration of the Objection
                Deadline, file with the Court and serve on such Professional and each other Notice Party
                a written objection (the "Objection") so as to be received on or before the Objection
                Deadline. Any such Objection shall identify with specificity the objectionable fees
                and/or expenses, including the amount of such objected to fees and/or expenses, and the
                basis for such Objection. Thereafter, the objecting party and the affected Professional
                may attempt to resolve the Objection on a consensual basis. If the parties are unable to
                reach a resolution within 20 days after service of the Objection, the affected Professional
                may either: (i) file a response to the Objection with the Court, together with a request for
                payment of the difference, if any, between the Maximum Interim Payment and the
                Actual Interim Payment made to such Professional (the "Incremental Amount"); or
                (ii) forego payment of the Incremental Amount until the next interim or final fee
                application hearing, at which time the Court will consider and rule on the Objection if
                requested by the parties.

                                d)      Beginning with the approximate three month period from the
                Petition Date and ending on September 30, 2012, and at each three month period
                thereafter, each Professional shall file with the Court and serve on the Notice Parties an
                application (an "Interim Fee Application") for interim allowance of compensation and
                reimbursement of expenses sought in the Monthly Fee Applications filed during such
                three month period (the "Interim Fee Period") pursuant to section 331 of the Bankruptcy
                Code. The Interim Fee Application must identify the covered Monthly Fee Applications
                and include any other information requested by the Court or required by the Local
                Rules. Interim Fee Applications shall be filed with the Court and served on the Notice
                Parties within 45 days after the end of the applicable Interim Fee Period. Each
                Professional shall file its first Interim Fee Application on or before November 14, 2012,
                and the first Interim Fee Application shall cover the Interim Fee Period from the Petition
                Date through and including September 30, 2012.



01:12260145.6

                                                         4
e)       The Debtor shall request that the Court schedule a hearing on
                  Interim Fee Applications at least once every six (6) months or at such other intervals as
                  the Court deems appropriate.

                               f)       The pendency of an Objection to payment of compensation or
                  reimbursement of expenses shall not disqualify a Professional from the future payment
                  of compensation or reimbursement of expenses pursuant to the Compensation
                  Procedures.

                                g)      Neither (i) the payment of or the failure to pay, in whole or in
                 part, monthly interim compensation and reimbursement of expenses under the
                 Compensation Procedures, nor (ii) the filing of or the failure to file an Objection to any
                 Monthly Fee Application or Interim Fee Application will bind any party in interest or
                 the Court with respect to the allowance of interim or final applications for compensation
                 for services rendered and reimbursement of expenses of Professionals. All fees and
                 expenses paid to Professionals in accordance with the Compensation Procedures are
                 subject to disgorgement until final allowance by the Court.

                         8.     The Debtor also requests that each member of the Committee be permitted

         to submit statements of expenses (excluding the fees and expenses of third-party counsel to

         individual Committee members) and supporting vouchers to the Committee's counsel, which

         counsel will collect and submit the Committee members' requests for reimbursement in

         accordance with the Compensation Procedures. Approval of these Compensation Procedures,

         however, will not authorize payment of such expenses to the extent such authorization does not

         exist under the Bankruptcy Code, applicable Third Circuit law, the Bankruptcy Rules, the Local

         Rules, or the practices of this Court.

                         9.     In addition, the Debtor further requests that the Court limit service of the

         Monthly Fee Applications, Interim Fee Applications, final fee applications and Hearing Notices

         (as defined herein) as follows: (i) the Notice Parties shall be entitled to receive the Monthly Fee

         Applications, Interim Fee Applications, final fee applications, and notices of any hearing thereon

         (the "Hearing Notices") and (ii) the parties in interest requesting notice pursuant to Bankruptcy

         Rule 2002 shall be entitled to receive only the Interim Fee Applications and Hearing Notices.


01:12260145.6

                                                          5
Providing notice of fee applications in this manner will permit the parties most active in this

         chapter 11 case to monitor the fees and expenses incurred by Professionals and will avoid

         unnecessary duplication and mailing expenses.


                                       BASIS FOR RELIEF REQUESTED

                         10.    Section 331 ofthe Bankruptcy Code provides, in relevant part, as follows:

                         A trustee, an examiner, a debtor's attorney, or any professional
                         person employed under section 327 or 1103 ofthis title may apply
                         to the court not more than once every 120 days after an order for
                         relief in a case under this title, or more often if the court permits,
                         for such compensation for services rendered before the date of
                         such an application or reimbursement for expenses incurred before
                         such date as is provided under section 330 of this title. After
                         notice and a hearing, the court may allow and disburse to such
                         applicant such compensation or reimbursement.

         11 U.S.C. § 331. Absent an order of this Court, section 331 limits Professionals rendering

         services in this chapter 11 case to payment of fees and expenses only three times per year.

                         11.    Congress' intent in enacting section 331 is expressed unequivocally in the

         House and Senate Reports accompanying enactment of the Bankruptcy Code:

                         The court may permit more frequent applications if the
                         circumstances warrant, such as in very large cases where the legal
                         work is extensive and merits more frequent payments. The court is
                         authorized to allow and order disbursement to the applicant of
                         compensation and reimbursement that is otherwise allowable under
                         section 330.

         H.R. Rep. No. 595, 95th Cong. 1st Sess. 330 (1977); S. Rep. No. 989, 95th Cong., 2d Sess.

         41-42 (1978).

                         12.    Section 105(a) of the Bankruptcy Code provides, in pertinent part, that

         "[t]he court may issue any order, process, or judgment that is necessary or appropriate to carry

         out the provisions of this title." 11 U.S.C. § 105(a). As set forth below, courts have regularly


01:12260145.6

                                                           6
entered orders, in accordance with section 105(a) of the Bankruptcy Code, establishing

         procedures providing for the interim compensation and expense reimbursement of professionals

         on a monthly basis. Factors generally considered by the courts in determining whether such

         relief is warranted include "the size of [the] reorganization cases, the complexity of the issues

         involved, and the time required on the part of the attorneys for the debtors-in-providing services

         necessary to achieve a successful reorganization of the debtors." In re Int'l Horizons, Inc., 10

         B.R. 895, 897-98 (Bankr. N.D. Ga. 1981). In considering these factors, courts have determined

         that interim compensation procedures are appropriate to avoid having the professionals fund the

         debtor's reorganization proceedings. See id. at 897.

                         13.      The Debtor submits that the Compensation Procedures are appropriate and

         consistent with interim compensation procedures established in other chapter 11 cases in this

         District.   See,~'    In re William Lyon Homes, Case No. 11-14019 (CSS) (Bankr. D. Del. Jan.

          10, 2012); In re SP Newsprint Holdings LLC, Case No. 11-13649 (CSS) (Bankr. D. Del. Dec. 7,

         2011); In re Leslie Controls, Inc., Case No. 10-12199 (CSS) (Bankr. D. Del. Aug. 9, 2010); In re

         Am. Home Mortg. Holdings, Inc., Case No. 07-11047 (CSS) (Bankr. D. Del. Sept. 3, 2007).

                         14.      The Debtor further submits that the efficient administration ofthis chapter

          11 case will be significantly aided by implementing the Compensation Procedures.

                         15.      For the foregoing reasons, the Debtor believes that granting the relief

         requested herein is appropriate and in the best interests of its estate and creditors.

                                                       NOTICE

                         16.      Notice of this Motion has been provided to: (i) the Office of the United

         States Trustee; (ii) the Office of the United States Attorney for the District of Delaware; (iii)

         counsel to the Official Committee ofUnsecured Creditors; (iv) counsel to prepetition secured


01:12260145.6

                                                            7
lenders; (v) counsel to proposed post-petition secured lender; and (vi) all parties requesting

         notice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested herein, the

         Debtor submits that no other or further notice is necessary.

                                              NO PRIOR REQUEST

                        17.     The Debtor has not previously sought the relief requested herein from this

         or any other court.

                        WHEREFORE, the Debtor respectfully seeks entry of an order substantially in the

         form attached hereto as Exhibit A granting the requested relief and such other and further relief

         as it deems just and proper.


         Dated: Wilmington, Delaware               FOLEY & LARDNER LLP
                July 10,2012                       Christopher Celentino
                                                   Erika Moribita
                                                   Mikel Bistrow
                                                   Admitted Pro Hac Vice
                                                   402 West Broadway, Suite 2100
                                                   San Diego, California 92101
                                                   Telephone: (619) 234-6655
                                                   Facsimile: (619) 234-3510

                                                           -and-

                                                   YOUNG CONAWAY STARGATT & TAYLOR, LLP

                                                     Is/ Donald J Bowman Jr.
                                                   Michael R. Nestor (No. 3526)
                                                   Joseph M. Barry (No. 4221)
                                                   Donald J. Bowman, Jr. (No. 4383)
                                                   Justin P. Duda (No. 5478)
                                                   Rodney Square
                                                   1000 N. King Street
                                                   Wilmington, Delaware 19801
                                                   Telephone: (302) 571-6600
                                                   Facsimile: (302) 571-1253

                                                   Proposed Counsel for Debtor and Debtor in Possession


01:12260145.6


                                                          8
IN THE UNITED STATES BANKRUPTCY COURT
                                     FOR THE DISTRICT OF DELAWARE


          In re:                                                     Chapter 11

          Cordillera Golf Club, LLC, 1                               Case No. 12-11893 (CSS)
            dba The Club at Cordillera,
                                                                     Hearing Date: July 27, 2012 at 1:00p.m. (ET)
                                       Debtor.                       Obj. Deadline: July 20, 2012 at 4:00p.m. (ET)


                                                   NOTICE OF MOTION

         TO:       (A) THE OFFICE OF THE UNITED STATES TRUSTEE; (B) THE OFFICE OF THE
                   UNITED STATES ATTORNEY FOR THE DISTRICT OF DELAWARE; (C)
                   COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS; (D)
                   COUNSEL TO PREPETITION SECURED LENDERS; (E) COUNSEL TO PROPOSED
                   POST-PETITION SECURED LENDER; AND (F) ALL PARTIES THAT HAVE
                   REQUESTED NOTICE PURSUANT TO FEDERAL RULE OF BANKRUPTCY
                   PROCEDURE 2002

                        PLEASE TAKE NOTICE that the above-captioned debtor and debtor in
         possession (the "Debtor") filed the attached Motion of the Debtor for an Order Establishing
         Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (the
         "Motion").

                          PLEASE TAKE FURTHER NOTICE that responses, if any, to the Motion
         must be filed with the United States Bankruptcy Court for the District of Delaware, 824 N.
         Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before July 20, 2012, at 4:00P.M.
         (ET) (the "Objection Deadline"). At the same time, you must serve a copy of your response
         upon the undersigned counsel.

                   PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE
         MOTION WILL BE HELD ON JULY 27, 2012, AT 1:00 P.M. (ET) BEFORE THE
         HONORABLE CHRISTOPHER S. SONTCHI IN THE UNITED STATES BANKRUPTCY
         COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR,
         COURTROOM NO. 6, WILMINGTON, DELAWARE 19801.

                    PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND
         TO THE MOTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT
         THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING.




         1
          The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
         XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.

01:12260145.6
Dated: Wilmington, Delaware   FOLEY & LARDNERLLP
                July 10, 2012          Christopher Celentino
                                       Erika Moribita
                                       Mikel Bistrow
                                       Admitted Pro Hac Vice
                                       402 West Broadway, Suite 2100
                                       San Diego, California 92101
                                       Telephone: (619) 234-6655
                                       Facsimile: (619) 234-3510

                                              -and-

                                       YOUNG CONAWAY STARGATT & TAYLOR, LLP


                                         Is/ Donald J Bowman, Jr.
                                       Michael R. Nestor (No. 3526)
                                       Joseph M. Barry (No. 4221)
                                       Donald J. Bowman, Jr. (No. 4383)
                                       Justin P. Duda (No. 5478)
                                       Rodney Square
                                       1000 N. King Street
                                       Wilmington, Delaware 19801
                                       Telephone: (302) 571-6600
                                       Facsimile: (302) 571-1253

                                       Proposed Counsel for Debtor and Debtor in Possession




01:12260145.6

                                             2
EXHIBIT A

                Proposed Order




01:12260145.6
IN THE UNITED STATES BANKRUPTCY COURT
                                        FOR THE DISTRICT OF DELAWARE


          In re:                                                        Chapter 11

          Cordillera Golf Club, LLC, 1                                  Case No. 12-11893 (CSS)
            dba The Club at Cordillera,
                                                                        Ref. Docket No.
                                          Debtor.

                   ORDER AUTHORIZING PROCEDURES FOR INTERIM COMPENSATION
                      AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS
                                                 2
                             Upon the Motion of the debtor and debtor in possession in the above-captioned

         case (the "Debtor") for entry of an order (the "Order") pursuant to sections 105(a) and 331 of the

         Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 2016-1, establishing procedures for

         the interim compensation and reimbursement of expenses of professionals; and upon

         consideration of the Motion and all pleadings related thereto, including the First Day

         Declaration; and due and proper notice of this Motion having been given; and it appearing that

         no other or further notice is required; and it appearing that the Court has jurisdiction to consider

         the Motion in accordance with 28 U.S.C. §§ 157 and 1334; and it appearing that this is a core

         proceeding pursuant to 28 U.S.C. § 157(b)(2); and it appearing that venue of this proceeding and

         this Motion is proper pursuant to 28 U.S.C. §§ 1408 and 1409; 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,

                             IT IS HEREBY ORDERED THAT:

                             1.      The Motion is granted.



         1
          The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX-
         XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
         2
             All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Motion.
01:12260145.6
2.      Except as otherwise provided in an order of the Court authorizing the

         retention of a particular professional, the professionals specifically retained pursuant to an order

         of the Court in this case (each a "Professional" and collectively, the "Professionals") may seek

         interim payment of compensation and reimbursement of expenses in accordance with the

         following procedures (collectively, the "Compensation Procedures"):

                                 a)      No earlier than the 5th day of each month following the month for
                 which compensation is sought, each Professional seeking interim allowance of its fees
                 and expenses may file an application (including the relevant time entry and description
                 and expense detail) with the Court for interim allowance of compensation for services
                 rendered and reimbursement of expenses incurred during the preceding month (a
                 "Monthly Fee Application"), and serve such Monthly Fee Application on the following
                 parties: (i) the Debtor, Cordillera Golf Club, LLC, 97 Main Street, Suite E202,
                 Edwards, CO 81632 (Attn: Alfred Siegel, ChiefRestructuring Officer); (ii) counsel to
                 the Debtor, Foley & Lardner LLP, 402 West Broadway, Suite 2100, San Diego,
                 California 92101 (Attn: Christopher Celentino) and Young Conaway Stargatt & Taylor,
                 LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801 (Attn: Travis G.
                 Buchanan); (iii) the Office of the United States Trustee, 844 King St., Suite 2207,
                 Wilmington, DE 19801 (Attn: Mark Kenney); (iv) counsel to the Office of the United
                 States Attorney for the District of Delaware; (v) counsel to the Official Committee of
                 Unsecured Creditors; (vi) counsel to the prepetition secured lenders; (vii) counsel to the
                 proposed post-petition secured lender; and (viii) all parties requesting notice pursuant to
                 Bankruptcy Rule 2002 (each a "Notice Party" and collectively, the "Notice Parties").
                 All Monthly Fee Applications shall comply with the Bankruptcy Code, the Bankruptcy
                 Rules, and the Local Rules.

                                b)       Each Notice Party will have fifteen (15) days after service of a
                 Monthly Fee Application to object thereto (the "Objection Deadline"). If no objections
                 are raised prior to the expiration of the Objection Deadline, the Professional submitting
                 the Monthly Fee Application shall file a certificate of no objection with the Court, after
                 which the Debtor shall be authorized to pay such Professional an amount equal to 80%
                 ofthe fees and 100% ofthe expenses requested in its Monthly Fee Application (the
                 "Maximum Interim Payment"). If an objection is properly filed pursuant to
                 subparagraph (c) below, the Debtor shall be authorized to pay the Professional 80% of
                 the fees and 100% of the expenses not subject to an objection (the "Actual Interim
                 Payment"). The first Monthly Fee Application submitted by each Professional shall
                 cover the period from the Petition Date through and including July 31, 2012.

                                c)      If any Notice Party objects to a Professional's Monthly Fee
                 Application, such Notice Party must, on or before the expiration of the Objection
                 Deadline, file with the Court and serve on such Professional and each other Notice Party
                 a written objection (the "Objection") so as to be received on or before the Objection
                 Deadline. Any such Objection shall identity with specificity the objectionable fees
01:12260145.6

                                                           2
and/or expenses, including the amount of such objected to fees and/or expenses, and the
                 basis for such Objection. Thereafter, the objecting party and the affected Professional
                 may attempt to resolve the Objection on a consensual basis. If the parties are unable to
                 reach a resolution within 20 days after service of the Objection, the affected Professional
                 may either: (i) file a response to the Objection with the Court, together with a request for
                 payment of the difference, if any, between the Maximum Interim Payment and the
                 Actual Interim Payment made to such Professional (the "Incremental Amount"); or
                 (ii) forego payment of the Incremental Amount until the next interim or final fee
                 application hearing, at which time the Court will consider and rule on the Objection if
                 requested by the parties.

                                  d)        Beginning with the approximate three month period from the
                 Petition Date and ending on September 30, 2012, and at each three month period
                 thereafter, each Professional shall file with the Court and serve on the Notice Parties an
                 application (an "Interim Fee Application") for interim allowance of compensation and
                 reimbursement of expenses sought in the Monthly Fee Applications filed during such
                 three month period (the "Interim Fee Period") pursuant to section 331 of the Bankruptcy
                 Code. The Interim Fee Application must identify the covered Monthly Fee Applications
                 and include any other information requested by the Court or required by the Local Rules.
                 Interim Fee Applications shall be filed with the Court and served on the Notice Parties
                 within 45 days after the end of the applicable Interim Fee Period. Each Professional
                 shall file its first Interim Fee Application on or before November 14, 2012, and the first
                 Interim Fee Application shall cover the Interim Fee Period from the Petition Date
                 through and including September 30, 2012.

                              e)       The Debtor shall request that the Court schedule a hearing on
                 Interim Fee Applications at least once every six (6) months or at such other intervals as
                 the Court deems appropriate.

                              f)       The pendency of an Objection to payment of compensation or
                 reimbursement of expenses shall not disqualify a Professional from the future payment
                 of compensation or reimbursement of expenses pursuant to the Compensation
                 Procedures.

                                g)      Neither (i) the payment of or the failure to pay, in whole or in
                 part, monthly interim compensation and reimbursement of expenses under the
                 Compensation Procedures, nor (ii) the filing of or the failure to file an Objection to any
                 Monthly Fee Application or Interim Fee Application will bind any party in interest or
                 the Court with respect to the allowance of interim or final applications for compensation
                 for services rendered and reimbursement of expenses of Professionals. All fees and
                 expenses paid to Professionals in accordance with the Compensation Procedures are
                 subject to disgorgement until final allowance by the Court.

                       3.      Each member of the Committee is permitted to submit statements of

         expenses (excluding the fees and expenses of third-party counsel to individual Committee


01:12260145.6

                                                          3
members) and supporting vouchers to the Committee's counsel, which counsel shall collect and

         submit the Committee members' requests for reimbursement in accordance with the

         Compensation Procedures; provided that approval of these Compensation Procedures does not

         authorize payment of such expenses to the extent that such authorization does not exist under the

         Bankruptcy Code, applicable Third Circuit law, the Bankruptcy Rules, the Local Rules, or the

         practices of this Court.

                         4.     Service of the Monthly Fee Applications, Interim Fee Applications, final

         fee applications and Hearing Notices (as defined herein) in this chapter 11 case in the following

         manner is hereby authorized and approved: (i) the Notice Parties shall be entitled to receive the

         Monthly Fee Applications, Interim Fee Applications, final fee applications, and notices of any

         hearing thereon (the "Hearing Notices") and (ii) the parties in interest requesting notice pursuant

         to Bankruptcy Rule 2002 shall be entitled to receive only the Interim Fee Applications and

         Hearing Notices.

                         5.     All time periods reference in this Order shall be calculated in accordance

         with Bankruptcy Rule 9006(a).

                         6.     This Court shall retain jurisdiction with respect to all matters arising from

         or related to the implementation and interpretation of this Order.

         Dated: Wilmington, Delaware
                July _ _ , 2012



                                                       Christopher S. Sontchi
                                                       United States Bankruptcy Judge




01:12260145.6

                                                          4

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10000001203

  • 1. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Inre: Chapter 11 Cordillera Golf Club, LLC, 1 Case No. 12-11893 (CSS) dba The Club at Cordillera, Hearing Date: July 27, 2012 at 1:00 p.m. (ET) Debtor. Obj. Deadline: July 20, 2012 at 4:00p.m. (ET) MOTION OF THE DEBTOR FOR AN ORDER ESTABLISHING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS 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 attached hereto as Exhibit A (the "Order") pursuant to sections 105(a) and 331 of title 11 of the United States Code (the "Bankruptcy Code"), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules"), and Rule 2016-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules") establishing procedures for the interim compensation and reimbursement of expenses of professionals. In support of this Motion, the Debtor respectfully states as follows: JURISDICTION 1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order ofReference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), and the Court may enter a final order consistent with Article III of the 1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX- XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. 01:12260145.6
  • 2. United States Constitution. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The statutory and legal predicates for the relief requested herein are sections 105(a) and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 2016-1. BACKGROUND 2. On June 26, 2012 (the "Petition Date"), the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. The Debtor has continued in possession of its properties and has continued to operate and maintain its business as a debtor in possession pursuant to sections 11 07 (a) and 1108 of the Bankruptcy Code. 3. On July 6, 2012, the Office of the United States Trustee for the District of Delaware (the "U.S. Trustee") appointed an official committee of unsecured creditors (the "Committee") [Docket No. 86]. No request has been made for the appointment of a trustee or examiner in this case. 4. A description of the Debtor's business, the reasons for commencing this chapter 11 case, and the relief sought from the Court to allow for a smooth transition into chapter 11 are set forth in the Declaration ofDanielL. Fitchett, Jr. in support of Chapter 11 Petitions and First Day Relief[Docket No.2] (the "First Day Declaration"), filed on the Petition Date and incorporated by reference herein? RETENTION OF PROFESSIONALS 5. The Debtor has filed or will file applications to retain, among others: Foley & Lardner LLP, as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP, as Delaware bankruptcy and conflicts counsel; GA Keen Realty Advisors, LLC, as real estate advisor/consultant; and PricewaterhouseCoopers LLC, as financial advisors. The Debtor 2 Capitalized terms not otherwise defined herein shall have the meaning attributed to them in the First Day Declaration. 01:12260145.6 2
  • 3. anticipates that, as this case progresses, it may need to retain other professionals in connection with its chapter 11 efforts. In addition, the Committee will likely retain counsel, and possibly other professionals, to assist them in fulfilling its obligations in this case. RELIEF REQUESTED 6. By this Motion, the Debtor seeks entry of an order, substantially in the form attached hereto as Exhibit A, authorizing and establishing procedures for the compensation and reimbursement of court-approved professionals (each a "Professional" and collectively, the "Professionals") on a monthly basis, on terms comparable to the procedures established in other large chapter 11 cases. Such an order will streamline the professional compensation process and enable the Court and all other parties to monitor more effectively the professional fees incurred in this chapter 11 case. 7. Specifically, the Debtor proposes that, except as otherwise provided in an order of the Court authorizing the retention of a particular Professional, the Professionals be permitted to seek interim payment of compensation and reimbursement of expenses in accordance with the following procedures (collectively, the "Compensation Procedures"): a) No earlier than the 5th day of each month following the month for which compensation is sought, each Professional seeking interim allowance of its fees and expenses may file an application (including the relevant time entry and description and expense detail) with the Court for interim allowance of compensation for services rendered and reimbursement of expenses incurred during the preceding month (a "Monthly Fee Application"), and serve such Monthly Fee Application on the following parties: (i) the Debtor, Cordillera Golf Club, LLC, 97 Main Street, Suite E202, Edwards, CO 81632 (Attn: Alfred Siegel, ChiefRestructuring Officer); (ii) counsel to the Debtor, Foley & Lardner LLP, 402 West Broadway, Suite 2100, San Diego, California 92101 (Attn: Christopher Celentino) and Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801 (Attn: Travis G. Buchanan); (iii) the Office of the United States Trustee, 844 King St., Suite 2207, Wilmington, DE 19801 (Attn: Mark Kenney); (iv) counsel to the Office of the United States Attorney for the District of Delaware; (v) counsel to the Official Committee of Unsecured Creditors; (vi) counsel to the prepetition secured lenders; (vii) counsel to the proposed post-petition secured lender; and (viii) all parties requesting notice pursuant to 01:12260145.6 3
  • 4. Bankruptcy Rule 2002 (each a "Notice Party" and collectively, the "Notice Parties"). All Monthly Fee Applications shall comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. b) Each Notice Party will have fifteen (15) days after service of a Monthly Fee Application to object thereto (the "Objection Deadline"). If no objections are raised prior to the expiration of the Objection Deadline, the Professional submitting the Monthly Fee Application shall file a certificate of no objection with the Court, after which the Debtor shall be authorized to pay such Professional an amount equal to 80% of the fees and 100% ofthe expenses requested in its Monthly Fee Application (the "Maximum Interim Payment"). If an objection is properly filed pursuant to subparagraph (c) below, the Debtor shall be authorized to pay the Professional 80% of the fees and 100% of the expenses not subject to an objection (the "Actual Interim Payment"). The first Monthly Fee Application submitted by each Professional shall cover the period from the Petition Date through and including July 31, 2012. c) If any Notice Party objects to a Professional's Monthly Fee Application, such Notice Party must, on or before the expiration of the Objection Deadline, file with the Court and serve on such Professional and each other Notice Party a written objection (the "Objection") so as to be received on or before the Objection Deadline. Any such Objection shall identify with specificity the objectionable fees and/or expenses, including the amount of such objected to fees and/or expenses, and the basis for such Objection. Thereafter, the objecting party and the affected Professional may attempt to resolve the Objection on a consensual basis. If the parties are unable to reach a resolution within 20 days after service of the Objection, the affected Professional may either: (i) file a response to the Objection with the Court, together with a request for payment of the difference, if any, between the Maximum Interim Payment and the Actual Interim Payment made to such Professional (the "Incremental Amount"); or (ii) forego payment of the Incremental Amount until the next interim or final fee application hearing, at which time the Court will consider and rule on the Objection if requested by the parties. d) Beginning with the approximate three month period from the Petition Date and ending on September 30, 2012, and at each three month period thereafter, each Professional shall file with the Court and serve on the Notice Parties an application (an "Interim Fee Application") for interim allowance of compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during such three month period (the "Interim Fee Period") pursuant to section 331 of the Bankruptcy Code. The Interim Fee Application must identify the covered Monthly Fee Applications and include any other information requested by the Court or required by the Local Rules. Interim Fee Applications shall be filed with the Court and served on the Notice Parties within 45 days after the end of the applicable Interim Fee Period. Each Professional shall file its first Interim Fee Application on or before November 14, 2012, and the first Interim Fee Application shall cover the Interim Fee Period from the Petition Date through and including September 30, 2012. 01:12260145.6 4
  • 5. e) The Debtor shall request that the Court schedule a hearing on Interim Fee Applications at least once every six (6) months or at such other intervals as the Court deems appropriate. f) The pendency of an Objection to payment of compensation or reimbursement of expenses shall not disqualify a Professional from the future payment of compensation or reimbursement of expenses pursuant to the Compensation Procedures. g) Neither (i) the payment of or the failure to pay, in whole or in part, monthly interim compensation and reimbursement of expenses under the Compensation Procedures, nor (ii) the filing of or the failure to file an Objection to any Monthly Fee Application or Interim Fee Application will bind any party in interest or the Court with respect to the allowance of interim or final applications for compensation for services rendered and reimbursement of expenses of Professionals. All fees and expenses paid to Professionals in accordance with the Compensation Procedures are subject to disgorgement until final allowance by the Court. 8. The Debtor also requests that each member of the Committee be permitted to submit statements of expenses (excluding the fees and expenses of third-party counsel to individual Committee members) and supporting vouchers to the Committee's counsel, which counsel will collect and submit the Committee members' requests for reimbursement in accordance with the Compensation Procedures. Approval of these Compensation Procedures, however, will not authorize payment of such expenses to the extent such authorization does not exist under the Bankruptcy Code, applicable Third Circuit law, the Bankruptcy Rules, the Local Rules, or the practices of this Court. 9. In addition, the Debtor further requests that the Court limit service of the Monthly Fee Applications, Interim Fee Applications, final fee applications and Hearing Notices (as defined herein) as follows: (i) the Notice Parties shall be entitled to receive the Monthly Fee Applications, Interim Fee Applications, final fee applications, and notices of any hearing thereon (the "Hearing Notices") and (ii) the parties in interest requesting notice pursuant to Bankruptcy Rule 2002 shall be entitled to receive only the Interim Fee Applications and Hearing Notices. 01:12260145.6 5
  • 6. Providing notice of fee applications in this manner will permit the parties most active in this chapter 11 case to monitor the fees and expenses incurred by Professionals and will avoid unnecessary duplication and mailing expenses. BASIS FOR RELIEF REQUESTED 10. Section 331 ofthe Bankruptcy Code provides, in relevant part, as follows: A trustee, an examiner, a debtor's attorney, or any professional person employed under section 327 or 1103 ofthis title may apply to the court not more than once every 120 days after an order for relief in a case under this title, or more often if the court permits, for such compensation for services rendered before the date of such an application or reimbursement for expenses incurred before such date as is provided under section 330 of this title. After notice and a hearing, the court may allow and disburse to such applicant such compensation or reimbursement. 11 U.S.C. § 331. Absent an order of this Court, section 331 limits Professionals rendering services in this chapter 11 case to payment of fees and expenses only three times per year. 11. Congress' intent in enacting section 331 is expressed unequivocally in the House and Senate Reports accompanying enactment of the Bankruptcy Code: The court may permit more frequent applications if the circumstances warrant, such as in very large cases where the legal work is extensive and merits more frequent payments. The court is authorized to allow and order disbursement to the applicant of compensation and reimbursement that is otherwise allowable under section 330. H.R. Rep. No. 595, 95th Cong. 1st Sess. 330 (1977); S. Rep. No. 989, 95th Cong., 2d Sess. 41-42 (1978). 12. Section 105(a) of the Bankruptcy Code provides, in pertinent part, that "[t]he court may issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title." 11 U.S.C. § 105(a). As set forth below, courts have regularly 01:12260145.6 6
  • 7. entered orders, in accordance with section 105(a) of the Bankruptcy Code, establishing procedures providing for the interim compensation and expense reimbursement of professionals on a monthly basis. Factors generally considered by the courts in determining whether such relief is warranted include "the size of [the] reorganization cases, the complexity of the issues involved, and the time required on the part of the attorneys for the debtors-in-providing services necessary to achieve a successful reorganization of the debtors." In re Int'l Horizons, Inc., 10 B.R. 895, 897-98 (Bankr. N.D. Ga. 1981). In considering these factors, courts have determined that interim compensation procedures are appropriate to avoid having the professionals fund the debtor's reorganization proceedings. See id. at 897. 13. The Debtor submits that the Compensation Procedures are appropriate and consistent with interim compensation procedures established in other chapter 11 cases in this District. See,~' In re William Lyon Homes, Case No. 11-14019 (CSS) (Bankr. D. Del. Jan. 10, 2012); In re SP Newsprint Holdings LLC, Case No. 11-13649 (CSS) (Bankr. D. Del. Dec. 7, 2011); In re Leslie Controls, Inc., Case No. 10-12199 (CSS) (Bankr. D. Del. Aug. 9, 2010); In re Am. Home Mortg. Holdings, Inc., Case No. 07-11047 (CSS) (Bankr. D. Del. Sept. 3, 2007). 14. The Debtor further submits that the efficient administration ofthis chapter 11 case will be significantly aided by implementing the Compensation Procedures. 15. For the foregoing reasons, the Debtor believes that granting the relief requested herein is appropriate and in the best interests of its estate and creditors. NOTICE 16. Notice of this Motion has been provided to: (i) the Office of the United States Trustee; (ii) the Office of the United States Attorney for the District of Delaware; (iii) counsel to the Official Committee ofUnsecured Creditors; (iv) counsel to prepetition secured 01:12260145.6 7
  • 8. lenders; (v) counsel to proposed post-petition secured lender; and (vi) all parties requesting notice pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested herein, the Debtor submits that no other or further notice is necessary. NO PRIOR REQUEST 17. The Debtor has not previously sought the relief requested herein from this or any other court. WHEREFORE, the Debtor respectfully seeks entry of an order substantially in the form attached hereto as Exhibit A granting the requested relief and such other and further relief as it deems just and proper. Dated: Wilmington, Delaware FOLEY & LARDNER LLP July 10,2012 Christopher Celentino Erika Moribita Mikel Bistrow Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: (619) 234-6655 Facsimile: (619) 234-3510 -and- YOUNG CONAWAY STARGATT & TAYLOR, LLP Is/ Donald J Bowman Jr. Michael R. Nestor (No. 3526) Joseph M. Barry (No. 4221) Donald J. Bowman, Jr. (No. 4383) Justin P. Duda (No. 5478) Rodney Square 1000 N. King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Proposed Counsel for Debtor and Debtor in Possession 01:12260145.6 8
  • 9. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Cordillera Golf Club, LLC, 1 Case No. 12-11893 (CSS) dba The Club at Cordillera, Hearing Date: July 27, 2012 at 1:00p.m. (ET) Debtor. Obj. Deadline: July 20, 2012 at 4:00p.m. (ET) NOTICE OF MOTION TO: (A) THE OFFICE OF THE UNITED STATES TRUSTEE; (B) THE OFFICE OF THE UNITED STATES ATTORNEY FOR THE DISTRICT OF DELAWARE; (C) COUNSEL TO THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS; (D) COUNSEL TO PREPETITION SECURED LENDERS; (E) COUNSEL TO PROPOSED POST-PETITION SECURED LENDER; AND (F) ALL PARTIES THAT HAVE REQUESTED NOTICE PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2002 PLEASE TAKE NOTICE that the above-captioned debtor and debtor in possession (the "Debtor") filed the attached Motion of the Debtor for an Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (the "Motion"). PLEASE TAKE FURTHER NOTICE that responses, if any, to the Motion must be filed with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before July 20, 2012, at 4:00P.M. (ET) (the "Objection Deadline"). At the same time, you must serve a copy of your response upon the undersigned counsel. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE MOTION WILL BE HELD ON JULY 27, 2012, AT 1:00 P.M. (ET) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR, COURTROOM NO. 6, WILMINGTON, DELAWARE 19801. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE MOTION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. 1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX- XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. 01:12260145.6
  • 10. Dated: Wilmington, Delaware FOLEY & LARDNERLLP July 10, 2012 Christopher Celentino Erika Moribita Mikel Bistrow Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: (619) 234-6655 Facsimile: (619) 234-3510 -and- YOUNG CONAWAY STARGATT & TAYLOR, LLP Is/ Donald J Bowman, Jr. Michael R. Nestor (No. 3526) Joseph M. Barry (No. 4221) Donald J. Bowman, Jr. (No. 4383) Justin P. Duda (No. 5478) Rodney Square 1000 N. King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Proposed Counsel for Debtor and Debtor in Possession 01:12260145.6 2
  • 11. EXHIBIT A Proposed Order 01:12260145.6
  • 12. IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 Cordillera Golf Club, LLC, 1 Case No. 12-11893 (CSS) dba The Club at Cordillera, Ref. Docket No. Debtor. ORDER AUTHORIZING PROCEDURES FOR INTERIM COMPENSATION AND REIMBURSEMENT OF EXPENSES OF PROFESSIONALS 2 Upon the Motion of the debtor and debtor in possession in the above-captioned case (the "Debtor") for entry of an order (the "Order") pursuant to sections 105(a) and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, and Local Rule 2016-1, establishing procedures for the interim compensation and reimbursement of expenses of professionals; and upon consideration of the Motion and all pleadings related thereto, including the First Day Declaration; and due and proper notice of this Motion having been given; and it appearing that no other or further notice is required; and it appearing that the Court has jurisdiction to consider the Motion in accordance with 28 U.S.C. §§ 157 and 1334; and it appearing that this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2); and it appearing that venue of this proceeding and this Motion is proper pursuant to 28 U.S.C. §§ 1408 and 1409; 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, IT IS HEREBY ORDERED THAT: 1. The Motion is granted. 1 The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XX- XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632. 2 All capitalized terms used and not defined herein shall have the meanings ascribed to them in the Motion. 01:12260145.6
  • 13. 2. Except as otherwise provided in an order of the Court authorizing the retention of a particular professional, the professionals specifically retained pursuant to an order of the Court in this case (each a "Professional" and collectively, the "Professionals") may seek interim payment of compensation and reimbursement of expenses in accordance with the following procedures (collectively, the "Compensation Procedures"): a) No earlier than the 5th day of each month following the month for which compensation is sought, each Professional seeking interim allowance of its fees and expenses may file an application (including the relevant time entry and description and expense detail) with the Court for interim allowance of compensation for services rendered and reimbursement of expenses incurred during the preceding month (a "Monthly Fee Application"), and serve such Monthly Fee Application on the following parties: (i) the Debtor, Cordillera Golf Club, LLC, 97 Main Street, Suite E202, Edwards, CO 81632 (Attn: Alfred Siegel, ChiefRestructuring Officer); (ii) counsel to the Debtor, Foley & Lardner LLP, 402 West Broadway, Suite 2100, San Diego, California 92101 (Attn: Christopher Celentino) and Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, DE 19801 (Attn: Travis G. Buchanan); (iii) the Office of the United States Trustee, 844 King St., Suite 2207, Wilmington, DE 19801 (Attn: Mark Kenney); (iv) counsel to the Office of the United States Attorney for the District of Delaware; (v) counsel to the Official Committee of Unsecured Creditors; (vi) counsel to the prepetition secured lenders; (vii) counsel to the proposed post-petition secured lender; and (viii) all parties requesting notice pursuant to Bankruptcy Rule 2002 (each a "Notice Party" and collectively, the "Notice Parties"). All Monthly Fee Applications shall comply with the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules. b) Each Notice Party will have fifteen (15) days after service of a Monthly Fee Application to object thereto (the "Objection Deadline"). If no objections are raised prior to the expiration of the Objection Deadline, the Professional submitting the Monthly Fee Application shall file a certificate of no objection with the Court, after which the Debtor shall be authorized to pay such Professional an amount equal to 80% ofthe fees and 100% ofthe expenses requested in its Monthly Fee Application (the "Maximum Interim Payment"). If an objection is properly filed pursuant to subparagraph (c) below, the Debtor shall be authorized to pay the Professional 80% of the fees and 100% of the expenses not subject to an objection (the "Actual Interim Payment"). The first Monthly Fee Application submitted by each Professional shall cover the period from the Petition Date through and including July 31, 2012. c) If any Notice Party objects to a Professional's Monthly Fee Application, such Notice Party must, on or before the expiration of the Objection Deadline, file with the Court and serve on such Professional and each other Notice Party a written objection (the "Objection") so as to be received on or before the Objection Deadline. Any such Objection shall identity with specificity the objectionable fees 01:12260145.6 2
  • 14. and/or expenses, including the amount of such objected to fees and/or expenses, and the basis for such Objection. Thereafter, the objecting party and the affected Professional may attempt to resolve the Objection on a consensual basis. If the parties are unable to reach a resolution within 20 days after service of the Objection, the affected Professional may either: (i) file a response to the Objection with the Court, together with a request for payment of the difference, if any, between the Maximum Interim Payment and the Actual Interim Payment made to such Professional (the "Incremental Amount"); or (ii) forego payment of the Incremental Amount until the next interim or final fee application hearing, at which time the Court will consider and rule on the Objection if requested by the parties. d) Beginning with the approximate three month period from the Petition Date and ending on September 30, 2012, and at each three month period thereafter, each Professional shall file with the Court and serve on the Notice Parties an application (an "Interim Fee Application") for interim allowance of compensation and reimbursement of expenses sought in the Monthly Fee Applications filed during such three month period (the "Interim Fee Period") pursuant to section 331 of the Bankruptcy Code. The Interim Fee Application must identify the covered Monthly Fee Applications and include any other information requested by the Court or required by the Local Rules. Interim Fee Applications shall be filed with the Court and served on the Notice Parties within 45 days after the end of the applicable Interim Fee Period. Each Professional shall file its first Interim Fee Application on or before November 14, 2012, and the first Interim Fee Application shall cover the Interim Fee Period from the Petition Date through and including September 30, 2012. e) The Debtor shall request that the Court schedule a hearing on Interim Fee Applications at least once every six (6) months or at such other intervals as the Court deems appropriate. f) The pendency of an Objection to payment of compensation or reimbursement of expenses shall not disqualify a Professional from the future payment of compensation or reimbursement of expenses pursuant to the Compensation Procedures. g) Neither (i) the payment of or the failure to pay, in whole or in part, monthly interim compensation and reimbursement of expenses under the Compensation Procedures, nor (ii) the filing of or the failure to file an Objection to any Monthly Fee Application or Interim Fee Application will bind any party in interest or the Court with respect to the allowance of interim or final applications for compensation for services rendered and reimbursement of expenses of Professionals. All fees and expenses paid to Professionals in accordance with the Compensation Procedures are subject to disgorgement until final allowance by the Court. 3. Each member of the Committee is permitted to submit statements of expenses (excluding the fees and expenses of third-party counsel to individual Committee 01:12260145.6 3
  • 15. members) and supporting vouchers to the Committee's counsel, which counsel shall collect and submit the Committee members' requests for reimbursement in accordance with the Compensation Procedures; provided that approval of these Compensation Procedures does not authorize payment of such expenses to the extent that such authorization does not exist under the Bankruptcy Code, applicable Third Circuit law, the Bankruptcy Rules, the Local Rules, or the practices of this Court. 4. Service of the Monthly Fee Applications, Interim Fee Applications, final fee applications and Hearing Notices (as defined herein) in this chapter 11 case in the following manner is hereby authorized and approved: (i) the Notice Parties shall be entitled to receive the Monthly Fee Applications, Interim Fee Applications, final fee applications, and notices of any hearing thereon (the "Hearing Notices") and (ii) the parties in interest requesting notice pursuant to Bankruptcy Rule 2002 shall be entitled to receive only the Interim Fee Applications and Hearing Notices. 5. All time periods reference in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). 6. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation and interpretation of this Order. Dated: Wilmington, Delaware July _ _ , 2012 Christopher S. Sontchi United States Bankruptcy Judge 01:12260145.6 4