10000001719

4823-4565-1217.
1

UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO

In re: )
)
CORDILLERA GOLF CLUB, LLC dba ) Case No. 12-24882 ABC
The Club at Cordillera )
EIN: 27-0331317, ) Chapter 11
)
Debtor. )

NOTICE OF FILING THE AMENDED BID PROCEDURES REGARDING THE JOINT
MOTION OF THE DEBTOR AND OFFICIAL COMMITTEE OF UNSECURED
CREDITORS FOR ORDER: (A) AUTHORIZING AND SCHEDULING THE
SALE OF SUBSTANTIALLY ALL OPERATING ASSETS OF THE ESTATE,
FREE AND CLEAR OF ALL LIENS, CLAIMS, AND ENCUMBRANCES,
(B) APPROVING PROCEDURES FOR THE SUBMISSION OF QUALIFYING
BIDS AND CONDUCTING THE SALE, AND (C) APPROVING THE FORM AND
MANNER OF NOTICE PURSUANT TO FEDERAL RULE OF BANKRUPTCY
PROCEDURE 2002

The Debtor, Cordillera Golf Club, LLC, dba The Club at Cordillera, Debtor in
Possession herein (Debtor), by and through its undersigned counsel, hereby submits its
Notice of Filing the Amended Bid Procedures Regarding the Joint Motion of the Debtor
and Official Committee of Unsecured Creditors (Committee) for Order:
(A) Authorizing and Scheduling the Sale of Substantially All Operating Assets of the
Estate, Free and Clear of All Liens, Claims, and Encumbrances, (B) Approving
Procedures for the Submission of Qualifying Bids and Conducting the Sale, and
(C) Approving the Form and Manner of Notice Pursuant to Federal Rule of Bankruptcy
Procedure 2002 to address issues raised by Member Representatives in their opposition to
the motion (Class Opposition) and issues raised by Cordillera Property Owners
Association, Inc. (CPOA) and the Cordillera Metropolitan District (the District) as
follows:
1. The Debtor filed its Joint Motion of the Debtor and Official Committee of
Unsecured Creditors for Order: (A) Authorizing and Scheduling the Sale of Substantially
All Operating Assets of the Estate, Free and Clear of All Liens, Claims, and
Case:12-24882-ABC Doc#:542 Filed:10/22/12 Entered:10/22/12 11:15:36 Page1 of 4
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4823-4565-1217.1
Encumbrances, (B) Approving Procedures for the Submission of Qualifying Bids and
Conducting the Sale, and (C) Approving the Form and Manner of Notice Pursuant to
Federal Rule of Bankruptcy Procedure 2002 on October 5, 2012 (the Motion) [Docket
No. 521].
2. On October 19, 2012, Cheryl M. Foley, Thomas Wilner, Jane Wilner,
Charles Jackson, Mary Jackson, Kevin B. Allen, as representatives of a certified class in
Case Number 11CV552, pending in the District Court of Eagle County, Colorado
(collectively, the Member Representatives) filed their Partial Objection to Joint Motion
of the Debtor and Official Committee of Unsecured Creditors for Order: (A) Authorizing
and Scheduling the Sale of Substantially All Operating Assets of the Estate, Free and
Clear of All Liens, Claims, and Encumbrances, (B) Approving Procedures for the
Submission of Qualifying Bids and Conducting the Sale, and (C) Approving the Form
and Manner of Notice Pursuant to Federal Rule of Bankruptcy Procedure 2002 (Class
Opposition) [Docket No. 536].
3. Debtor submits the revised bid procedures attached hereto as Exhibit A in
redline which incorporates comments of the CPOA and the District as well as some of the
comments of the Member Representatives (specifically those contained in the Class
Opposition at paragraphs 6, 7, 8). The Debtor and Committee did not adopt the following
suggestions from the Member Representatives for the following reasons:
Paragraph 9: The bid procedures do not allow attendance unless the party
is specifically identified in paragraph VII (1)(B) or if not identified, then actually
qualified as a bidder. The change proposed to allow attendance but not participation
implies that a bidder who was not qualified and not listed in VII(1)(B) could attend--there
is not room at the auction site for this.
Paragraph 10: The amount of cash required by the Wilhelm Claim Holder
is not the full amount of the allowed claim of Alpine Bank. For example, if Alpine Bank
stops credit bidding at $15,000,000 and Wilhelm bids cash up to the next increment up of
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4823-4565-1217.1
$100,0000 and there are no other bids, then the cash payment would be the taxes then due
and secured by liens on the real property and $15,100,000 and no more. Therefore, the
change requested by the Member Representatives is not acceptable because it penalizes
Wilhelm as compared to other bidders by requiring him essentially to overbid himself.
Paragraph 11: Requiring the mediator to substitute the Backup Bidder for
delay in the deposit prevents the mediator from reasonably providing a brief extension to
provide the deposit for unusual circumstances such as a power outage preventing a wire
transfer from going though or other catastrophic event. The mediator should have this
flexibility.
Paragraphs 12-14: The Member Representatives want to change the
procedures to impose restrictions on Wilhelm that were not part of the bargain. This
provision in the bid procedures was highly negotiated with the Debtor, the Committee,
the Mediator and Mr. Wilhelm and the current version is acceptable to these parties and
they believe the bid procedures properly reflect what was negotiated with the Mediator in
the settlement. Thus, the requested change is inconsistent with the understanding of the
Mediator, the Debtor and the Committee.

Dated: October 22, 2012

FOLEY & LARDNER LLP

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

Counsel for Debtor and
Debtor in Possession
-and-
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4823-4565-1217.1
SENDER & WASSERMAN, P.C.

Harvey Sender (CO No. 7546)
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

Case:12-24882-ABC Doc#:542-1 Filed:10/22/12 Entered:10/22/12 11:15:36 Page1 of 26
4823-4565-1217.1
EXHIBIT A
AMENDED BID PROCEDURES
5
BID PROCEDURES
The following bid procedures (the "Bid Procedures") govern the sale ("s.ak") of the
operating assets (collectively, the "Operating Assets") of Cordillera Golf Club, LLC ("Debtor"),
d/b/a The Club at Cordillera (the "Club"), in connection with its pending Chapter 11 bankruptcy
case, Case No. 12-24882-ABC (the "Bankruptcy Case") in the U.S. Bankruptcy Court for the
District of Colorado (the "Bankruptcy Court"). By order of the Bankruptcy Court (the "Bid
Procedures Order"), these Bid Procedures have been approved and are applicable to all Bidders
and Bids, with any proposed sale of the Operating Assets to be subject to the final approval of the
Bankruptcy Court pursuant to section 363 of 11 U.S.C. 101, et seq. (the "Bankruptcy
Code").
I. THE AUCTIONEER AND OVERSIGHT PARTIES
The sales process outlined under these Bid Procedures will be conducted by Deborah
Williamson (including any successor mediator as may be agreed by the parties, the "Mediator"),
utilizing the services of GA Keen Realty Advisors, LLC as provided in these Bid Procedures, in
consultation with the Debtor and the Official Committee of Unsecured Creditors appointed by
the United States Trustee in the Bankruptcy Case (the "Committee" and collectively with the
Debtor, the "Oversight Parties"), and subject to approval by the Bankruptcy Court.
II.OPERATING ASSETS
1. Single Lot. The Operating Assets, as more particularly described below and as defined in
the Asset Purchase Agreement described below, are to be sold in a single aggregate lot at
the Auction provided for under these Bid Procedures ("Auction"), subject to competitive
bidding in accordance with these Bid Procedures and Bankruptcy Court approval.
Notwithstanding the requirement that Bids must be for the entirety of the Debtor's
Operating Assets under these Bid Procedures, nothing in these Bid Procedures is intended
to prevent or impair the ability of current and former members of the Club and other
prospective bidders with an interest in purchasing less than all of the Operating Assets, to
approach, discuss and agree with other parties about submitting a single, joint Bid to
acquire all of the Operating Assets provided that such Bid and the Bidding party I parties
must otherwise collectively qualify under these procedures; and further, such joint Bid
shall be made as one bid, with one AP A and the Debtor and its estate shall not be
required to deal with multiple parties, but rather shall deal only with a designated
representative with respect to such joint Bid; which Bid must also designate the
transferee(s) and specify which asset is to be transferred to the specific transferee to the
extent it is more than one entity; however, all parties participating in the joint Bid must
disclose their identity to the same extent as participants in any single Bid. Nothing herein
shall modify or diminish any of the rights or obligations set forth in or arising pursuant to
section 363(n) of the Bankruptcy Code.
2. The Operating Assets.
A. The Operating Assets include all of the Debtor's right, title and interest in and to
any and all real and personal property owned by the Debtor or used in connection
BID PROCEDURES pAGE 1

with the operation of the Debtor's business, including without limitation, all golf
courses, golf course assets, fixtures, furniture, equipment, inventory, intellectual
property, goodwill, contracts, supplies, licenses, permits, ownership interests in
unincorporated Club restaurants, athletic club, facilities, water rights, and access
to make copies of books and records, in each case to the extent assignable, all as
more particularly described in the Asset Purchase Agreement.
1
Interested parties
are encouraged to consult the Debtor's bankruptcy Schedules, as amended, for a
detailed listing of the Debtor's assets.
B. Notwithstanding the foregoing, expressly excluded from the Operating Assets are:
(i) any and all claims and causes of action arising in favor of the Debtor or the
estate pursuant to any provision of the Bankruptcy Code, including but not limited
to avoidance action rights, offsets, counterclaims, and defenses and affirmative
defenses to claims
2
; (ii) any and all contracts for membership in the Debtor's Club,
membership applications, membership plans, rules, regulations of the Club and all
amendments and modifications thereto (collectively, the "Membership
Documents"), which Membership Documents are being rejected by the estate to
the extent they constitute executory contracts or unexpired leases; (iii) originals of
the Debtor's books and records necessary or appropriate for the continued
administration of the Bankruptcy Case and any matters arising in relation thereto,
including, without limitation, personnel records, consumer records, tax records,
and records relating to claims or litigation proceedings; and (iv) cash, accounts
receivable, deposit accounts, and other cash equivalents.
3. "AS IS, WHERE IS". THE SALE OF THE OPERATING ASSETS WILL BE ON
AN "AS IS, WHERE IS" BASIS AND WITHOUT REPRESENTATIONS OR
WARRANTIES OF ANY KIND, NATURE, OR DESCRIPTION BY THE
DEBTOR, ITS AGENTS, OR ITS ESTATE, INCLUDING WITHOUT
LIMITATION ANY REPRESENTATION OR WARRANTY AS TO
MERCHANT ABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE,
EXCEPT TO THE EXTENT SET FORTH IN THE AP A (AS DEFINED BELOW).
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NONE OF THE MEDIATOR,
THE OVERSIGHT PARTIES, NOR THEIR RESPECTIVE COUNSEL,
PROFESSIONALS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR
AGENTS MAKES ANY REPRESENTATION OR WARRANTY REGARDING
ANY INFORMATION OR REPRESENTATION REGARDING THE DEBTOR,
ITS OPERATIONS, THE CLUB, ASSETS, LIABILITIES, LIENS OR
FINANCIAL CONDITION TO BE PROVIDED TO A POTENTIAL BIDDER IN
CONNECTION WITH THE BID PROCEDURES SET FORTH HEREIN, THE
SALE, THE AUCTION OR THE OPERATING ASSETS. CONSEQUENTLY, NO
REPRESENTATION IS MADE BY THE MEDIATOR, THE OVERSIGHT
PARTIES, OR THEIR RESPECTIVE COUNSEL, PROFESSIONALS,
OFFICERS, EMPLOYEES, REPRESENTATIVES OR AGENTS REGARDING
THE ACCURACY, RELIABILITY, VERACITY, ADEQUACY, OR
1
The APA, as defmed herein, shall contain the defmitive and controlling list of the Operating Assets and the
description of such Operating Assets in these Bid Procedures is intended solely for informational purposes.
2
Certain claims and causes of action are being released by the Debtor and/or its estate pursuant to the 9019 Motion,
as defined in the motion seeking the Bankruptcy Court's approval of these Bid Procedures.
BID PROCEDURES

PAGE 2
COMPLETENESS OF ANY INFORMATION PROVIDED IN CONNECTION
WITH OR RELATED TO THESE BID PROCEDURES, THE AUCTION OR THE
SALE AND ALL INTERESTED PARTIES ARE ENCOURAGED TO CONSULT
WITH THEIR OWN ADVISORS REGARDING ANY SUCH INFORMATION.
4. The Sale must be entirely for cash consideration, except as expressly provided otherwise
herein.
5. Sale Free and Clear. All of the Debtor's right, title, and interest in and to the Operating
Assets will be sold free and clear of all liens, security interests, encumbrances, claims,
charges, options, and interests thereon or therein (collectively, the "Liens"), with the
exception of:
A. statutory liens arising in favor of taxing authorities to secure the payment of-
allovt'ed real and business personal property taxes; and
B. any and all recorded covenants, declarations, Public Utility Districts, easements,
and other similar recorded documents to which the liens securing the allowed
secured claims of the Senior Lien Claim Holders as defined in Section VII below
are subject.
The Liens will attach to any net cash proceeds from the sale of the Operating Assets, in
the order of their priority, with the same validity, force, and effect which they now have
against the Operating Assets, except as to any such lien which the AP A provides is a lien
which shall remain as a lien on a particular asset and that such particular asset shall be
transferred subject to such lien.
6. AP A. Except as otherwise set forth herein, any Sale will be made only under the same or
substantially identical terms and conditions as set forth in the form of Asset Purchase
Agreement approved by the Court as part of the Bid Procedures Order ("APA"). The
APA may be obtained by any Interested Bidder (as defined below) in accordance with the
instructions set out below.
7. Executory Contracts and Unexpired Leases.
A. The AP A approved by the Bankruptcy Court shall set forth each executory
contract and unexpired lease to be assumed and assigned to the purchaser pursuant
thereto, and the Debtor's estimate of any cure payment amount required for same.
B. Further, by no later than November 1, 2012, the Debtor shall file and serve on all
known counterparties and required notice parties a Schedule of Executory
Contracts and Unexpired Leases ("365 Schedule") that may be assumed and
assigned to the purchaser of the Operating Assets, including the proposed cure
amount required pursuant to section 365 of the Bankruptcy Code for their
assumption and assignment, if any. The Bankruptcy Court's order approving these
Bid Procedures shall set firth the applicable procedure for the resolution of any
disputes regarding the assumption and/or assignment of any executory contracts or
unexpired leases, including but not limited to the amount of any cure payment
required for same.

III.POTENTIAL BIDDERS
1. Expression of Interest. An interested bidder "Potential Bidder" is any person or entity
who contacts Harold Bordwin of GA Keen Realty Advisors, LLC ("Keen Realty") or the
Mediator and completes the bidder information sheet, in the form of Exhibit B attached
hereto (the "Bidder Information Sheet"), containing such information as to allow Keen
Realty or the Mediator to adequately identify the person or entity interested in bidding on
the Operating Assets and, if the party is an entity, such information as to allow Keen
Realty or the Mediator to identify the officer or authorized agent who will appear on
behalf of the party.
2. Delivery of Bidder Information Sheets. Bidder Information Sheets shall be delivered to
Deborah D. Williamson, COX SMITH, 112 E. Pecan Street, Suite 1800, San Antonio,
Texas 78205, Facsimile: (210) 226-8395, dwilliarnson@coxsmith.com, and to Harold
Bordwin, GA Keen Realty Advisors, LLC, 130 W. 42 St., Ste. 1001, New York, NY
10036, hbordwin@greatarnerican.com.
IV.DUE DILIGENCE
1. Due Diligence Access. Provided a Potential Bidder has executed and returned a
completed Bidder Information Sheet, such Potential Bidder will, prior to the Bid Deadline
(as defined below), be provided a password to an on-line electronic data site. To gain
access to the data, the Potential Bidder shall be required to accept the disclaimer and
terms of the granted access to an on-line electronic data site ("Due Diligence Access"),
including its agreement to a confidentiality agreement (the "Confidentiality Agreement"),
the terms of which shall be substantially consistent with those contained in Exhibit A
attached hereto. Requests for information regarding the Operating Assets not contained
in the data site shall be directed to Keen Realty via e-mail as follows:
hbordwin@greatarnerican.com and sferrone@greatamerican.com.
Once a Potential Bidder has been provided with Due Diligence Access, the Debtor's
professionals will attempt to coordinate and comply with all reasonable requests for
information regarding the Operating Assets that has not been provided through the Due
Diligence Access.
2. Exclusion of Potential Bidders. Notwithstanding anything to the contrary contained in
these Bid Procedures, Keen Realty may deny Due Diligence Access to any Potential
Bidder, after consulting with the Mediator and the Oversight Parties, if Keen Realty
reasonably believes the Potential Bidder has no bona fide intention to submit a
competitive bid for the Operating Assets or that the Potential Bidder seeks Due Diligence
Access for an improper purpose, including, without limitation, wasting resources of the
Debtor's estate, harassing the Debtor, competing with the Debtor's business, depressing
the value of the Debtor's assets or those of its estate, or otherwise disrupting the sales
process. Notwithstanding the foregoing, the Mediator shall have the ultimate authority to
override Keen's determination to exclude a bidder from Due Diligence Access if she
disagrees with such determination.
BID PROCEDURES

PAGE 4
V.QUALIFIED BIDS
1. Bid Packages. In order for a Potential Bidder's initial bid to purchase the Operating
Assets (each a "Bid") to qualify for consideration (upon such qualification the Potential
Bidder making such Qualified Bid (as defined herein) shall become a "Bidder"), such Bid
must consist of the following information and items and be delivered to the Mediator
(collectively, the "Bid Package") as follows: Deborah D. Williamson, COX SMITH, 112
E. Pecan Street, Suite 1800, San Antonio, Texas 78205, Facsimile: (210) 226-8395,
dwilliamson@coxsmith.com, so that it is actually received by the Mediator by no later
than the Bid Deadline (as defined below), with a copy to Harold Bordwin, GA Keen
Realty Advisors, LLC, 130 W. 42 St., Ste. 1001, New York, NY 10036,
hbordwin@greatamerican.com:
A. Executed Copy of AP A. A written offer in the form of the AP A executed by the
Bidder or its duly-authorized representative (if an entity), to acquire the Operating
Assets for an exact amount of consideration, in U.S. Dollars, which must:
1. Provide such consideration payable by wire transfer at closing;
11. be unconditional, save and except for Bankruptcy Court approval, and
without limiting the generality of the foregoing, must not be conditioned
upon acceptance of one or more other bids, financing or additional due
diligence;
iii. Be for the entirety of the Operating Assets as described in the AP A.
B. The Bidder's written, binding commitment that:
BID PROCEDURES

1.
11.
iii.
lV.
The Bid is irrevocable until the earlier to occur of the closing of the Sale
or January 15, 2013;
The Bidder agrees to keep its Bid confidential except to the extent that
disclosure is expressly contemplated or provided in these Bid Procedures;
If the Bidder is selected as the Successful Bidder, such Bidder is ready,
willing and able to close on the purchase of the Operating Assets with no
contingencies whatsoever, other than Bankruptcy Court approval of the
transaction, which Closing shall, subject to such approval, be no later than
4:00p.m. prevailing Mountain time, on December 28, 2012; and
If the Bidder is selected as the Backup Bidder, then should the Sale to the
Successful Bidder fail to close for any reason and the Mediator notifies the
Backup Bidder on or prior to 5:00 p.m. prevailing Mountain Time, on
December 28, 2012, that the Mediator has elected (upon consultation with
the Oversight Parties) to sell the Operating Assets to the Backup Bidder
then the Backup Bidder is ready, willing and able to close on the purchase
of the Operating Assets with no contingencies whatsoever other than
PAGE 5
Bankruptcy Court approval of the transaction, within two (2) Business
Days of receipt of written notice from the Mediator of such election.
C. Evidence that the Bidder has or will obtain the requisite internal authorizations
and approvals necessary to consummate the proposed transaction without the
necessity of obtaining the consent of any other person or entity;
D. A written statement identifying all of the Bidder's (including its officers, directors,
shareholders, general partners, limited partners, managing members, managers,
and/or members, as applicable) connections (if any) with the Debtor, the Debtor's
creditors, any other party in interest in the Bankruptcy Case, their respective
attorneys, accountants and advisors;
E. A written statement setting forth any post-closing relationship or connection the
Bidder contemplates having with the Debtor (including any officer, director,
shareholder, managing member, insider or affiliate of the Debtor), including a
description of the Bidder's plans (if any) to employ or otherwise retain any of the
Debtor's employees if its successfully acquires the Operating Assets;
F. A cashier's check made payable to the Stewart Title, as escrow agent for the
Debtor's estate for purposes of these Bid Procedures, or a wire transfer, in an
amount of $500,000 ("Deposit"). Wire instructions shall be provided upon
request. Among other things, Bankruptcy Court's Order approving these Bid
Procedures shall expressly provide for the Bidder's forfeiture of the Deposit if:
BID PROCEDURES

1. the Bidder is determined to be a Qualified Bidder (as defined below) and
withdraws its Bid or withdraws any subsequent Increased Bid (as defined
below) before the announcement of the Successful Bidder and Backup
Bidder;
11. the Bidder is determined to be the Successful Bidder and attempts to
modify or withdraw its Bid or any subsequent Increased Bid without
closing the Sale transaction pursuant to such Bid or obtaining the
Mediator's consent or order of the Bankruptcy Court; or
111. the Bidder is determined to be the Backup Bidder and attempts to modify
or withdraw its designated Backup Bid prior to closing on the Sale, unless
the Sale shall have closed with the Successful Bidder.
The Deposit shall be returned to the Bidder if (i) the Bidder is determined not to
be a Qualified Bidder, (ii) the Bidder is determined not to be the Successful
Bidder or Backup Bidder, or (iii) the Bidder is determined to be the Backup
Bidder and the Sale is closed with the Successful Bidder. Deposits shall be
returned, interest free, within five (5) business days following the Auction,
provided however that, in the case of the Back Up Bidder, its Deposit shall be
returned, interest free, within five (5) business days of the Closing of the Sale to
the Successful Bidder. The Deposit shall be applied to the purchase price upon
closing; and
PAGE 6
G. An executed, definitive asset purchase agreement, containing the same or
substantially identical terms and conditions as, the AP A, together with a
"redlined" or otherwise marked copy reflecting any revisions, changes and
differences made to conform the AP A to the Bidder's AP A, provided that such
AP A shall not be effective until the Mediator declares such Bidder to be the
Successful Bidder or Backup Bidder (and as such APA may be required to be
conformed to the Successful or Backup Bid) as provided in sections VILE and G
of these Bid Procedures.
2. Form of AP A Required. In addition to the foregoing requirements, the Bid and Bidder's
AP A shall not contain terms that are materially more burdensome or conditional than the
terms of the AP A, shall not be conditioned on the Bidder obtaining fmancing or
additional due diligence, and shall not entitle the Bidder to any break-up fee, termination
fee, expense reimbursement, or similar type of payment.
3. Satisfactory Financial Disclosures to Mediator. The Bidder must further deliver to the
Mediator with its Bid Package, but not to GA Keen Realty Advisors, LLC, information
demonstrating an ability to close and consummate the transaction proposed under the Bid
and to perform all obligations associated therewith, which, notwithstanding the foregoing,
may be evidenced by:
A. recent financial statements of the Bidder (or if the Bidder is an entity recently
formed for the purpose of acquiring the Operating Assets, current financial
statements of one or more direct or indirect equity holder(s) of the Bidder), current
audited financial statements, a non-contingent financing commitment from an
accredited financial institution, copies of current statements or correspondence
from a bank or other accredited financial institution evidencing that the Bidder has
sufficient liquid assets available to consummate the sale through its specific Bid
and provide "adequate assurance of future performance," within the meaning of
section 365(f)(2)(B) of the Bankruptcy Code, in relation to any executory
contracts and unexpired leases to be assumed and assigned to such Bidder under
the proposed transaction; and
B. such other or alternative financial disclosure acceptable to the Mediator (including
evidence that the Bidder has adequate resources to close the transaction) which
demonstrates the financial capability of the Bidder to both consummate the Sale
through its specific Bid and provide "adequate assurance of future performance,"
within the meaning of section 365(f)(2)(B) of the Bankruptcy Code, in relation to
any executory contracts and unexpired leases to be assumed and assigned to such
Bidder under the proposed transaction.
C. Without limiting the foregoing, evidence of financial capability means the
provision of documentation establishing the unconditional availability of funds or
unconditional loan commitments to the Bidder sufficient to pay the Bid
consideration in cash.
4. Qualification of Bids and Bidders. Only those Bidders who submit a Bid Package in
compliance with all of the foregoing requirements on or before the Bid Deadline (as
defined below) shall be entitled to have their respective Bids (a "Qualified Bid")
BID PROCEDURES

PAGE 7
considered by the Mediator (such a Bidder referred to herein as a "Qualified Bidder").
Each Qualified Bidder shall be notified of such designation by the Mediator.
A. Any Bidder who submits a proposed Bid shall be deemed to have acknowledged
that it has had the opportunity to conduct any and all due diligence prior to
making the Bid, that it has relied only on its own independent review, advice of its
counsel and advisors, and that it has not relied on any statements, representations
or promises by the Debtor, the Mediator, the Committee, Keen Realty, any of their
respective advisors or professionals, or any other party regarding the Operating
Assets, or these Bid Procedures.
B. A Bidder who timely submits a written Bid but fails to satisfy all of the above
requirements shall be promptly notified by the Mediator and given an opportunity
to promptly cure such defects to the satisfaction of the Mediator, in her reasonable
discretion. Only Qualified Bidders shall be allowed to participate at the Auction
(as defined below).
VI.BID DEADLINE AND DISTRIBUTION OF QUALIFIED BIDS
1. Bid Deadline. All Bids must be submitted to the Mediator (with a copy to GA Keen
Realty Advisors, LLC) by no later than 12:00 noon, prevailing Mountain Time, on
December 3, 2012 (the "Bid Deadline"). Thereafter, the Mediator, in consultation with
the Oversight Parties, will determine which of the Bids are Qualified Bids submitted by
Qualified Bidders. A Bid will not be considered by Mediator, and will not qualify as a
Qualified Bid, unless the Bid Package is actually received by the Mediator, either hard
copy or electronically, including evidence of the completion of the wire transfer or
delivery of the cashier's check for the Deposit on or prior to the Bid Deadline.
2. Transmission of Bids to Counsel for the Debtor and the Committee. The Mediator shall
transmit a summary of all Qualified Bids received by the Bid Deadline (excluding the
identity of the Bidder), via e-mail, to respective counsel for the Debtor, Alpine Bank,
Wilhelm, the Committee and to all Qualified Bidders by 12:00 p.m., prevailing Mountain
Time, on December 4, 2012. The Mediator shall transmit a summary ofthe Bids received
by the Bid Deadline that were determined by the Mediator to not be Qualified Bids
(excluding the identity of the Bidder) to respective counsel for the Debtor and the
Committee. The Debtor and the Committee may challenge the Mediator's decision not to
qualify a Bid by providing notice to the Mediator at dwilliamson@coxsmith.com no later
than December 7, 2012.
VII. THE AUCTION
1. Time and Place of Auction. The Mediator shall conduct the Auction only if more than
one Qualified Bid (which may include an election to credit bid from the holder
allowed secured claim ofAlpine Bank (the "Alpine Bank;- Claim Holder"). the holder of
the allowed secured claim hel<;Lby David Wilhelm (the "Wilhelm Claim Holder") or the
holders of their respective claims (s;ollectiyely. the "Senior Lien Claim Holders") as
provided herein) for the Operating Assets is received by the Mediator by the Bid Deadline
BID PROCEDURES

PAGE 8
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or the Election Deadline, applicable. If only one Qualified Bid is made, such Bid shall be
submitted to the Bankruptcy Court for approval at the Sale Hearing without the need for
an Auction.
A. If an Auction is held, the Auction will be conducted on December 10, 2012, at
10:00 a.m., prevailing Mountain Time, at the offices of the Debtor's counsel,
Sender & Wasserman, P.C., 1660 Lincoln Street, Suite 2200, Denver, Colorado
80264.
B. Only three (3) representatives of each of any Qualified Bidders, the Mediator,
Debtor, Committee, Class Representatives, Alpine Bank, Wilhelm, the Debtor's
Chief Restructuring Officer, Keen Realty, Cordillera Property Owners
Association, Cordillera Valley Club Property Owners Association, United States
Trustee, Cordi11era Metropolitan District. and Cordillera Transition Corporation,
as well as their respective counsel, may attend the Auction.
2. Auction Procedures. The Mediator, in consultation with the Oversight Parties, will
conduct the Auction in the manner that she determines is likely to result in the highest,
best, or otherwise financially superior offer(s) for the Operating Assets. In conducting the
Auction, the following procedures (collectively, the "Auction Procedures") shall apply:
A. At the outset of the Auction, the Mediator shall declare the Bid determined by the
Mediator (upon consultation with the Oversight Parties) to be the highest and best
Bid received, which bid shall be the "Opening Bid." Qualified Bidders will be
permitted to increase their Bids at the Auction (each such increased Bid, an
"Increased Bid"), provided however that:
1. The minimum amount of increased consideration required for a successive
Increased Bid (the "Minimum Bid Increment") will be $100,000.00;
n. Qualified Bidders are free to submit an Increased Bid in an amount in
excess of the Minimum Bid Increment.
iii. Qualified Bidders may submit Increased Bids at the Auction by submitting
the Increased Bid amount to the Mediator verbally at the Auction.
B. Prior to the Auction, the Mediator shall provide all Qualified Bidders with the
amount of the Bids of Opening Bid, and the need to qualify for at least that
amount in order to participate in the Auction. Qualified Bidders must qualify up
to the amount of the Opening Bid in order to attend the Auction. Qualified
Bidders who submit an Increased Bid above the level to which they have
demonstrated financial capability to consummate a transaction to the satisfaction
of the Mediator may be required to provide proof of their ability to consummate
the Increased Bid prior to the Mediator's acceptance of such an Increased Bid. All
Bidders are encouraged to pre-qualify to the amount for which they may wish to
bid or to bring proof of financial capability at such higher level with them to the
Auction.

26
C. The Auction shall commence with the Opening Bid. The Mediator, in her
discretion, may reasonably determine to limit Bidders time to submit a next Bid.
All incremental Increased Bids at Auction shall be made and received in one
room, on an open basis, and all Qualified Bidders shall be entitled to be present
for all bidding with the understanding that the amount of each Increased Bid will
be fully disclosed to all other Qualified Bidders throughout the entire Auction.
D. The Qualified Bidder with the highest and best final Bid for the Operating Assets
at the close of the Auction (the "Successful Bid"), as determined by the Mediator
in consultation with the Oversight Parties, shall be the "Successful Bidder." The
Mediator's determination of what constitutes the Opening Bid, first and second
"highest and best" Bids will be based upon the exercise of Mediator's discretion
and may take into consideration price, modifications to the AP A, closing risk, risk
of delay, financial condition, and such other factors as Mediator may deem
relevant. The Qualified Bidder having the next highest Bid below the Bid of the
Successful Bidder (the "Backup Bid"), as determined by the Mediator m
consultation with the Oversight Parties, shall be the "Backup Bidder."
1. The Successful Bid shall remain open, irrevocable and binding on the
Successful Bidder until the closing of the Sale, and shall be deemed
withdrawn only in the event it is not approved by the Bankruptcy Court.
11. The Backup Bid shall remain open, irrevocable and binding on the Backup
Bidder until the earlier of (i) the closing of the Sale to the Successful
Bidder or (ii) 5:00p.m. prevailing Mountain time, on January 15, 2013.
iii. No Successful Bid or Backup Bid is binding on the Debtor or its estate
until the Bankruptcy Court enters an Order approving the Sale of the
Operating Assets to the Successful Bidder I Backup Bidder.
1v. Bids attempted to be made after the Auction is closed are automatically
disqualified.
E. At the conclusion of the Auction, the Mediator shall declare the identity of the
Successful Bidder and the Backup Bidder to all parties present at the Auction.
F. The Mediator, in consultation with the Oversight Parties, may adopt such other
Auction Procedures that, in the Mediator's reasonable judgment, will best promote
the goal of a fair and competitive bidding process consistent with these Bid
Procedures and any applicable Bankruptcy Court orders.
G. At the conclusion of the Auction:
BID PROCEDURES

1.
11.
The Successful Bidder and the Backup Bidder shall modify and execute
the AP A to be consistent with the results of the Auction prior to leaving
the Auction;
The Successful Bidder shall supplement its Deposit within two business
days by cashier's check made payable to the escrow agent for the Debtor's
PAGE 10
26
estate, or by wire transfer, so that the amount of Deposit equals $1 million.
Failure to do so may result in the Backup Bidder being declared the
Successful Bidder, which declaration shall obligate the newly declared
Successful Bidder to also comply with this section.
VIII.SENIOR LENDERS
1. Notwithstanding any other provision hereof, the holder of the allowed secured claim of
/\lpine Bank (the "Alpine Bank Claim Holderg, if it elects to credit bid under Section
363(k) of the Bankruptcy Code as hereinafter provided, shall be deemed without more a
Qualified Bidder and entitled to bid at the Auction, and any such credit bid shall be
deemed a Qualified Bid.
2. Notwithstandi1_1g any other provision hereof, the holder of the allowed secured claim held
by \Vilhelm (the "Wilhelm Claim Holder.S, unless it does not intend to Bid, must submit
to the Mediator by no later than the Bid Deadline, a Bidder Information Sheet and
satisfactory financial information demonstrating an ability to close and consummate a
transaction in an amount not less than (i) the amount of taxes then due and secured by
liens on the Debtor's real and personal property, and (ii) the amount of the allowed
obligations of the Debtor to Alpine Bank, as set forth in section V.3. Notwithstanding
any other provision hereof, the Wilhelm Claim Holder must submit a completed Bid
Package on or before 5:00p.m. prevailing Mountain time, on December 6, 2012.
3. Notwithstanding any other provision hereof, the Alpine Bank Claim Holder and the
Wilhelm Claim Holder, shall each have the right, pursuant to section 363(k) of the
Bankruptcy Code, to credit bid the allowed amount of their secured claim as a component
of any Bid for the Operating Assets - including, in the case of the Alpine Bank Claim
Holder, any outstanding post-petition credit extended to the Debtor by Alpine Bank with
Bankruptcy Court approval, provided however that, any Bid by the Wilhelm Claim
Holder must include cash up to and including amounts for the payment of (i) the amount
of taxes then due and secured by liens on the Debtor's real and personal property; (ii) up
to the amount of the allowed obligations of the Debtor to Alpine Bank; and (iii) the
amount by which such Bid exceeds the amount of the foregoing tax liens and allowed
secured claims of Alpine Bank and Wilhelm. The Wilhelm Claim Holder shall execute
and deliver an AP A to the Mediator as a condition of his initial bid at the Auction.
4. The Alpine Bank Claim Holder and the Wilhelm Claim Holder must provide written
notice to the Mediator, with a copy to Keen Realty and the Oversight Parties, of their
intent to credit Bid no later than 5:00 p.m. prevailing Mountain Time on December 6,
2012 ("Election Deadline"). Additionally, to the extent that any Bid by the Wilhelm
Claim Holder must include a cash component in addition to the amount of its allowed
credit Bid, if the Wilhelm Claim Holder intends to submit a Bid it must pre-qualify in the
amount of such cash component.
5. If Alpine credit Bids at the Auction, it shall no later than the time of its Bid specifically
designate which of the Operating Assets listed in the AP A to which such credit Bid
applies. Notwithstanding section VII.G, the Alpine Claim Holder need not provide or
increase any deposit if it is the Successful Bidder, and ifthe holder of the Wilhelm Claim
BID PROCEDURES

PAGE 11
26
is the Successful Bidder, section VII.G and the percentage set forth therein shall apply
only to the extent of the cash components of such Successful Bid.
IX.SALE HEARING
1. Notice and Approval of the Successful Bid. Following the Bid Deadline and/or the
Auction, if conducted, the Debtor shall file in the Bankruptcy Case and serve upon all
required notice parties notice of the Successful Bid amount, the Successful Bidder, the
Backup Bid amount and the Backup Bidder (if any), subject to Bankruptcy Court
approval, by no later than 5:00p.m., prevailing Mountain Time, on December 12, 2012.
2. Sale Hearing and Approval. The Debtor and Committee have filed a motion for approval
of the Sale of the Operating Assets, subject to the completion of the Sale process set out
in these Bid Procedures (the "Sale Motion").
A final, evidentiary hearing to confirm the results of the Sale, to confirm the
results of the Auction, and to consider all of the other relief requested in the Sale
Motion shall be held before the Bankruptcy Court on
B. Following approval of the Successful Bid at the Sale Hearing, then the Debtor
may close on the Successful Bid or Backup Bid.
C. An appeal of the Order approving the Sale of the Operating Assets entered in
the form approved by the Successful/ Backup Bidder (as applicable) shall
not, absent a stay pending appeal or injunction enjoining the closing of such
Sale, relieve any party of the obligation to close the Sale.
X.MISCELLANEOUS
A party's participation in the Sale process outlined herein shall constitute: (i) consent by
such party to be subject to the jurisdiction of the Bankruptcy Court, for all purposes, in
connection with any and all matters relating to the Sale of the Operating Assets and these Bid
Procedures; and (ii) the party's acknowledgment of its review, understanding and acceptance of
all of the Bid Procedures outlined herein.
BID PROCEDURES

PAGE 12
26

EXHIBIT A
[CONFIDENTIALITY AGREEMENT]
26
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the "Agreement") is hereby entered into for the benefit
of Cordillera Golf Club, LLC, dba The Club at Cordillera (the "Debtor"), a Delaware limited
liability company and Debtor in bankruptcy under Case Number 12-24882-ABC (Bankr. D.
Colo.) (the "Bankruptcy Case"), by , a corporation
("Recipient") (Debtor and Recipient herein collectively referred to as the "Parties"), to evidence
the Parties' agreement, effective as of , 2012, with respect to Debtor's
disclosure of certain Confidential Information (as defmed herein below) to Recipient in
connection with Recipient's evaluation of the possibility of a business transaction between the
Parties pursuant to which Recipient would acquire certain ofDebtor's assets (a "Transaction").
RESTRICTIONS AND OBLIGATIONS
1. Recipient recognizes and acknowledges that, during the course of Recipient's evaluation
of a Transaction, Recipient will receive Confidential Information from Debtor, and that
such information is proprietary to and the property of Debtor. Recipient agrees to take all
reasonable precautions against disclosure of the Confidential Information to third persons,
except as expressly authorized herein. Without limiting the foregoing, Recipient shall
take at least those measures that it takes to protect its own most highly confidential
information.
2. Recipient may disclose the Confidential Information to any co-bidders in any
circumstance where Recipient has joined with others to submit a joint bid, its officers,
directors, agents, employees, prospective financing sources, and representatives,
including financial and legal advisors, on a need-to-know basis solely in connection with
evaluating the Transaction (collectively, "Representatives"). Representatives shall be
informed by Recipient of the confidential nature of the Confidential Information and shall
be directed by Recipient to treat the Confidential Information confidentially. Recipient
agrees to be responsible for the actions of its Representatives and for any breach of the
terms of this Agreement by such a Representative. Recipient agrees not to disclose or use
any Confidential Information, except as required in connection with Recipient's
evaluation of a Transaction with Debtor or as required by law, provided that if such
disclosure is required by law, Recipient shall give Debtor prompt written notice of such
requirement prior to such disclosure and assist Debtor in protecting the Confidential
Information from public disclosure.
3. Upon Debtor's written request or, if earlier, upon Recipient's and/or Debtor's
determination not to proceed with a Transaction, Recipient shall return to Debtor or
destroy all materials in the possession, or under the control, of Recipient that contain
Confidential Information, including any reports, analyses, memoranda and other materials
that were prepared by Recipient, or any of its Representatives, and that include or were
based on Confidential Information. If Recipient elects to destroy such information, it
shall promptly certify in writing to Debtor that Recipient has destroyed all such
information in accordance with this Agreement.

Page I
26
DEFINITION OF CONFIDENTIAL INFORMATION
1. "Confidential Information" means information, knowledge or data that is nonpublic,
confidential or proprietary in nature that is disclosed to or made known to Recipient by
Debtor in connection with, as a consequence of, or by virtue of Recipient's evaluation of a
Transaction with Debtor, including, without limitation, Debtor's business operations,
financial statements, services, products, formulas, pricing strategies, computer programs
and systems, trade secrets, inventions, processes, research and development, work
performed or to be performed for customers or prospects, membership lists, customer
records, current or prospective customers, prospects, lists of employees and salary
information, marketing plans and strategies, forecasts, budgets, compilations, data,
studies and other similar material. Such information shall be deemed Confidential
Information regardless of whether disclosed orally, in writing or in any other form or
medium (including without limitation electronic or computer-based data) and includes
without limitation information obtained by meeting with representatives of Debtor and all
notes, analyses, compilations, forecasts, reports, studies or other materials (in whatever
form, whether documentary, computer storage or otherwise) prepared by Recipient or its
Representatives that contain or otherwise reflect such information.
2. Recipient acknowledges that Debtor has spent significant time, effort, and money to
develop the Confidential Information, which Debtor considers vital to its business and
goodwill. Recipient also acknowledges that the Confidential Information has been or will
be communicated to or acquired by Recipient in the course of evaluation of a Transaction
with Debtor, and Debtor desires to proceed with the possibility of a Transaction with
Recipient only if, in doing so, it can protect its Confidential Information and goodwill.
3. Exclusions from Confidential Information. The Parties agree that Confidential
Information shall not include any information to the extent that the information: (i) is or
becomes generally available to the public other than as a result of a breach of this
Agreement by Recipient or its Representatives, (ii) is or becomes available to Recipient
on a non-confidential basis from a source which is entitled to disclose it to Recipient, (iii)
is in Recipient's rightful possession prior to receipt from Debtor and was not subject to
any obligation of confidentiality, or (iv) is or was independently developed by Recipient
without using the Confidential Information received from Debtor.
4. Injunctive Relief; Enforcement. It is hereby understood and agreed that damages shall
be an inadequate remedy in the event of a breach by Recipient of any of the foregoing
covenants and that any such breach by Recipient will cause Debtor great and irreparable
injury and damage. Accordingly, Recipient agrees that Debtor shall be entitled, without
waiving any additional rights or remedies otherwise available to Debtor at law or in
equity or by statute, to injunctive and other equitable relief in the event of a breach or
intended or threatened breach by Recipient of any of said covenants. In the event of
litigation relating to this Agreement, the non-prevailing Party shall reimburse the
prevailing party for its costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) incurred in connection with such litigation.

Page 2
26
5. NO WARRANTY. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS."
DEBTOR MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE,
REGARDING ITS ACCURACY OR COMPLETENESS.
6. No License. All Confidential Information of Debtor and copies thereof are, and will
remain, exclusively owned by Debtor. All items and information prepared by Recipient
incorporating or derived from any part of the Confidential Information of Debtor will also
be considered Confidential Information of Debtor and owned exclusively by Debtor.
Nothing in this Agreement is intended to grant any rights to Recipient under any patent,
mask work right or copyright of Debtor, nor shall this Agreement grant to Recipient any
rights in or to the Confidential Information of Debtor except as expressly set forth herein.
MISCELLANEOUS
1. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Colorado.
2. Severability. In case any one or more of the provisions contained herein shall, for any
reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be construed as if such provision(s) had never been contained
herein, provided that such provision( s) shall be curtailed, limited or eliminated only to the
extent necessary to remove the invalidity, illegality or unenforceability.
3. Waiver. No waiver by Debtor of any breach by Recipient of any of the provisions of this
Agreement shall be deemed a waiver of any preceding or succeeding breach of the same
or any other provisions hereof. No such waiver shall be effective unless in writing and
then only to the extent expressly set forth in writing.
4. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with
respect to the subject matter contained herein, provided that nothing herein shall act to
affect, modify or amend any other confidentiality or nondisclosure agreement entered into
by the Debtor and any other person or entity. Neither this Agreement nor the disclosure
or receipt of the Confidential Information or any other activity contemplated hereunder
shall constitute, or imply, any promise or intention by either Party to enter into any type
of business transaction or relationship with the other party. This Agreement may be
amended only by a subsequent written agreement executed by both Parties.
5. No Assignment. This Agreement is non-assignable, and none of the rights conferred
hereby may be assigned or transferred by Recipient to any third party.
6. Warranty of Authority. Each of the signatories hereto hereby warrants that he/she is fully
authorized to execute this Agreement on behalf of the Party for whom he/she is signing.
7. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement, and all of which, when
taken together, shall be deemed to constitute one and the same agreement. The exchange
of copies of this Agreement and of signature pages by facsimile transmission or other

Page 3
26
electronic means shall constitute effective execution and delivery of this Agreement as to
the Parties and may be used in lieu of the original Agreement for all purposes. Signatures
of the parties transmitted by facsimile or other electronic means shall be deemed to be
their original signatures for any purpose whatsoever. Notwithstanding the foregoing, this
Agreement is entered into for the benefit of the Debtor and its estate in the Bankruptcy
Case, and accordingly, is binding upon execution of the Recipient irrespective of
execution by the Debtor.

Page 4
26
IN WITNESS WHEREOF, the undersigned representatives ofthe Parties have executed
this Agreement effective as of the date first written above.
DEBTOR:
The Cordillera Golf Club, LLC, dba The
Club at Cordillera
By: _____________ _
Name:
Title:
RECIPIENT:
By: ____________ _
Name:
Title:

Address for Notices to Debtor:
Fax:
----------------
Address for Notices to Recipient:
Fax:
----------------
Page 5
26
Disclaimer & Conditions of Use
This Memorandum is being provided to You in connection Your interest in a Transaction. The purpose of
this Memorandum is to furnish You with certain information regarding a prospective Transaction and
certain of the risks attendant thereto. All of the information contained in this Memorandum is based on
the current, good faith understanding ofthe Company and its advisors.
This Memorandum contains proprietary non-public information regarding the operations, business,
expectations, plans and prospects of the Company.
The Evaluation Material has been prepared by Company for the purpose of providing You with general
information to assist You in making Your own evaluation of the Company and its assets and does not
purport to contain all of the information that You may desire. No representation or warranty, express or
implied, is made by the Company and/or its Advisors as to the accuracy or completeness of the
Evaluation Material.
In all cases, You should conduct Your own investigation and analysis of the Company, its assets, and of
the Evaluation Material. The Evaluation Material should not be relied upon as a promise or
representation by the Company and/or Advisory as to the past or the future performance of the
Company or the value of Company's business or assets. The contents of this Memorandum have not
been audited and have not been independently verified by Advisor.
The Company and/or Advisor: (A) expressly disclaim any and all liability relating to the use of the
Evaluation Material; (B) undertake no obligation to update the Evaluation Materials and any estimates,
projections and forward-looking statements, if any, contained therein; and (C) do not undertake any
obligation to provide You with access to any additional information.
The.delivery ofthis Memorandumshall not create an implication that there have been no changes in the
affairs of the Company since the date hereof or that the information herein is correct as of any time
subsequent to the date of this Memorandum. This Memorandum supersedes and replaces any and all
previous information delivered or made available to You by or on behalf of the Company.
All Evaluation Material should be read in conjunction with and is subject to this Disclaimer & Conditions
of Use statement, as well as the Forward Looking Statements/Important Factors and Associated Risks
provisions set forth below. Only those representations and warranties to the extent made in a
definitive, written agreement executed by the Company, subject to such limitations and restrictions as
may be specified therein, shall have any binding or legal effect.
Your participation in this process does not assure any transaction with the Company. The Company may
enter into a definitive agreement with another party with Bankruptcy Court approval.
By accepting this Memorandum, You confirm that You are bound by all of the provisions of Your
Confidentiality and Non-Disclosure Agreement with the Company.
Advisor is acting as the Company's intermediary in connection with the proposed Transaction.
Only Advisor is: (a) authorized to distribute this Memorandum and other Evaluation Materials to you,
and {b) authorized to respond to your questions and comments concerning Company, the Club Facilities,
and/or a Transaction. You should not proceed to close a Transaction unless you are satisfied that
Company and Advisor have provided You with all necessary Evaluation Materials and responded to all of
Your questions and concerns. Advisor will arrange all contacts for appropriate due diligence. You agree
not to contact the Company or any of the Company's other advisors, management or personnel
regarding due diligence.
26
You are not to construe the contents of this Memorandum, the Evaluation Materials, or any other
communications from Company and/or Advisor as legal or tax advice. You should consult Your own
attorney, accountant and other advisors, at Your own expense, for advice as to: (a) the legal, tax,
economic, and other consequences of a Transaction, and (b) the suitability of a Transaction to You and
Your circumstances.
This Memorandum does not constitute an offer or solicitation to any person residing in a jurisdiction
where such offer or solicitation is not authorized or in which the person making the offer or solicitation
is not qualified to do so.
Any and all Transactions are subject to Bankruptcy Court approval.
All communications, inquiries, and requests for information regarding the Company should be directed
to the Advisor's personnel listed below:
GA Keen Realty Advisors, LLC
Ste 1001, 130 W. 42 St., New York, NY 10036
(646)- 381-9222
Harold J. Bordwin- Co-President,
Ext. 4301
hbordwin@GreatAmerican.com
Craig Fox- Senior VP
Ext. 4303
dox@GreatAmerican.com
Matt Bordwin -Co-President,
Ext. 4302
mbordwin@GreatAmerican.com
Stacy Ferrone- Senior Associate
Ext. 4308
sferrone@GreatAmerican.com
26
Forward Looking Statements
Important Factors and Associated Risks
This Memorandum and the Evaluation Materials may contain certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21 E of the Securities Exchange Act of 1934, as
amended, and, to the extent applicable, the Company intends that such forward-looking statements be
subject to the safe harbors created thereby. These forward-looking statements include the plans and
objectives of the Company for future operations, including plans and objectives relating to the future
economic performance of the Company. The forward-looking statements and associated risks set forth in
this Memorandum include or relate to the successful implementation and operation of the Company's
business plan. Actual results and developments may differ materially from Company's expectations and
predictions which are reflected in this Memorandum and in the Evaluation Materials. Such discrepancies
between actual results and the Company's expectations and predictions may be due to a number of risks and
uncertainties, many of which are beyond the control of Company.
All subsequent written and oral forward-looking statements attributable to the Company and/or Advisor are
expressly qualified in their entirety by the cautionary statements contained or referred to in this section and
the "Disclaimer & Conditions of Use" above.
The forward-looking statements included herein are based on Company's current expectations that involve a
number of risks and uncertainties. These forward-looking statements are based on various assumptions
regarding the Company and its proposed operations. Such assumptions involve judgments with respect to,
among other things, the resolution of Company's Bankruptcy Proceeding, the outcome of various litigations
in which the Company and its principals are both plaintiffs and defendants, the value of Company's assets,
future economic, competitive and market conditions and future business decisions, all of which are difficult
or impossible to predict accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements are reasonable, any of
the assumptions could prove inaccurate and, therefore, there can be no assurance that the results
contemplated in forward-looking information will be realized. In addition, as also disclosed elsewhere in this
document, the business and operations of the Company are subject to substantial risks, which increase the
uncertainty inherent in such forward-looking statements. In light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of such information should not be regarded as
a representation by the Company and/or Advisor that the objectives or plans of the Company will be
achieved.
The Company and/or Advisor are not making any recommendations and the recipient of this Memorandum
should not infer any representation about the likely existence of any particular future set of facts or
circumstances.
The spreadsheets and business models included with these Evaluation Materials constitute forward-looking
statements. In addition, the words "estimate," "anticipate," "plan," "intend," "expect," "proposed," and
similar expressions are intended to identify forward-looking statements. These forward-looking statements
involve and are subject to known and unknown risks, uncertainties and other factors which could cause the
actual results, performance (financial or operating) of the Company or achievements to differ materially from
the outcomes, expressed or implied, by such forward-looking statements or the projections set forth herein.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date hereof. The Company specifically disclaims any obligation to release any revisions to these forward-
looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
26
EXHIBITB
[BIDDER INFORMATION SHEET]

26
BIDDER INFORMATION SHEET
The following information is hereby provided by the Potential Bidder (as defined below) in
accordance with the Bid Procedures approved by order of the U.S. Bankruptcy Court for the
District of Colorado in the case of In re Cordillera Golf Club, LLC, dba The Club at Cordillera,
Case No. 12-24882-ABC (the "Bid Procedures"). Unless separately defined herein, all
capitalized terms shall have the meanings assigned to them in the Bid Procedures.
POTENTIAL BIDDER'S NAME:
----------------("Potential Bidder")
TAX IDENTIFICATION NUMBER:
-----------
POTENTIAL BIDDER'S ADDRESS:
POTENTIAL BIDDER'S LEGAL COUNSEL
AUTHORIZED OFFICER(S)/AGENT(S):*
*such individuals as have been authorized to act on behalf of Potential Bidder
in communicating with the Mediator I Debtor on matters regulated by the Bid Procedures.
Name:
--------------
Name: ______________ _
Title: Title:
OfficePhone: __________ __ OfficePhone: __________ _
Fax: Fax:
Cell Phone: ___________ _ Cell Phone: __________ _
E-Mail: ____________ _ E-Mail: ____________ _
[add additional names and contact information as appropriate]
ACKNOWLEDGMENT
By signing below, the undersigned (as the Potential Bidder or as the representative ofthe
Potential Bidder authorized to execute and submit this Bidder Information Sheet on behalf of the
Potential Bidder) hereby (i) represents that Potential Bidder has a bona fide interest in submitting
a Bid for the purchase of all or some ofthe Debtors' Operating Assets, and that Potential Bidder
is hereby submitting this executed Bidder Information Sheet to request Due Diligence Access
and to participate in the sales process established under the Bid Procedures; (ii) acknowledges
that the undersigned has reviewed and understands all of the Bid Procedures and that Potential
Bidder accepts and agrees to be bound by all of the Bid Procedures; and (iii) acknowledges

26
Potential Bidder's consent to be subject to the jurisdiction of the Bankruptcy Court, for all
purposes, in connection with any and all matters relating to the Sale and the Bid Procedures.
Dated: _______ _
[signature]
Title: __________ _
26
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