4835-6044-5968.

2
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO

In re: )
) Case No. 12-24882 ABC
CORDILLERA GOLF CLUB dba The ) Chapter 11
Club at Cordillera )
)
Debtor. )


APPLICATION TO EMPLOY HARVEY W. CURTIS & ASSOCIATES AS
SPECIAL COUNSEL FOR THE DEBTOR


Cordillera Golf Club dba The Club at Cordillera (the "Debtor"), by and through its counsel,
respectfully submit their Application to Employ Harvey W. Curtis & Associates as Special Counsel
for the Debtor, and states as follows:

1. 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 12-11893. The Debtor is operating its business and managing its
properties as a debtor-in-possession pursuant to 1107(a) and 1108 of the Bankruptcy Code.
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 (the "OCC").

2. On July 16, 2012, venue of the case was transferred to the United States
Bankruptcy Court for the District of Colorado, commencing bankruptcy case number 12-24882-
ABC (the "Case").

3. On or about July 10, 2012, the Debtor filed its Motion for Order Authorizing the
Debtor to Retain, Employ, and Compensate Certain Professionals Utilized in the Ordinary
Course of Business in the Delaware Court (the "Motion"), which included the employment of
Harvey W. Curtis & Associates ("HWC"). On or about July 20, 2012, this Court denied the
Motion but permitted the Debtor to seek employment of professionals by submission of
individual employment applications.

4. Since August 3, 2009, HWC has provided necessary legal representation and
services to the Debtor in various legal matters concerning water rights owned by Debtor,
including but not limited to filing and prosecuting applications in the Colorado State Water
Court (the "Water Court") for findings of diligence on Debtor's conditional water rights
(collectively, the "Water Court Matters").

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4835-6044-5968.2

5. As part of the Water Court Matters, it was established prior to the Petition Date
that an application for a finding of diligence must be filed in the Water Court no later than
August 31, 2012 to preserve the following conditional water rights owned by Debtor and which
are intended to be used in connection with one of Debtor's golf courses: Groff Ditch -
Cottonwood Enlargement, Cottonwood Pump and Pipeline, and Golf Course Ponds 1-5; and, if
the application is not filed by August 31, 2012, said conditional water rights would be cancelled.
Notwithstanding the automatic stay due to the now pending Case, the Debtor believes that it is in
the best interest of the Debtor, the estate and all creditors to, out of an abundance of caution,
timely file such application by August 31, 2012. Therefore, the Debtor believes it is necessary
and in the best interest of the Debtor, the estate and all creditors to employ HWC to assist the
Debtor with the referenced application.

6. The Debtor seeks authorization to employ the law firm of HWC as special
counsel in this Case to assist the Debtor and bankruptcy counsel for the Debtor, and continue to
represent the Debtor in connection with Debtor's Water Court Matters.

7. The Debtor has selected the firm of HWC by reason of their expertise and
experience in water rights and water court litigation before the Water Court and history with the
Debtor, and believes that said attorneys are well qualified to continue to represent the Debtor in
the Water Court Matters, and any matters related thereto.

8. On or about July 27, 2012, the Court entered its order [Docket Entry No. 270]
(the "DIP Order") approving the Debtor's non-contested Emergency Motion for Post-Petition
Financing and related items set forth therein [Docket Entry No. 200]. The DIP Order requires an
amount to be funded from the Interim DIP Loan (defined therein) for the payment of fees and
expenses incurred by Debtor's professionals, subject to allowance by this Court, which amount
shall be advanced to the Debtor for payment to Debtor's professionals "and shall be maintained
by such professionals in a client trust account as retainer funds."
1


9. Out of the amount required to be funded from the Interim DIP Loan and advanced
to the Debtor, and consistent with the DIP Order, on or about August 22, 2012, the Debtor
transferred $5,000 as a retainer for HWC (the "Retainer"), subject to the Court's approval of the

1
The Order in relevant part states as follows:

. . . (d) the sum of $50,000, which shall be funded from the Interim DIP Loan for the payment of fees
and expenses incurred by the Debtor's professionals, subject to allowance by this Court and the terms
of this Interim Order . . . which amount shall be advanced to the Debtor for payment to Foley &
Lardner LLP or other Debtor professionals, and shall be maintained by such professionals in a client
trust account as retainer funds . . . .

See Order, at Paragraph 9 (emphasis added).

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4835-6044-5968.2
Application.
2
Pursuant to the DIP Order, HWC will hold the Retainer in HWC's COLTAF Trust
Account at Guaranty Bank and Trust Company. The Retainer shall only be applied to the fees
and expenses of HWC pursuant to the procedures set forth in the Order Permitting Periodic Fee
Applications and Prescribing Procedures [Docket Entry No. 231]. Therefore, HWC will not
draw-down on the Retainer without further order from this Court. Any sums remaining at the
close of the representation will be refunded to the Debtor.

10. Pursuant to 11 U.S.C. 327(e), the Debtor may employ, with this Court's
approval, for a specified special purpose, "an attorney that has represented the debtor, if in the
best interest of the estate, and if such attorney does not represent or hold any interest adverse to
the debtor or to the estate with respect to the matter on which such attorney is to be employed."
The application to employ HWC satisfies both criteria.

11. First, the Debtor believes that the employment of HWC as special counsel to
represent the Debtor in the Water Court Matters would be in the best interest of the Debtor, the
estate and all creditors. If the Debtor was required to retain new counsel, the Debtor would be
required to expend substantial amounts for new counsel to familiarize itself with the relevant
issues and there would be resulting delays. The Debtor believes that HWC is well qualified to
represent the Debtor in the matters in which HWC is to be employed as special counsel and its
familiarity with those matters is of great value to the estate.

12. Second, HWC does not hold or represent any interest adverse to the Debtor or to
the bankruptcy estate with respect to the Water Court Matters.

13. Employment of HWC as special counsel for the Debtor is therefore proper
pursuant to 11 U.S.C. 327(e).

14. As stated in the Affidavit of Harvey W. Curtis (the "Affidavit"), attached hereto
and incorporated herein by reference, to the best of his knowledge, HWC and its employees and
owner do not hold or represent any interest adverse to the Debtor or the estate on the matters for
which HWC is to be employed except as stated therein, and HWC does not have any connection
or conflict of interest with the Debtor, creditors, any other party in interest, their respective
attorneys and accountants, the United States Trustee's Office, or any person employed in the
Office of the United States Trustee except as stated in the Affidavit.

15. HWC has agreed to represent the Debtor in connection with the Water Court
Matters, and the rate for services provided by HWC ranges from $230.00 to $255.00 per hour for
attorneys who work on the Water Court Matters.

16. HWC has not made any agreement or reached any understanding with any other
person for a division of any compensation which may be awarded herein, except as such
compensation will be shared or otherwise distributed among the employees and owners of HWC.

2
Counsel to the OCC received funds from the Interim DIP Loan, and is holding such funds under the same terms and
conditions as HWC.
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4835-6044-5968.2

17. The Debtor requests that the Order approving this application be granted nunc pro
tunc July 2, 2012.

WHEREFORE, the Debtor respectfully requests that this Court enter an Order
authorizing the Debtor to employ the law firm of Harvey W. Curtis & Associates as special
counsel to the Debtors nunc pro tunc July 2, 2012, pursuant to 11 U.S.C. 327(e), to represent the
Debtor in the Water Court Matters and any matters related thereto, and for such other and further
relief as the Court deems appropriate.


Dated: August 22, 2012




Respectfully submitted,

SENDER & WASSERMAN, P.C.

/s/ Harvey Sender
Harvey Sender, #7546
David V. Wadsworth, #32066
1660 Lincoln Street, Suite 2200
Denver, CO 80264
Telephone: 303-296-1999
Facsimile: 303-296-7600
Email: sender@sendwass.com

Counsel for Debtor and Debtor in Possession

-and-

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

Counsel for Debtor and Debtor in Possession

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Case:12-24882-ABC Doc#:383-1 Filed:08/23/12 Entered:08/23/12 13:09:10 Page1 of 3
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO
In re: )
) Case No. 12-24882 ABC
CORDILLERA GOLF CLUB dba The ) Chapter 11
Club at Cordillera )
)
J)ebtor. )
AFFIDAVIT OF HARVEY W. CURTIS
STATE OF COLORAJ)O )
) ss
COUNTY OF J)QUGLAS )
I, Harvey W. Curtis, being first duly sworn upon oath, state and aver as follows:
1. I am an attorney licensed to practice in Colorado and have been licensed since 1977.
2. I maintain an office at 8310 South Valley Highway, Suite 230, Englewood, Colorado
80112; telephone (303) 292-1144. I am the owner of the firm ofHarveyW. Curtis &
Associates ("HWC").
3. Since August 3, 2009, HW C has provided necessary legal representation and services
to the J)ebtor in various legal matters concerning water rights owned by J)ebtor,
including but not limited to filing and prosecuting applications in the Colorado State
Water Court (the "Water Court") for fmdings of diligence on J)ebtor's conditional
water rights (collectively, the "Water Court Matters").
4. My firm and I are experienced in the areas of water rights and water court litigation
and have the necessary qualifications to continue to represent Cordillera Golf Club
dba The Club at Cordillera (the "J)ebtor") in connection Water Court Matters, and
matters related thereto.
5. As part of the Water Court Matters, it was established prior to the Petition J)ate that
an application for a finding of diligence must be filed in the Water Court no later than
August 31, 2012 to preserve the following conditional water rights owned by J)ebtor
and which are intended to be used in connection with one of debtor's golf courses:
GroffJ)itch- Cottonwood Enlargement, Cottonwood Pump and Pipeline, and Golf
Course Ponds 1-5; and, if the application is not filed by August 31, 2012, said
conditional water rights would be cancelled.
Case:12-24882-ABC Doc#:383-1 Filed:08/23/12 Entered:08/23/12 13:09:10 Page2 of 3
6. On or about August 22, 2012, the Debtor transferred $5,000 as a retainer for HWC
(the "Retainer") subject to the Court's approval of the Application. HWC will hold
the Retainer in HWC's COLTAF Trust Account at Guaranty Bank and Trust
Company. The Retainer shall only be applied the fees and expenses of HWC
pursuant to the procedures set forth in the Order Permitting Periodic Fee Applications
and Prescribing Procedures [Docket Entry No. 231]. HWC will not draw-down on
the Retainer without further order from this Court. Any sums remaining at the close
of the representation will be refunded to Debtor.
7. The Debtor owes HWC approximately $8,600.00 for prepetition services.
8. HWC and its employees and owner do not hold or represent any interest adverse to
the Debtor or the estate on the matters for which HWC is to be employed except as
stated herein.
9. Pursuant to Fed.R.Bankr.P. 2014, to the best of my knowledge and belief, HWC does
not have any connection or conflict of interest with the Debtor, creditors, any other
party in interest, their respective attorneys and accountants, the United States
Trustee's Office, or any person employed in the Office of the United States Trustee
except as stated in herein.
10. HWC has represented Cordillera Metropolitan District in legal matters. HWC's prior
work for the Cordillera Metropolitan District is unrelated to the Water Court Matters.
11. HWC has agreed to represent the Debtor in connection with the Water Court Matters,
and the rate for services provided by HWC ranges from $230.00 to $255.00 per hour
for attorneys who work on the Water Court Matters.
12. Neither I nor HWC have made any agreement or reached any understanding with any
other person for a division of any compensation which may be awarded herein,
except as such compensation will be shared or otherwise distributed among the
employees and owner ofHWC.
13. The fees to be charged in this matter for which HWC is being employed and
predicated upon normal charges and costs.
2
Case:12-24882-ABC Doc#:383-1 Filed:08/23/12 Entered:08/23/12 13:09:10 Page3 of 3
FURTHER AFFIANT SAITH NOT.


J
Subscribed and sworn to before me this 111 V day of August, 2012.
WITNESS my hand and official seal. L
\
, Notary Public .
My commission expires: v \ IJ \VV \7
3

SUSAN E. VEIHMAN
NOTA.RY PUBLIC
STA q:; OF COLORADO
-
MY COMM!SSlON EXPIRES 2/10/2013
4835-6044-5968.2
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO

In re: )
) Case No. 12-24882 ABC
CORDILLERA GOLF CLUB dba The ) Chapter 11
Club at Cordillera )
)
Debtor. )


ORDER AUTHORIZING EMPLOYMENT OF HARVEY W. CURTIS & ASSOCIATES
AS SPECIAL COUNSEL FOR THE DEBTOR


THIS MATTER having come before the Court on Cordillera Golf Club's dba The Club at
Cordillera's (the "Debtor") Application to Employ Harvey W. Curtis & Associates as Special
Counsel for the Debtor (the "Application"), the Court having read the Application, examined the
attached Affidavit of Harvey W. Curtis, on behalf of Harvey W. Curtis & Associates, and being
otherwise fully advised in the premises, hereby

FINDS that Harvey W. Curtis & Associates ("HWC") neither holds nor represents an interest
adverse to the Debtor or the estate with respect to matters within the scope of retention, and that
their employment is necessary and in the best interest of the estates. The Court

ORDERS that the Application is GRANTED. The Debtor is authorized to employ the firm
of Harvey W. Curtis & Associates as special counsel to the Debtor nunc pro tunc July 2, 2012,
pursuant to 11 U.S.C. 327(e). The Court

FURTHER ORDERS that HWC will hold the $5,000 retainer in HWC's COLTAF Trust
Account at Guaranty Bank and Trust Company; and that HWC shall comply with the procedures set
forth in the Order Permitting Periodic Fee Applications and Prescribing Procedures [Docket Entry
No. 231]. No fees and expenses shall be paid to HWC except as authorized by separate order of the
Court.

DATED this day of _______________, 2012.

BY THE COURT:


__________________________
U.S. BANKRUPTCY JUDGE

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