In Re:) ) Cordillera Golf Club, LLC) Case No. 12-24882-ABC Tax ID / EIN: 27-0331317) Chapter 11) Debtor.)

MHDocs 4069106_1 13152.
1
4835-9057-5633.4
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO
In re: )
)
Cordillera Golf Club, LLC ) Case No. 12-24882-ABC
Tax ID / EIN: 27-0331317 ) Chapter 11
)
Debtor. )

FIRST AMENDED JOINT PLAN OF LIQUIDATION FOR DEBTOR'S ESTATE
UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

Proposed By:

SENDER & WASSERMAN, P.C.
Harvey Sender, #7546
1660 Lincoln Street, Suite 2200
Denver, Colorado 80264
Telephone: 303-296-1999
Facsimile: 303-296-7600
Email: sender@sendwass.com

-and

FOLEY & LARDNER LLP
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

ATTORNEYS FOR DEBTOR AND
DEBTOR IN POSSESSION
HOLLAND & HART LLP
Risa Lynn Wolf-Smith, #15835
Clarissa M. Raney, #40374
HOLLAND & HART LLP
555 Seventeenth Street, Suite 3200
Telephone: 303-295-8000
Facsimile: 303-295-8261
Email: rwolf@hollandhart.com
Email: cmraney@hollandhart.com

-and-

MUNSCH HARDT KOPF & HARR, P.C.
Russell L. Munsch (admitted PHV)
Texas Bar No. 14671500
Jay H. Ong (admitted PHV)
3800 Lincoln Plaza
500 N. Akard Street
Dallas, Texas 75201-6659
Telephone: 214-855-7500
Facsimile: 214-978-4335
Email: rmunsch@munsch.com
Email: jong@munsch.com

ATTORNEYS FOR THE OFFICIAL
COMMITTEE OF UNSECURED
CREDITORS

Case:12-24882-ABC Doc#:572 Filed:11/02/12 Entered:11/02/12 14:34:21 Page1 of 51

i
MHDocs 4069106_1 13152.1
4835-9057-5633.4
TABLE OF CONTENTS
Article I.
DEFINITIONS, RULES OF INTERPRETATION,
COMPUTATION OF TIME....................................................................................1
1.1. Definitions................................................................................................................1
1.2. Rules of Interpretation and Construction...............................................................13
Article II.
CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS .........................13
2.1. Classification..........................................................................................................13
2.2. Unclassified Claims ...............................................................................................13
2.3. Classified Claims and Equity Interests ..................................................................14
Article III.
PROVISIONS FOR THE TREATMENT OF ADMINISTRATIVE
CLAIMS.................................................................................................................17
3.1. Filing of Administrative Claims ............................................................................17
3.2. Allowance ..............................................................................................................18
3.3. Treatment ...............................................................................................................18
Article IV.
PROVISIONS FOR THE TREATMENT OF CLASSIFIED
CLAIMS, EQUITY INTERESTS AND IDENTIFICATION OF
IMPAIRED CLASSES ..........................................................................................18
4.1. Class 1: Allowed Secured Tax Claims...................................................................18
4.2. Class 2: Allowed Priority Claims...........................................................................19
4.3. Class 3: Allowed Secured DIP Claim of Alpine Bank ..........................................19
4.4. Class 4: Allowed Secured Pre-Petition Claim of Alpine Bank..............................20
4.5. Class 5: Allowed Secured Claim of Wilhelm........................................................20
4.6. Class 6: Allowed General Unsecured Trade Claims..............................................21
4.7. Class 7: Member Claims ........................................................................................21
4.8. Class 8: Equity Interests.........................................................................................23

ii
MHDocs 4069106_1 13152.1
4835-9057-5633.4
Article V.
ACCEPTANCE OR REJECTION OF THE PLAN;
EFFECT OF REJECTION BY ONE OR MORE CLASSES................................23
5.1. Acceptance of Plan by Class of Claims .................................................................23
5.2. Deemed Acceptance of Plan ..................................................................................23
5.3. Cramdown..............................................................................................................23
5.4. Controversy Concerning Impairment.....................................................................24
Article VI.
MEANS FOR IMPLEMENTATION OF PLAN...................................................24
6.1. Global Settlement...................................................................................................24
6.2. Sale of Assets .........................................................................................................24
6.3. Class Action Litigation ..........................................................................................25
6.4. CTC Settlement Payment.......................................................................................25
6.5. Revesting of Estate Assets .....................................................................................26
6.6. General Corporate Matters.....................................................................................26
6.7. Cancellation of Notes and Instruments; Release of Liens .....................................27
6.8. Exemption from Transfer Taxes ............................................................................27
6.9. The Committee.......................................................................................................27
6.10. The Plan Agent ......................................................................................................27
6.11. Post-Confirmation United States Trustee Fees ......................................................28
6.12. Post-Confirmation Retention and Payment of Professionals.................................28
6.13. Payment of Professionals' Fees and Expenses After the
Confirmation Date .................................................................................................28
6.14. Post-Confirmation Notices and Reports ................................................................28
6.15. Default under the Plan ...........................................................................................29
6.16. Final Decree...........................................................................................................29
6.17. Section 1129(a) (4) Payments Subject to Bankruptcy Court Review....................29

iii
MHDocs 4069106_1 13152.1
4835-9057-5633.4
6.18. Limitations on Liability .........................................................................................30
6.19. Bankruptcy Court Approval Relative to Post-Confirmation Matters ....................30
Article VII.
EFFECTS OF CONFIRMATION OF PLAN;
RELEASES, PRESERVATION, INJUNCTION AND
EXCULPATION....................................................................................................30
7.1. Binding Effect of Plan............................................................................................30
7.2. Releases..................................................................................................................30
7.3. Releases by Holders of Claims and Equity Interests .............................................32
7.4. Preservation of Claims and Causes of Action........................................................33
7.5. Causes of Action ....................................................................................................33
7.6. Compromise of Controversies ...............................................................................34
7.7. Injunction Against Interference with Plan .............................................................34
7.8. Term of Injunctions or Stays..................................................................................34
7.9. Exculpation ............................................................................................................35
7.10. Discharge ...............................................................................................................35
Article VIII.
EXECUTORY CONTRACTS AND UNEXPIRED LEASES..............................35
8.1. Rejection of Membership Documents....................................................................35
8.2. Rejection of Executory Contracts and Unexpired Leases......................................36
8.3. Rejection Damage Claims......................................................................................36
Article IX.
DISTRIBUTIONS UNDER THE PLAN ..............................................................36
9.1. Distributions Generally..........................................................................................36
9.2. Form of Distributions.............................................................................................36
9.3. Conditions to Distributions; Warranty of Entitlement ...........................................36
9.4. Withholding Taxes.................................................................................................36

iv
MHDocs 4069106_1 13152.1
4835-9057-5633.4
9.5. Setoffs ....................................................................................................................37
9.6. Rounding................................................................................................................37
9.7. De Minimis Distributions .......................................................................................37
9.8. Undeliverable and Unclaimed Distributions..........................................................37
Article X.
PROCEDURES FOR RESOLVING DISPUTED CLAIMS.................................38
10.1. Objections to Claims..............................................................................................38
10.2. Late-Filed Claims and Amendments .....................................................................38
10.3. Disputed Distributions ...........................................................................................38
Article XI.
CONDITIONS PRECEDENT TO CONFIRMATION
AND EFFECTIVENESS OF PLAN......................................................................38
11.1. Conditions to Confirmation ...................................................................................38
11.2. Conditions to Effective Date..................................................................................39
11.3. Waiver of Conditions.............................................................................................39
11.4. Effect of Nonoccurrence of Conditions to the Effective Date...............................39
11.5. Notice of the Effective Date ..................................................................................39
Article XII.
MISCELLANEOUS PROVISIONS......................................................................39
12.1. Implementation ......................................................................................................39
12.2. Modification of Plan ..............................................................................................40
12.3. Governing Law......................................................................................................40
12.4. Headings ................................................................................................................40
12.5. Severability ............................................................................................................40
12.6. All Claims and Equity Interests .............................................................................40
12.7. No Admissions.......................................................................................................40
12.8. Entire Agreement ...................................................................................................40

v
MHDocs 4069106_1 13152.1
4835-9057-5633.4
12.9. Successors and Assigns..........................................................................................41
12.10. Computation of Time.............................................................................................41
12.11. Closing of Bankruptcy Case ..................................................................................41
12.12. Section 1125(e) Good Faith Compliance...............................................................41
12.13. No Stay of Confirmation Order .............................................................................41
12.14. Service of Pleadings and Notices...........................................................................41
Article XIII.
PROVISIONS FOR RETENTION OF JURISDICTION......................................42
13.1. Retention of Jurisdiction........................................................................................42


JOINT PLAN OF LIQUIDATION Page 1
MHDocs 4069106_1 13152.1
4835-9057-5633.4
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF COLORADO
In re: )
)
Cordillera Golf Club, LLC ) Case No. 12-24882-ABC
Tax ID / EIN: 27-0331317 ) Chapter 11
)
Debtor. )

FIRST AMENDED JOINT PLAN OF LIQUIDATION FOR DEBTOR'S ESTATE
UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE

Cordillera Golf Club, LLC, the Debtor and Debtor-in-Possession under the above
captioned Chapter 11 Bankruptcy Case,
1
together with the Committee, hereby propose their First
Amended Joint Plan of Liquidation for the Debtor's Estate Under Chapter 11 of the United States
Bankruptcy Code, pursuant to section 1121(a) of the Bankruptcy Code. This Joint Plan
contemplates approval and implementation of the Global Settlement, the sale of substantially all
Operating Assets of the Estate, and the Distribution of proceeds of the liquidation of the Estate as
provided herein. Reference is made to the Disclosure Statement accompanying the Plan for a
discussion of the Debtor's history, results of operations, historical financial information and
assets, and for a summary and analysis of the Plan.
UNDER SECTION 1125(B) OF THE BANKRUPTCY CODE, UNLESS
OTHERWISE ORDERED BY THE BANKRUPTCY COURT, A VOTE TO ACCEPT OR
REJECT THE PLAN CANNOT BE SOLICITED FROM A HOLDER OF A CLAIM OR
EQUITY INTEREST UNTIL SUCH TIME AS THE DISCLOSURE STATEMENT HAS
BEEN APPROVED BY THE BANKRUPTCY COURT AND DISTRIBUTED TO
HOLDERS OF CLAIMS AND EQUITY INTERESTS.
ALL HOLDERS OF CLAIMS AND EQUITY INTERESTS ARE ENCOURAGED
TO READ THE PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY
BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.
ARTICLE I.
DEFINITIONS, RULES OF INTERPRETATION, COMPUTATION OF TIME
1.1. Definitions. Except as expressly provided herein or unless the context otherwise
requires, capitalized terms not defined elsewhere in the Plan shall have the meanings assigned to
them in this Article.

1.1.1. "Administrative Claim": A Claim for payment of an administrative
expense of a kind specified in section 503(b) of the Bankruptcy Code and referred to in

1
Capitalized terms shall have the meaning as described in Article I below.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
section 507(a)(2) of the Bankruptcy Code, including, without limitation, the actual,
necessary costs and expenses incurred on or after the Petition Date for preserving the
Debtor's Estate, any actual and necessary costs and expenses of operating the Debtor's
business incurred on or after the Petition Date but prior to the Effective Date (including
any Claim incurred in the ordinary course of the Debtor's business which may be paid in
the ordinary course of the Debtor's business without Order of the Bankruptcy Court), any
indebtedness or obligations incurred or assumed by the Debtor's Estate in connection with
the conduct of the Debtor's business on or after the Petition Date and prior to the
Effective Date, compensation for legal and other professional services and reimbursement
of expenses awarded under sections 330(a) or 331 of the Bankruptcy Code, outside
vendor costs incurred in connection with the duplication and service of the Disclosure
Statement, Plan, Ballots and notices associated with the Plan and Confirmation Hearing,
and all fees and charges assessed against the Debtor's Estate under Chapter 123, Title 28,
United States Code.
1.1.2. "Administrative Claims Bar Date": (I) November 27, 2012, with respect to
any Claims arising pursuant to section 503(b)(9) of the Bankruptcy Code for the value of
goods received by the Debtor within twenty days before the Petition Date and sold to the
Debtor in the ordinary course of its business, as Ordered by the Court pursuant to its
Order Setting Administrative Claims Bar Date For Claims Under 11 U.S.C. 503(b)(9),
entered on September 18, 2012 [Docket No. 460]; and (II) for all other Administrative
Claims, including Professional Fee Claims, the first date that is fifteen (15) days
following the Effective Date, unless not a Business Day, in which case the Administrative
Claims Bar Date with respect to such Claims will be the first Business Day thereafter.
1.1.3. "Allowed": When used with respect to a Claim or Equity Interest, means
the Claim or Equity Interest (as applicable) (a) to the extent that it is listed in the
Schedules in a liquidated, non-contingent, and undisputed amount, but only if no proof of
Claim or proof of Equity Interest is Filed with the Bankruptcy Court to evidence such
Claim or Equity Interest on or before the Bar Date; or (b) any Equity Interest registered in
the Debtor's books and records as of the Petition Date; or (c) as evidenced by a proof of
Claim or proof of Equity Interest Filed on or before the Bar Date, but only to the extent
asserted in a liquidated amount, and only if no objection to the allowance of the Claim or
Equity Interest and no motion to expunge the proof of Claim or Equity Interest is pending
at the time of the Confirmation Hearing; or (d) to the extent allowed by a Final Order of
the Bankruptcy Court.
1.1.4. "Allowed Administrative Claim": All or that portion of an Administrative
Claim which (a) is or becomes an Allowed Claim, (b) was incurred on or after the
Petition Date, but prior to the Effective Date, in the ordinary course of the Debtor's
business which may be paid in the ordinary course of the Debtor's business without Order
of the Bankruptcy Court, or (c) constitutes a fee or charge assessed against the Estate
under Chapter 123, Title 28, United States Code.
1.1.5. "Allowed General Unsecured Claim": All or that portion of a General
Unsecured Claim which is or becomes an Allowed Claim.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
1.1.6. "Allowed Priority Claim": All or that portion of a Priority Claim which is
or becomes an Allowed Claim.
1.1.7. "Alpine" or "Alpine Bank": Alpine Bank, a Colorado State chartered bank.
1.1.8. "APA": The Purchase and Sale Agreement between the Purchaser and the
Debtor memorializing the Sale transaction, as approved by the Bankruptcy Court at the
Sale Hearing.
1.1.9. "Approving Parties": Collectively, the parties executing the Term Sheet:
the Debtor, the Committee, Cordillera Golf Holdings, LLC, a Delaware limited liability
company ("CGH"), Cordillera F & B, LLC, a Delaware limited liability company,
including any successor thereto ("CFB"), WFP Cordillera, LLC, a Delaware limited
liability company ("WFP"), WFP Investments, LLC, a Delaware limited liability
company ("WFPI"), CGH Manager, LLC, a Delaware limited liability company
("CGHM"), Wilhelm, Patrick Wilhelm, CTC, CPOA, CMD, CVCPOA, the Member
Representatives, and Alpine.
1.1.10. "Assets": All right, title and interest in and to any and all property of
every kind or nature, whether tangible or intangible, owned by the Debtor or its Estate as
of the Effective Date, including, but not limited to, Causes of Action and all books and
records of the Debtor.
1.1.11. "Auction": means the competitive auction sale to be conducted for the
Operating Assets pursuant to the Bid Procedures.
1.1.12. "Avoidance Action" means an action or proceeding under sections 544,
545, 547, 548, 549, 550 or 553 of the Bankruptcy Code, and equivalent or analogous state
law actions available to be pursued under section 544 of the Bankruptcy Code.
1.1.13. "Avoidance Action Date" means the date that is the later of 90 days after
the Effective Date; or such later date as may be set by the Bankruptcy Court as the last
date to file a complaint to commence an Avoidance Action.
1.1.14. "Ballot": The form of the ballot for voting to accept or to reject the Plan,
which accompanies the Plan and the Disclosure Statement delivered to holders of Claims
or Equity Interests in Impaired Classes.
1.1.15. "Ballot Deadline": The date set by the Bankruptcy Court as the last date
on which Ballots may be submitted.
1.1.16. "Balloting Agent": Rust Consulting/Omni Bankruptcy, as approved by the
Bankruptcy Court's Order approving the Disclosure Statement.
1.1.17. "Bankruptcy Case": The Debtor's Chapter 11 bankruptcy case
commenced by the Debtor's filing of its voluntary petition on June 26, 2012, with the

MHDocs 4069106_1 13152.1
4835-9057-5633.4
United States Bankruptcy Court for the District of Delaware, later transferred to the
Bankruptcy Court and assigned Case No. 12-24882-ABC (Bankr. D. Colo.).
1.1.18. "Bankruptcy Code": Title 11 of the United States Code, as applicable to
the Bankruptcy Case as of the Petition Date, including any and all amendments thereto
which have been made or are hereafter made retroactively applicable to the Bankruptcy
Case.
1.1.19. "Bankruptcy Court": The United States Bankruptcy Court for the District
of Colorado, or in the event such court ceases to exercise jurisdiction over the Bankruptcy
Case, the United States District Court for the District of Colorado, or any other court of
competent jurisdiction which comes to exercise jurisdiction over the Bankruptcy Case.
1.1.20. "Bankruptcy Rules": The Federal Rules of Bankruptcy Procedure, as
amended and prescribed under section 2075, Title 28, United States Code, as applicable
to the Bankruptcy Case, together with the Local Rules of the Bankruptcy Court.
1.1.21. "Bar Date": November 30, 2012, the deadline set by the Bankruptcy
Court as the last date by which proofs of Claim could have been timely Filed against the
Debtor's Estate.
1.1.22. "Bid Procedures": The procedures approved by the Bankruptcy Court for
the marketing and Sale of the Operating Assets pursuant to its Order granting the Sale /
Procedures Motion, entered on October 30, 2012 [Docket No. 558] and attached to such
Order as Exhibit "A."
1.1.23. "Business Day": Any day other than a Saturday, Sunday, or "legal
holiday" as defined in Bankruptcy Rule 9006(a).
1.1.24. "Cash": Cash and cash equivalents, including certified checks and wire
transfers, that evidence immediately available legal tender of the United States of
America.
1.1.25. "Causes of Action": means all rights, claims and causes of action of any
kind held by the Debtor or the Estate, to the extent not specifically compromised or
released pursuant to the Plan, or the Term Sheet incorporated into the Plan, whether or
not such causes of action are the subject of presently pending lawsuits, adversary
proceedings or appeals, including without limitation (i) rights, claims and causes of
action belonging to the Debtor as of the Petition Date, (ii) rights, claims and causes of
action belonging to the Estate that arise after the Petition Date, and (iii) all Avoidance
Actions and any rights, claims and causes of action belonging to the Estate pursuant to
sections 506 and 510 of the Bankruptcy Code.
1.1.26. "Claim": Any right to payment from the Debtor or its Estate, whether or
not such right is reduced to judgment, liquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured, or unsecured, known or unknown; or any
right to an equitable remedy against the Debtor or its Estate for breach of performance if

MHDocs 4069106_1 13152.1
4835-9057-5633.4
such breach gives rise to a right to payment, whether or not such right to an equitable
remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured, or unsecured, known or unknown.
1.1.27. "Claim Objection Date": The date that is the later of 90 days after the
Effective Date; or such later date as may be set by the Bankruptcy Court as the last date
to object to proofs of claim.
1.1.28. "Claimant": A Person asserting a Claim.
1.1.29. "Class": Any group of substantially similar Claims or interests classified
by the Plan pursuant to section 1122 of the Bankruptcy Code.
1.1.30. "Class Action": That certain litigation styled Foley et al., v. Cordillera
Golf Club LLC, et al., Case No. 11-CV-552, pending in the District Court of Eagle
County, Colorado.
1.1.31. "Closing": The closing of the Sale transaction to the Purchaser.
1.1.32. "Club": The Club at Cordillera, located in a community in Edwards,
Colorado. An approximately 7,000 acre golf club owned and operated by the Debtor
with three signature golf courses, a Dave Pelz designed short course, two tennis centers
and fitness facilities, three indoor and outdoor pools, a summer camp with Trailhead
clubhouse for children, three restaurants, and Nordic ski trails along the Mountain golf
course.
1.1.33. "CMD": Cordillera Metropolitan District, a quasi-municipal corporation
and political subdivision of the State of Colorado.
1.1.34. "Committee": means the duly-appointed and acting official committee for
unsecured creditors appointed by the United States Trustee pursuant to section 1102(a) of
the Bankruptcy Code and serving in the Bankruptcy Case.
1.1.35. "Collateral": An Asset subject to a valid, enforceable, and non-avoidable
Lien securing the payment or performance of a Claim.
1.1.36. "Confirmation Date": The date of entry of the Confirmation Order by the
Bankruptcy Court.
1.1.37. "Confirmation Hearing": The hearing held by the Bankruptcy Court
regarding confirmation of the Plan pursuant to section 1129 of the Bankruptcy Code, as
such hearing may be adjourned or continued from time to time.
1.1.38. "Confirmation Order": An Order of the Bankruptcy Court, and any
amendments thereto, confirming the Plan in accordance with the provisions of
section 1129 of the Bankruptcy Code, including any findings of fact and conclusions of
law in relation thereto.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
1.1.39. "CPOA": The Cordillera Property Owners Association, Inc., a Colorado
not for profit corporation.
1.1.40. "CPOA Individuals": Glenn Bourland, Lois Van Deusen, and Roger
Magid.
1.1.41. "CPOA / CTC Litigation": That certain litigation commenced on or about
May 24, 2011, by the Debtor in the District Court for Eagle County, Colorado styled
Cordillera Golf Club, LLC, et al. v. Cordillera Transition Corporation, Inc., et al.,
assigned Case No. 2011-CV-456.
1.1.42. "Creditor": Any Person that is the holder of a Claim against the Debtor or
Estate, whether arising on, before, or after the Effective Date, including but not limited to
a Claim of the kind specified in sections 101(5) or 502 of the Bankruptcy Code.
1.1.43. "CRO": means Alfred A. Siegel as the Court appointed restructuring
officer by order entered on July 31, 2012 [Docket No. 310].
1.1.44. "CTC": Cordillera Transition Corporation, Inc., a Colorado not for profit
corporation and a named defendant in the CPOA / CTC Litigation.
1.1.45. "CTC Individuals": Robert Vanourek, Denise Delaney, Gary Edwards,
Raymond Oglethorpe, David Temin, Sarah Baker, Nelson Sims, Dick Rothkopf, and
David Bentley.
1.1.46. "CTC Settlement Payment": The payment by CPOA / CTC pursuant to
the Bankruptcy Court's Global Settlement Order, as provided in the Term Sheet, in the
aggregate amount of $2,350,000, and comprised of: (i) $1 million paid by CPOA / CTC,
designated and earmarked for the payment of the expenses of administration of the
Estate, including all Professional Fee Claims of the Debtor and the Committee, as well as
Allowed Priority Claims against the Debtor, other than Allowed Secured Tax Claims, to
be administered and disbursed by the Debtor pursuant to the Plan; (ii) $600,000 paid by
CPOA / CTC, designated and earmarked for the benefit of Trade Claims, to be
administered and disbursed by the Debtor pursuant to the Plan; and (iii) $750,000 paid to
Wilhelm in compromise of the CPOA / CTC Litigation.
1.1.47. "CVCPOA": Cordillera Valley Club Property Owners Association, Inc., a
Colorado not for profit corporation.
1.1.48. "Debtor" or "Cordillera": Cordillera Golf Club, LLC, d/b/a The Club at
Cordillera, the Debtor under and in the Bankruptcy Case.
1.1.49. "Deficiency Claim": The amount of a Secured Claim to the extent that
any Collateral securing the Claim is insufficient to secure the repayment of same;
provided, however, that if the Secured Claim is within a Class that validly and timely
makes the election provided in section 1111(b)(2) of the Bankruptcy Code, there shall be
no Deficiency Claim with respect to such Secured Claim.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
1.1.50. "Disallowed": When used with respect to a Claim or Equity Interest, any
portion thereof, that: (a) has been disallowed by either a Final Order or pursuant to a
settlement; (b) has been withdrawn by the holder of the Claim or Equity Interest; (c)(i) is
set forth in the Schedules at zero or as contingent, disputed, or unliquidated and (ii) as to
which the Bar Date has been established but no proof of Claim or proof of Equity Interest
has been Filed or deemed timely Filed with the Bankruptcy Court pursuant to either the
Bankruptcy Code or any Final Order of the Bankruptcy Court or otherwise deemed
timely Filed under applicable law; or (d) has not been scheduled in the Schedules and as
to which no Proof of Claim or Equity Interest has been timely Filed or deemed timely
Filed with the Bankruptcy Court pursuant to the Bankruptcy Code, a Final Order, or the
Plan.
1.1.51. "Disclosure Statement": The Disclosure Statement Pursuant to 11 U.S.C.
1125 in Support of Plan of Liquidation for Debtor's Estate Under Chapter 11 of the
United States Bankruptcy Code, Filed in connection with the Plan and approved by the
Bankruptcy Court, together with any and all exhibits, schedules, amendments,
modifications, and supplements thereto that have been approved by the Bankruptcy
Court.
1.1.52. "Disclosure Statement Hearing": The hearing scheduled by the
Bankruptcy Court to consider approval of the Disclosure Statement.
1.1.53. "Disputed": With reference to (a) any Claim, proof of which was timely
and properly filed, or an Administrative Expense Claim, which is disputed under the Plan
or as to which a timely objection has been filed and/or request for estimation in
accordance with section 502(c) of the Bankruptcy Code and Bankruptcy Rule 3018 has
been interposed, and which objection and/or request for estimation has not been
withdrawn or determined by a Final Order or (b) any Claim, proof of which was required
to be filed by order of the Bankruptcy Court but as to which a proof of claim was not
timely or properly filed.
1.1.54. Disputed Claim Amount: The lesser of (a) the liquidated amount set
forth in the proof of claim filed with the Bankruptcy Court relating to a Disputed Claim,
(b) if the Bankruptcy Court has estimated such Disputed Claim pursuant to section 502(c)
of the Bankruptcy Code, the amount of a Disputed Claim as estimated by the Bankruptcy
Court, and (c) the amount of such Disputed Claim allowed by the Bankruptcy Court
pursuant to section 502 of the Bankruptcy Code, or zero, if such Disputed Claim is
disallowed by the Bankruptcy Court pursuant to such section, in either case, regardless of
whether the order or judgment allowing or disallowing such Claim has become a Final
Order; provided, however, that, in the event that such Claim has been disallowed, but the
order of disallowance has not yet become a Final Order, the Bankruptcy Court may
require the Debtor to reserve an amount that would be attributed to such Claim if it were
an Allowed Claim, or a lesser amount, to the extent that the Bankruptcy Court determines
such reserve is necessary to protect the rights of such holder under all of the facts and
circumstances relating to the order of disallowance and the appeal of such holder from
such order.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
1.1.55. Disputed Claims Reserve: The reserve on account of Disputed Claims.
1.1.56. "Distribution": Any property delivered under the Plan to any holder of a
Claim or Equity Interest, including but not limited to Administrative Claims, on account
of such Claim or Equity Interest.
1.1.57. "Effective Date": The first date that is one (1) business day from the date
on which all conditions precedent set forth in section 11.2 have been satisfied or waived
by the Plan Proponents and the effectiveness of the Confirmation Order shall have not
been stayed.
1.1.58. "Equity Interest": The legal, equitable, contractual and other rights of any
Person with respect to any partnership, membership (excluding Club members), limited
liability, stock, or other ownership interest in the Debtor, whether or not transferable, and
any option, warrant or right to purchase or sell, or subscribe for such a partnership,
membership (excluding Club members), limited liability, stock, or other ownership
interest.
1.1.59. "Estate": The bankruptcy estate of the Debtor created upon the Filing of
the Debtor's voluntary petition for bankruptcy relief commencing the Bankruptcy Case
pursuant to, and consisting of all property interests described in or provided by, section
541 of the Bankruptcy Code, including, without limitation, all property interests
becoming part of such estate after the Petition Date in accordance with section 541 of the
Bankruptcy Code.
1.1.60. "File, Filed, or Filing": To file, have filed, or the act of filing with the
Bankruptcy Court in the Bankruptcy Case.
1.1.61. "Final Order": An Order, judgment or decree which has not been
reversed, amended, vacated or stayed and as to which (a) the time to appeal, petition for
certiorari, or to move for reargument or rehearing has expired and no appeal, petition for
certiorari, or request for reargument or rehearing has been made by any party, (b) any
right to appeal, petition for certiorari, or to seek reargument or rehearing has been
waived in writing in form and substance satisfactory to the Plan Proponents, or (c) an
appeal, writ of certiorari, reargument or rehearing has been taken or sought, and the
Order, judgment or decree has been upheld or certiorari, reargument or rehearing has
been denied and, in either case, the time to take any further appeal, to petition for
certiorari, or to move for reargument or rehearing has expired; provided, however, that
the possibility that a motion under Rule 60 of the Federal Rules of Civil Procedure, or
any analogous rule under the Bankruptcy Rules, may be Filed relating to such Order,
shall not cause such Order not to be a Final Order.
1.1.62. "General Unsecured Claim": A Claim which is not an Administrative
Claim, Priority Claim or Secured Claim, or a Subordinated Claim. Unsecured Claims
shall include, without limitation, Deficiency Claims and Claims arising from the rejection
of executory contracts and/or unexpired leases pursuant to sections 365 and/or 1123(b)(2)
of the Bankruptcy Code.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
1.1.63. "Global Settlement": The various settlement terms and agreements
memorialized in the Term Sheet executed by the Approving Parties, and approved by the
Bankruptcy Court's entry of the Global Settlement Order.
1.1.64. "Global Settlement Order": The Order of the Bankruptcy Court granting
the Joint Motion for Approval of Term Sheet and Authorization to Implement Certain
Matters Set Forth Therein, entered on October 23, 2012 [Docket No. ].
1.1.65. "Governmental Unit": A governmental unit as such term is defined in
section 101(27) of the Bankruptcy Code.
1.1.66. "Impaired": Has the meaning set forth in section 1124 of the Bankruptcy
Code.
1.1.67. "Lien": A charge against or interest in property to secure payment of a
debt or performance of an obligation, including, but not limited to, a mortgage, deed of
trust lien, security interest, judicial lien, pledge, encumbrance, or writ of attachment.
1.1.68. "Membership Documents": Any and all membership applications,
membership plans, rules and regulations of the Club and all amendments and
modifications thereto providing for or otherwise governing ant right to use of the Club by
members of the Club.
1.1.69. "Member Deposit Claims": Collectively, the Claims of all members and
former members of the Club for the return of deposits paid in connection with their Club
memberships, provided that such Claims are duly evidenced by the timely Filing a proof
of Claim or proofs of Claim, including but not limited to a class proof of Claim Filed by
the Member Representatives on behalf of the class certified in the Class Action.
1.1.70. "Member Representatives": Cheryl M. Foley, Thomas Wilner, Jane
Wilner, Charles Jackson, Mary Jackson, Kevin B. Allen, as representatives of a class
certified in the Class Action.
1.1.71. "Net Available Funds": The Cash on hand of the Estate or Reorganized
Debtor, as applicable, excluding any funds required or reserved for the payment of
expenses of administration under this Plan.
1.1.72. "Operating Assets": The Assets of the Estate sold pursuant to the
Sales/Procedures Motion, comprising substantially all assets of the Estate, and as
specifically defined in the APA.
1.1.73. "Order": Any mandate, precept, command, or direction formally given or
entered by the Bankruptcy Court or other court of competent jurisdiction.
1.1.74. "Person": A natural or non-natural individual, corporation, partnership,
joint venture, association, limited liability company, limited liability partnership, trust,

MHDocs 4069106_1 13152.1
4835-9057-5633.4
estate, unincorporated organization, governmental entity or political subdivision thereof,
or any other entity.
1.1.75. "Petition Date": June 26, 2012, the date of the Filing of the Bankruptcy
Case.
1.1.76. "Plan" or "Joint Plan": This Joint Plan of Liquidation for Debtor's Estate
Under Chapter 11 of the United States Bankruptcy Code, pursuant to section 1121(a) of
the Bankruptcy Code, in its present form or as it may be altered, amended, modified or
supplemented from time to time in accordance with section 12.2 hereof.
1.1.77. "Plan Agent": The person appointed by the Court to administer the Plan.
1.1.78. "Plan Documents": The agreements, documents, and instruments entered
into on or as of the Effective Date as contemplated by, and in furtherance of, the Plan
(including all documents necessary to consummate the transactions contemplated in the
Plan), copies of which shall be available to Creditors upon request to the Debtor.
1.1.79. "Plan Proponents": The Debtor and the Committee.
1.1.80. "Priority Non-Tax Claim": A Claim entitled to priority in payment under
section 507(a) of the Bankruptcy Code, other than a Claim that is an Administrative
Claim or a Priority Tax Claim.
1.1.81. "Priority Tax Claim": A Claim of a Governmental Unit of the kind
entitled to priority in payment as specified in sections 502(i) and 507(a)(8) of the
Bankruptcy Code, but expressly excluding any Secured Tax Claim.
1.1.82. "Professional": Any Person employed pursuant to an Order of the
Bankruptcy Court pursuant to sections 327, 328 or 1103 of the Bankruptcy Code
providing for compensation for services rendered prior to the Effective Date pursuant to
sections 327, 328, 329, 330 and/or 331 of the Bankruptcy Code, or seeking compensation
and reimbursement pursuant to section 503(b)(2) of the Bankruptcy Code.
1.1.83. "Professional Fee Claim": The Allowed Claim of a Professional pursuant
to sections 327, 328, 330, 331, 363, 503(b) or 1103 of the Bankruptcy Code for
compensation or reimbursement of costs and expenses relating to services performed
from and after the Petition Date and before and including the Effective Date.
1.1.84. "Pro Rata Share": Means the proportion that an Allowed Claim or
Allowed Equity Interest in a particular Class bears in proportion to the aggregate amount
of all Allowed Claims or Allowed Equity Interests, as applicable, in such Class.
1.1.85. "Purchaser": The Entity or Entities that purchase the Operating Assets
pursuant to the Bid Procedures, as approved by the Bankruptcy Court at the Sale Hearing.
1.1.86. "Reorganized Debtor": The Debtor, from and after the Effective Date.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
1.1.87. "Retained Causes of Action": (I) Any and all claims or rights of the
Debtor or its Estate, to the extent not released by the Debtor pursuant to the Global
Settlement Order, specified or described in section 7.2.2 of this Plan; and (II) any and all
objections to Claims that are pending as of the Effective Date including any
counterclaims for affirmative relief made thereunder, and any and all objections to any
Administrative Claim or Professional Fee Claims.
1.1.88. "Sale": The sale of the Operating Assets by the Debtor to the Purchaser
pursuant to the Bid Procedures, and as approved by the Bankruptcy Court at the Sale
Hearing.
1.1.89. "Sale Hearing": The hearing scheduled by the Bankruptcy Court pursuant
to the Sale / Procedures Motion to consider final approval of the Sale of the Operating
Assets to the Purchaser currently scheduled for December 17, 2012 at 9:00 a.m., or such
other date as the Court may set.
1.1.90. "Sale Order": The Order of the Bankruptcy Court granting the
Sale/Procedures Motion entered on October 30, 2012 [Docket No. 558].
1.1.91. "Sale / Procedures Motion": The Joint Motion 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, filed by the
Debtor and Committee with the Bankruptcy Court on October 5, 2012 [Docket No. 521],
seeking approval of the Bid Procedures and Sale.
1.1.92. "Schedules": The Schedules of Assets and Liabilities and the Statement of
Financial Affairs Filed by the Debtor in the Bankruptcy Case pursuant to section 521 of
the Bankruptcy Code and Bankruptcy Rule 1007, as they have been or may hereafter be
amended, modified or supplemented.
1.1.93. "Secured Claim": A Claim which is secured by a Lien on Collateral or
that is subject to setoff under section 553 of the Bankruptcy Code, and includes, but is not
limited to, any amounts which are asserted under section 506(b) of the Bankruptcy Code
as part of such claim; provided, however, that: (a) a Claim shall only be subject to
Secured Claim status to the extent such Claim has been duly and timely evidenced as a
Secured Claim in the Bankruptcy Case; and (b) a Claim which qualifies as both a Secured
Claim pursuant to the foregoing description and also a Priority Claim as defined in this
Plan shall be treated as a Priority Claim, and not a Secured Claim, for purposes of this
Plan. To the extent the value of any Collateral securing such Claim is less than the
amount of such Claim, the difference between such value and such Claim is a Deficiency
Claim unless the holder of such Claim validly elects under section 1111(b) of the
Bankruptcy Code to have such Claim treated as a Secured Claim to the extent Allowed.
A Secured Claim includes the secured claims of Alpine Bank and Wilhelm as provided
for in the Global Settlement.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
1.1.94. "Secured DIP Claim": Any and all Claims of Alpine Bank for the
extension of post-petition credit to the Debtor, as approved by the Bankruptcy Court
pursuant to its Final Order Pursuant to 11 U.S.C. 105, 361, 362, 363(c), 364(c),
364(d), and 364(e) and Fed.R.Bankr.P.2002, 4001 and 9014 (I)Authorizing Debtor to
Obtain Post-Petition Secured Financing, (II) Granting Security Interests and
Superpriority Administrative Expense Claims, and (III) Authorizing the Use of Cash
Collateral as Provided Herein, entered on September 28, 2012 [Docket No. 495],
including any interim orders incorporated therein.
1.1.95. "Secured Tax Claim": Any Claim of a Governmental Unit, for a tax
secured by a Lien on any property or Assets of the Estate.
1.1.96. "Subordinated Claim": All or any portion of a Claim which is Ordered by
the Bankruptcy Court to be subordinated in payment or priority, including pursuant to, or
in accordance with, section 510 of the Bankruptcy Code.
1.1.97. "Term Sheet": The Term Sheet dated as of September 17, 2012,
memorializing the Global Settlement, executed by the Approving Parties pursuant to
mediation conducted in the Bankruptcy Case on September 12-13, 2012, a true and
correct copy of which is attached hereto as Exhibit "1."
1.1.98. "Trade Claims": Any and all Claims against the Debtor or the Estate for
the provision of goods or services to the Debtor in the ordinary course of its business in
connection with the operation of the Club. Trade Claims expressly exclude Professional
Fee Claims and Member Deposit Claims.
1.1.99. Trade Claims Escrow: The $600,000 portion of the CTC Settlement
Payment paid by CPOA / CTC to the Debtor, designated and earmarked for the benefit of
Trade Claims to be administered and disbursed by the Debtor pursuant to the Plan. Total
payments to the Trade Claims shall be the lesser of $600,000 or the Allowed amount of
such Trade Claims. The balance of the Trade Claims Escrow, if any, shall be used to pay
allowed unpaid Administrative expenses of the Estate.
1.1.100. "TSPOA": Timber Springs Property Owners Association, Inc., a
Colorado not for profit corporation.
1.1.101. "Unimpaired": A Claim or Equity Interest that is not Impaired.
1.1.102. "Voting Deadline": The deadline for the receipt of completed and duly-
executed Ballots by the Balloting Agent, as set forth within the Bankruptcy Court's Order
approving the Disclosure Statement or such other Order of the Bankruptcy Court entered
thereafter which extends such deadline.
1.1.103. "Wilhelm": David A. Wilhelm.
1.1.104. "Wilhelm Party": Wilhelm, or any affiliate of Wilhelm, or any entity in
which Wilhelm or any Wilhelm affiliate owns an interest.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
1.2. Rules of Interpretation and Construction

1.2.1. Any term used in the Plan that is not defined herein, whether in Article I
or elsewhere, but that is defined in the Bankruptcy Code, the Bankruptcy Rules, or any
exhibits attached to the Plan or the Disclosure Statement, shall have the meaning ascribed
to it therein.
1.2.2. If a conflict between the Plan and the Disclosure Settlement exists, the
Plan will control. If a conflict between the Plan and any document implementing the
Plan exists, the document implementing the Plan will control. If a conflict between the
Plan and the Confirmation Order exists, the Confirmation Order will control.
1.2.3. The words "herein," "hereof," "hereunder," and others of similar import
refer to the Plan as a whole and not to any particular article, section, or clause contained
in the Plan.
1.2.4. Unless specified otherwise in a particular reference, a reference in the Plan
to an article or section is a reference to that article or section of the Plan.
1.2.5. Unless otherwise provided for herein, any reference in the Plan to an
existing document or instrument means such document or instrument as it may have been
amended, modified, or supplemented from time to time.
1.2.6. As contextually appropriate, each term stated in either the singular or
plural shall apply to both the singular and the plural.
1.2.7. In addition to the foregoing, the rules of construction set forth in section
102 of the Bankruptcy Code shall apply to the Plan.
1.2.8. In computing any period of time prescribed or allowed by the Plan, the
provisions of Bankruptcy Rule 9006(a) shall apply.
1.2.9. All exhibits to the Plan are incorporated into the Plan, and shall be deemed
to be included in the Plan, regardless of when Filed with the Bankruptcy Court.
ARTICLE II.
CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS
2.1. Classification. All Allowed Claims, except Allowed Administrative Claims, are
placed into Classes under the Plan. A Claim is classified within a particular Class only to the
extent that the Claim qualifies under the description of that Class. An Equity Interest is
classified within a particular Class only to the extent that the Equity Interest qualifies under the
description of that Class. An Allowed Claim may only be classified in one Class and, unless
otherwise specifically provided in this Plan, is entitled to only one payment.

2.2. Unclassified Claims. As provided in section 1123(a) of the Bankruptcy Code,
Allowed Administrative Claims are not classified under the Plan.

MHDocs 4069106_1 13152.1
4835-9057-5633.4

2.3. Classified Claims and Equity Interests. The following table is a summary of
the classification and treatment of Claims and Equity Interests under the Plan:
2

Class
Type of
Allowed
Claim or
Interest

Treatment Status
1 Allowed
Secured Tax
Claims
To the extent due as of the date of
Closing, paid in full in Cash from
the proceeds of the Sale. To the
extent not yet due as of the date of
Closing, all liability for Secured
Tax Claims shall be assumed by
the Purchaser.

Unimpaired.
Deemed to Accept.
2 Allowed
Priority
Claims
Paid in Cash in full from a portion
of the proceeds of the CTC
Settlement Payment, within 30
days following the Effective Date.

Unimpaired.
Deemed to Accept.
3 Allowed
Secured DIP
Claim of
Alpine Bank
Paid in Cash (or, if Alpine Bank is
the Purchaser, then per its
prevailing credit bid) from the net
proceeds of Sale at Closing, until
paid in full, with interest.

Unimpaired.
Deemed to accept the
Plan.
4 Allowed
Secured Pre-
Petition Claim
of Alpine
Bank
Paid in Cash (or, if Alpine Bank is
the Purchaser, then per its
prevailing credit bid) from the net
proceeds of Sale at Closing,
subject to Net Available Funds
following the payment in full of
Allowed Claims in Classes 1 and
3.

Impaired.
Entitled to Vote.

2
This Table is intended as a summary only. In the event of any inconsistency between this Table and the specific
treatment afforded under Article III of this Plan, Article III shall control.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
Class
Type of
Allowed
Claim or
Interest

Treatment Status
5 Allowed
Secured Claim
of Wilhelm
Paid in Cash (or if Wilhelm is the
Purchaser, then per his credit bid,
to the extent applicable) from the
net proceeds of Sale at Closing,
subject to Net Available Funds
Allowed Claims in Classes 1, 3
and 4.

Impaired.
Entitled to Vote.
6 Allowed
General
Unsecured
Trade Claims
Paid: (i) in Cash a Pro Rata Share
of the Trade Claims Escrow
designated and earmarked for the
payment of such claims; and (ii) to
the extent not paid in full from the
Trade Claims Escrow, in Cash
from Net Available Funds
Allowed Claims in Classes 1
through 5, such remaining unpaid
amount of any Allowed General
Unsecured Trade Claim shall be
treated in Class 7 and share pari
passu with all Member Deposit
Claims in Class 7.

Impaired.
Entitled to Vote.
7 Member
Claims
(A) Global Settlement Opt In
Claimants:

(i) Allowed Deposit
Claims, so long as duly Filed,
paid in Cash from the net
proceeds of Sale, subject to Net
Available Funds following the
payment in full of Allowed
Claims in Classes 1 through 5,
and application of Trade Claims
Escrow to Class 6. Pari passu
with any unpaid portion of
Allowed General Unsecured
Trade Claims;
Impaired.
Entitled to Vote.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
Class
Type of
Allowed
Claim or
Interest

Treatment Status
(ii) Releases set forth
in section 7.2 hereof; and
(iii) In the event a
judgment is obtained in the Class
Action, any recovery thereon, but
limited to insurance proceeds, if
any.

(B) Global Settlement Opt Out
Claimants:

(i) Member Deposit
and Class Action Claims Disputed.
If Allowed, such Claims shall be
paid in Cash from the net proceeds
of Sale, subject to Net Available
Funds following the payment in
full of Allowed Claims in Classes
1 through 5, and application of
Trade Claims Escrow to Class 6.
Pari passu with any unpaid
portion of Allowed General
Unsecured Trade Claims.
(ii) No Release from
Debtor or Global Settlement
Parties; and
(iii) Any Class Action
recoveries against third parties,
including insurance proceeds, if
any.


MHDocs 4069106_1 13152.1
4835-9057-5633.4
Class
Type of
Allowed
Claim or
Interest

Treatment Status
8 Allowed
Equity
Interests
There shall be no payment or
distribution on account of any
Equity Interest in the Debtor.
Equity Interests shall be retained
in a manner as determined by
Debtor and such Equity Holder
solely to effect a tax-neutral
transaction whereby such interests
receive no payment or distribution
on account of such interests, and
to wind up the Debtor's affairs.

Impaired.
Deemed to Reject

ARTICLE III.
PROVISIONS FOR THE TREATMENT OF ADMINISTRATIVE CLAIMS
3.1. Filing of Administrative Claims

3.1.1. The holder of any Administrative Claim that is incurred, accrued, or in
existence prior to the Effective Date other than (1) an Allowed Administrative Claim, (2)
a post-petition liability incurred and paid in the ordinary course of business by the
Debtor, or (3) a Claim arising pursuant to section 503(b)(9) of the Bankruptcy Code for
the value of goods received by the Debtor within twenty days before the Petition Date
and sold to the Debtor in the ordinary course of its business, must file with the
Bankruptcy Court and serve on all parties required to receive such notice, including,
without limitation, the Debtor, the Committee, Alpine, and the United States Trustee, an
application for the allowance of such Administrative Claim on or before thirty (30) days
following the Effective Date, which is the Administrative Claims Bar Date applicable to
such Claims. Such application must include, at a minimum, (i) the name of the holder of
the Administrative Claim, (ii) the amount of the Administrative Claim, and (iii) the basis
for the Administrative Claim.
3.1.2. Notwithstanding the foregoing, November 27, 2012 has been set by Order
of the Bankruptcy Court as the Administrative Claims Bar Date for holders of any
Administrative Claim arising pursuant to section 503(b)(9) of the Bankruptcy Code for
the value of goods received by the Debtor within twenty days before the Petition Date
and sold to the Debtor in the ordinary course of its business.
3.1.3. Failure to timely and properly File and serve an application for the
Allowance of an Administrative Claim by the applicable Administrative Claims Bar Date

MHDocs 4069106_1 13152.1
4835-9057-5633.4
set forth in the preceding section 3.1.2 shall result in the Administrative Claim being
forever barred and discharged.
3.2. Allowance

3.2.1. An Administrative Claim, other than a Professional Fee Claim, with
respect to which notice has been properly Filed, shall become an Allowed Administrative
Claim if no timely objection is Filed. If a timely objection is Filed, the Administrative
Claim shall become an Allowed Administrative Claim only to the extent Allowed by a
Final Order.
3.2.2. An Administrative Claim that is a Professional Fee Claim, and with
respect to which a fee application has been properly Filed and served shall become an
Allowed Administrative Claim only to the extent Allowed by a Final Order. Any party in
interest with standing to object to a Professional Fee Claim may File such an objection
thereto, but any objection must be Filed within fourteen (14) days after the date the fee
application is served. No hearing may be held until the fourteen (14) day objection
period has expired.
3.2.3. Notwithstanding the foregoing, all fees due and payable on or before the
Effective Date (a) pursuant to 28 U.S.C. 1930, as determined by the Bankruptcy Court
at the Confirmation Hearing, and (b) to the United States Trustee, shall constitute
Allowed Administrative claims without the need for the Filing of same.
3.3. Treatment. In full and final satisfaction of Allowed Administrative Claims, and
in accordance with section 1129(a)(9)(C) of the Bankruptcy Code, each Allowed Administrative
Claim shall, unless otherwise agreed, be paid in Cash by the Reorganized Debtor within fifteen
(15) days following the later of (a) the Effective Date, or (b) the date on which the Claim
becomes an Allowed Administrative Claim.

3.3.1. Full and Final Satisfaction. The Distributions, if any, provided in this
section 3.1 are in full and final settlement, release and satisfaction of each such holder's
Allowed Administrative Claim against the Debtor and the Estate.
ARTICLE IV.
PROVISIONS FOR THE TREATMENT OF CLASSIFIED CLAIMS, EQUITY
INTERESTS AND IDENTIFICATION OF IMPAIRED CLASSES
4.1. Class 1: Allowed Secured Tax Claims

4.1.1. Treatment. As provided in the Bankruptcy Court's Order approving the
Sale to the Purchaser, and unless otherwise agreed, Allowed Secured Tax Claims: (i) to
the extent due at the time of Closing, shall be paid in full in Cash from the net proceeds
of the Sale at the Closing or within fifteen (15) days following the later of the Effective
Date or the date on which the Claim becomes an Allowed Secured Tax Claim; and (ii) to
the extent not yet due at the time of Closing, shall be assumed by the Purchaser and shall

MHDocs 4069106_1 13152.1
4835-9057-5633.4
continue to encumber the Operating Assets with the same extent, validity, priority, and
enforceability as existed prior to the Sale.
Allowed Secured Tax Claim against the Debtor and the Estate.
4.1.3. Impairment and Voting. Class 1 is Unimpaired under the Plan. Holders
of Allowed Secured Tax Claims shall be deemed to have accepted the Plan.
4.2. Class 2: Allowed Priority Claims

4.2.1. Treatment. In full and final satisfaction of Allowed Priority Tax Claims
and all Allowed Priority Non-Tax Claims (collectively the "Allowed Priority Claims")
shall, unless otherwise agreed, be paid in full in Cash from the proceeds of that portion of
the CTC Settlement Payment (excluding the Trade Claims Escrow), which has been
expressly designated and earmarked for such Claims pursuant to the Global Settlement
and shall be administered by the Debtor on behalf of CPOA / CTC pursuant to this Plan.
Such Allowed Priority Claims shall be paid within thirty (30) days following the later of:
(a) the Effective Date, or (b) the date on which such Claim becomes an Allowed Priority
Claims.
Allowed Priority Claims against the Debtor and the Estate.
4.2.3. Impairment and Voting. Class 2 is Unimpaired under the Plan. Holders
of Allowed Priority Claims shall be deemed to have accepted the Plan.
4.3. Class 3: Allowed Secured DIP Claim of Alpine Bank

4.3.1. Treatment. In full and final satisfaction of the Allowed Secured DIP
Claim of Alpine Bank, the Allowed Secured DIP Claim of Alpine Bank shall, unless
otherwise agreed, be paid in full in Cash (or if Alpine Bank is the successful bidder, then
per its credit bid), with interest at the contracted rate, from the net proceeds of the Sale at
Closing.
section 4.3 are in full and final settlement, release and satisfaction of the holder's Allowed
Secured DIP Claim against the Debtor and the Estate.
4.3.3. Impairment and Voting. Class 3 is Unimpaired under the Plan. The
holder of the Allowed Secured DIP Claim shall be deemed to have accepted the Plan.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
4.4. Class 4: Allowed Secured Pre-Petition Claim of Alpine Bank

4.4.1. Allowance. Subject to verification as to calculation of amount only, the
Allowed Secured Pre-Petition Claim of Alpine Bank shall be deemed to be an Allowed
Secured Claim in the amount of $13,037,559.18 plus such amounts, if any as are
allowable under 11 U.S.C. 506(b).
4.4.2. Treatment. In full and final satisfaction of the Allowed Secured
Prepetition Claim of Alpine Bank, the Allowed Secured Prepetition Claim of Alpine
Bank shall, unless otherwise agreed, following the payment in full of Allowed Claims in
Classes 1 and 3, and subject to Net Available Funds, be paid in full in Cash (or if Alpine
Bank is the successful bidder, then per its credit bid) from the net proceeds of the Sale at
Closing.
section 4.4 are in full and final settlement, release and satisfaction of the holder's Allowed
Secured Prepetition Claim of Alpine Bank against the Debtor and the Estate.
4.4.1. Impairment and Voting. Class 4 is Impaired under the Plan. The holder
of the Allowed Secured Prepetition Claim of Alpine Bank shall be entitled to vote to
accept or reject the Plan.
4.5. Class 5: Allowed Secured Claim of Wilhelm

4.5.1. Allowance. Subject to verification as to calculation of amount only, the
Secured Claim of Wilhelm shall be deemed to be an Allowed Secured Claim in the
amount of $7,532,837.05, plus such amounts, if any, as are allowable under 11 U.S.C.
506(b). The Allowed Secured Claim of Wilhelm is expressly inclusive of all Claims that
have or may be asserted by Dr. Jeffrey Rush and the Rush Family Trust, and any person
or entity acting in whole or in part through such Persons, which Claims shall not be
separately Allowed.
4.5.2. Treatment. In full and final satisfaction of Allowed Secured Claim of
Wilhelm, the Allowed Secured Claim of Wilhelm shall, unless otherwise agreed,
following the payment in full of Allowed Claims in Classes 2 through 4, and subject to
Net Available Funds, be paid in Cash (or if Wilhelm is the successful bidder, then per his
credit bid, to the extent applicable) from the net proceeds of the Sale at Closing.
section 4.5 are in full and final settlement, release and satisfaction of each the holder's
Allowed Secured Claim of Wilhelm against the Debtor and the Estate.
4.5.4. Impairment and Voting. Class 5 is Impaired under the Plan. The holder
of the Allowed Secured Claim of Wilhelm shall be entitled to vote to accept or reject the
Plan.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
4.6. Class 6: Allowed General Unsecured Trade Claims

4.6.1. Treatment. In full and final satisfaction of Allowed General Unsecured
Trade Claims, each Allowed General Unsecured Trade Claim shall, unless otherwise
agreed, receive:
(a) A Pro Rata Share of the Trade Claims Escrow, which has been
expressly designated and earmarked for such purposes, pursuant to
the Global Settlement and shall be administered by the Debtor on
behalf of CPOA / CTC pursuant to this Plan; and
(b) To the extent not paid in full pursuant to the disbursements from the
Trade Claims Escrow, and following the payment in full of
Allowed Claims in Classes 2 through 5, paid in Cash from Net
Available Funds pari passu with all Allowed Claims in Class 7.
4.6.2. Distributions to Class 6 shall be made within thirty (30) days following the
later of (1) the Effective Date, or (2) the date on which such Claim becomes Allowed.
Allowed General Unsecured Trade Claim against the Debtor and the Estate.
4.6.4. Impairment and Voting. Class 6 is Impaired under the Plan. The holders
of an Allowed General Unsecured Trade Claim shall be entitled to vote to accept or reject
the Plan.
4.7. Class 7: Member Claims

4.7.1. Class 7(A): Global Settlement Opt In Claimants

(a) Treatment. In accordance with the Global Settlement Order and in
full and final satisfaction of their Claims against the Debtor,
Members who Opt In to the Global Settlement shall, unless
otherwise agreed, receive the following treatment on account of
such Claims:
(1) Allowance of their Member Deposit Claims, if duly Filed,
which, following the payment in full of Allowed Claims in
Classes 2 through 5 and the application of the Trade Claims
Escrow to pay Allowed Claims under Class 6, shall be paid
in Cash from Net Available Funds, and shall share pari
passu with any unpaid Allowed Claims in Class 6;
(2) The full benefit of the Releases of the Debtor's members by
the Debtor and other parties to the Global Settlement, as set

MHDocs 4069106_1 13152.1
4835-9057-5633.4
forth in the Global Settlement Order and Section 7.2 of this
Plan; and
(3) Only in the event of a judgment or settlement entered in the
Class Action, pro rata Distribution of any recovery actually
paid on said judgment or settlement, if any, only to the
extent of recovery against any remaining Insurance
Proceeds, if any.

4.7.2. Class 7(B): Global Settlement Opt Out Claimants

(a) Treatment. In full and final satisfaction of their Claims against the
Debtor, Members who Opt Out of the Global Settlement before the
Class Action Court shall, unless otherwise agreed, receive the
following treatment on account of such Claims:
(1) The Claims of such Claimants, including but not limited to
their Member Deposit Claims and any Claims asserted in
the Class Action, are expressly Disputed. If Allowed, and
only in the event of a judgment or settlement entered in the
Class Action, such Claims following the payment in full of
Allowed Claims in Classes 2 through 5 and the application
of the Trade Claims Escrow to pay Allowed Claims under
Class 6, shall be paid in Cash from any remaining Net
Available Funds, and shall share pari passu with any
unpaid Allowed Claims in Classes 6 and 7(A) with respect
thereto. For the avoidance of doubt, the Plan Agent shall
not be required to reserve any funds, from the Trade Claims
Escrow, net proceeds of Sale, or otherwise, for the payment
of such Disputed Claims in Class 7(B).

(2) Claimants who Opt Out of the Global Settlement shall not
receive the benefit of any release by or from Debtor or any
other parties to the Global Settlement; and

(3) Only in the event of a judgment or settlement entered in the
Class Action, any recoveries against third parties, and pro
rata Distribution of any remaining Insurance Proceeds to be
actually paid on said judgment or settlement, if any.

4.7.3. Distribution, if any, provided in this section 4.7 shall be made within thirty
(30) days following the later of (1) the Effective Date; or (2) the date on which such
Claim becomes Allowed.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
Allowed Subordinated Member Deposit Claim against the Debtor and the Estate.
4.7.5. Impairment and Voting.
(a) Class 7(A) is Impaired under the Plan. Global Settlement Opt In
Creditors shall be entitled to vote to accept or reject the Plan.
(b) Class 7(B) is Impaired under the Plan. Global Settlement Opt Out
Creditors shall be entitled to vote to accept or reject the Plan.

4.8. Class 8: Equity Interests

4.8.1. Treatment. There shall be no payment or distribution on account of any
Equity Interest in the Debtor. On the Effective Date, all Equity Interests in the Debtor
and all documents and instruments evidencing the same and evidencing any ownership of
the Debtor are to be retained in a manner as determined by Debtor and such Equity
Holder, solely to effect a tax-neutral transaction whereby such interests receive no
payment or distribution on account of such interests, and without need for further order,
document, or action, and for no other purpose than winding up the Estate's affairs and
terminating or otherwise resolving the Debtor's existence.
4.8.2. Impairment and Voting. Class 8 is Impaired under the Plan and is deemed
to reject the Plan.
ARTICLE V.
ACCEPTANCE OR REJECTION OF THE PLAN;
EFFECT OF REJECTION BY ONE OR MORE CLASSES
5.1. Acceptance of Plan by Class of Claims. A Class of Claims shall have accepted
the Plan if the Plan is accepted by Creditors holding at least two-thirds (2/3) in amount and more
than one-half (1/2) in number of the Claims within such Class for which votes are cast by the
Voting Deadline. Classes 4 through 7(A) and 7(B) are Impaired for purposes of voting on
the Plan, and will be solicited to vote to accept or reject the Plan. Class 8 Equity
Interests, are also Impaired under the Plan, but holders of Equity Interests in such Class
are scheduled to receive no property under the Plan on account of such interests, and
therefore, Class 8 is deemed to reject the Plan.

5.2. Deemed Acceptance of Plan. Classes 1 through 3 are not Impaired under the
Plan. Therefore, these Classes are deemed to have accepted the Plan pursuant to section 1126(f)
of the Bankruptcy Code, and votes on the Plan by the holders of Claims in Classes 1 through 3
will not be solicited.

5.3. Cramdown. The Plan Proponents reserve the right to request that the Bankruptcy
Court confirm the Plan pursuant to the provisions of section 1129(b) of the Bankruptcy Code.


MHDocs 4069106_1 13152.1
4835-9057-5633.4
5.4. Controversy Concerning Impairment. If a controversy exists as to whether any
Claim or Class of Claims is Impaired or not Impaired under the Plan, the Bankruptcy Court will
decide that controversy following motion by the contesting party.

ARTICLE VI.
MEANS FOR IMPLEMENTATION OF PLAN
6.1. Global Settlement. The Debtor and Committee propose this Joint Plan in order
to provide for payment of claims of creditors of the Estate, to liquidate the Assets of the Estate
and to accomplish the Global Settlement by and among the Approving Parties. The Global
Settlement contemplates the Filing and confirmation of this Plan in order to effectuate the terms
and settlements described therein and approved by the Bankruptcy Court by its Global
Settlement Order, including, without limitation:

6.1.1. The disbursement of proceeds of the CTC Settlement Payment as
specifically designated and required pursuant to the settlement of the CTC Litigation, and
the Debtor's administration thereof on behalf of the payors pursuant to the terms of this
Plan;
6.1.2. The compromise of the Claims of members of the Club against the Debtor
Wilhelm and certain Wilhelm Parties, and partial settlement of the Class Action, through,
inter alia, the Allowance, partial subordination, and treatment of the Member Deposit
Claims of those members who opt in to the Global Settlement in the Class Action, as set
forth in this Plan;
6.1.3. The Sale of the Operating Assets free and clear of Liens, claims and
encumbrances (other than those claims, liens and encumbrances specifically set forth in
the Bid Procedures and/or the APA); and
6.1.4. The repayment of post-petition financing provided by Alpine to the Debtor
pursuant to the Global Settlement, and the compromise and treatment of the Secured Pre-
Petition Claim of Alpine Bank and Secured Claim of Wilhelm.
6.2. Sale of Assets. To accomplish the terms of the Global Settlement, the Operating
Assets of the Estate have been marketed for sale pursuant to the Sale / Procedures Motion and
the Bid Procedures. To the extent not previously approved by the Bankruptcy Court prior to the
Confirmation Hearing, at the Confirmation Hearing, the Bankruptcy Court shall approve the Sale
of the Operating Assets to the Successful Bidder or Backup Bidder, as defined and provided in
the Bid Procedures. The Purchaser shall be provided and be entitled to all protections provided
under the Bankruptcy Code, including but not limited to the protection of Section 363(m) of the
Bankruptcy Code. Further, it is the intent to effectuate the Sale of the Operating Assets in a tax
efficient manner for the mutual benefit of the Estate and the Purchaser. If any Wilhelm Party is
selected as the Successful Bidder or Back Up Bidder and the transaction actually closes with
such Wilhelm Party, pursuant to the Bid Procedures, then such Wilhelm Party shall:

(a) transfer or cause to be transferred to an entity (other than CTC) to
be jointly designated by the CMD, the CPOA and the Member

MHDocs 4069106_1 13152.1
4835-9057-5633.4
Representatives, for no additional consideration, the Debtors
ownership interests in (a) the Short Course, (b) the Trailhead
facilities and (c) the Athletic Club facilities, by the later of: (i)
Closing, or (ii) the date on which both the Global Settlement Order
shall have been entered, and the Global Settlement shall have been
approved by the Court presiding over the Class Action; and
(b) If any memberships are offered in a club which utilizes any of the
Operating Assets, then the memberships must be offered to all past
and present members of the Club on the same terms as anyone else.
6.3. Class Action Litigation.

6.3.1. Partial Settlement of Class Action. The Term Sheet provides for a partial
settlement of the Class Action for class members who do not opt out after a notice period.
Those remaining in the class are limited to seeking recovery of any judgment obtained in
their favor solely from proceeds of the insurance policy and not from the Debtor or any of
the other defendants in the Class Action Lawsuit. Those members of the Class who do
not Opt Out of this settlement shall also be included in the mutual release described in the
Term Sheet. The Global Settlement Order granted relief from the automatic stay to allow
the Class Action Lawsuit to proceed against the Debtor with recovery limited to
insurance proceeds, as provided in the Term Sheet.

6.3.2. The Debtor and Wilhelm make no representation or warranty that the
claims asserted in the Class Action Lawsuit are covered by the insurance policy. The
parties will seek court approval of the Class Action Settlement in the District Court for
Eagle County as provided in the Term Sheet.

6.3.3. The mutual releases provided for in the Term Sheet shall not be effective
until approval by the District Court for Eagle County and accepted by class members
opting in to the settlement described in the Term Sheet.

6.3.4. After approval of the Class Action Settlement by the Eagle County
District Court, with respect to members who elect to opt out of the Class Action
Settlement, the Debtor shall assign and transfer all claims and causes of action it could
have or may have asserted against any member that opts out of the Class Action
Settlement to Wilhelm. Debtors defense costs are covered under an insurance policy and
Debtor shall continue to receive benefits under the policy in connection with ongoing
litigation of the Class Action.

6.4. CTC Settlement Payment. On the Effective Date, the Debtor shall administer
the remaining balance of the CTC Settlement Payment according to the provisions of this Plan,
including: (i) the administration and disbursement of the Trade Claims Escrow, on behalf of, and
as designated and earmarked by CPOA / CTC, to and for the benefit of the holders of Allowed
General Unsecured Trade Claims against the Debtor as provided for in Class 6; and (ii) the
administration and disbursement of the amount of $1 million, on behalf of, and as designated and

MHDocs 4069106_1 13152.1
4835-9057-5633.4
earmarked by CPOA / CTC, to pay (a) the expenses of administration of the Estate, including all
Professional Fee Claims of the Debtor and the Committee, and (b) non-member Allowed Priority
Claims against the Debtor as provided for in Class 2.

6.5. Revesting of Estate Assets. Effective as of the Effective Date, all remaining
Assets of the Debtor and the Estate, including the Retained Causes of Action, Excluded Assets as
defined in the APA, including all Debtors original books and records shall revest in the
Reorganized Debtor, solely for purposes of administering this Plan, and for the benefit of
Creditors of the Estate. The revesting of such Assets pursuant to the terms of this Plan, to the
fullest extent permitted by law, shall be exempt from all stamp taxes and similar taxes within the
meaning of section 1146(c) of the Bankruptcy Code. Specifically: (i) upon the Filing by the
Debtor of its notice of the Effective Date, without the need for any further action by any Person
or the Bankruptcy Court, all Retained Causes of Action held by the Estate against any Person,
shall revest in the Reorganized Debtor for all purposes. Additionally, the Debtor, through its
managing member, shall retain all original books and records and all necessary computer
equipment to allow access to same, at the managing members sole cost and expense, and shall
maintain such books and records, and computer equipment until the later of a period of three (3)
years or entry of the Final Decree and thereafter shall transfer such books and records and
computer equipment to the Purchaser, or, at the election of the Purchaser, in its sole discretion,
may dispose of the books and records, and computer equipment in such manner as the managing
member sees fit in its sole and absolute discretion.

6.6. General Corporate Matters. Dan L. Fitchett, Jr., or such other Person as may
be appointed by the Court with the recommendation of the Debtor and Committee, shall act as
the Plan Agent and shall take such action as is necessary under the laws of the State of Colorado,
federal law, and other applicable law to effect the terms and provisions of the Plan, shall ensure
that it is, and remains, in compliance with applicable federal, state and local laws, and shall
otherwise comply with its obligations and duties under the Plan.

6.6.1. Following the Effective Date, the Reorganized Debtor, through the Plan
Agent, shall conduct no business other than the implementation of this Plan. Once the
Reorganized Debtor, through the Plan Agent, has completed making Distributions
provided for under this Plan, and provided that it is practical without adversely impacting
the administration of the Plan, the Reorganized Debtor, through the Plan Agent, shall be
discharged from its duties as Reorganized Debtor, and the Plan Agent shall promptly take
such actions as are necessary and appropriate to wind down the Reorganized Debtor's
affairs pursuant to this Plan.
6.6.2. The Plan Agent shall be authorized and entitled to execute any and all
shareholder consents and/or resolutions reasonably necessary to cause such formal
termination or other disposition if appropriate. On the Effective Date, the Debtor's
articles, bylaws, operating agreements and other governing, formation and organizational
documents, shall be deemed modified and amended to the extent necessary to effectuate
this provision of the Plan and the Plan Agent, shall, pursuant to this Plan, be authorized
and entitled to accomplish such modifications and amendments.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
6.7. Cancellation of Notes and Instruments; Release of Liens. On the Effective
Date, all promissory notes, stock certificates, or other instruments evidencing a Claim shall be
cancelled and the holders thereof shall have no rights by reason thereof, and such instruments
shall evidence no rights, except the right to receive the Distributions, if any, to be made to
holders of such instruments under the Plan. Notwithstanding the foregoing, with respect to
Equity Interests, holders shall receive the treatment provided for in Class 8, including that all
documents and instruments evidencing the same and evidencing any ownership of the Debtor are
to be retained in a manner as determined by Debtor and such Equity Holder, solely to effect a
tax-neutral transaction whereby such interests receive no payment or distribution on account of
such interests.

6.8. Exemption from Transfer Taxes. In accordance with section 1146(a) of the
Bankruptcy Code, the making and/or delivery of any instrument of transfer of the Operating
Assets under, or pursuant to the terms of, this Plan shall not be taxed under any law imposing a
stamp tax or similar tax. The Confirmation Order shall direct the appropriate state or local
government officials or agents to forego collection of any such tax or governmental assessment
and to accept for filing and recordation instruments or other documents pursuant to such transfer
of property without the payment of any such tax or governmental assessment.

6.9. The Committee.

6.9.1. Dissolution of the Committee. From and after the Effective Date, the
Committee shall be deemed dissolved, shall no longer continue to act and shall have no
further rights or responsibilities.
6.10. The Plan Agent

6.10.1. Creation and Governance. Commencing on the Effective Date, the
Debtor's continuing financial affairs shall be subject to review and approval by the Plan
Agent. The Plan Agent shall be appointed in the Confirmation Order and shall serve until
the earliest of resignation or replacement. The Plan Agent shall not incur liability to any
Person by reason of the discharge of their duties as set forth herein, except in the case of
gross negligence or willful misconduct. The Plan Agent shall receive hourly
compensation at a flat rate to be determined, shall keep detailed time records of time
spent on matters called for hereunder, and shall receive reimbursement of expenses from
the Reorganized Debtor as a post-petition administrative expense. The Plan Agent shall
set up a reserve fund in the amount of $______ which shall be funded from the CTC
Settlement Payment, excluding the Trade Claims Escrow, for the payment of the Plan
Agents fees and expenses.
6.10.2. Rights and Powers. The Plan Agent shall have the following rights and
powers: (a) to effectuate the Disbursements contemplated under the Plan; (b) to review
and comment upon any proposed amendment to the Plan; provided, the Reorganized
Debtor shall have the right to seek amendment as allowed by the Bankruptcy Code and
Bankruptcy Rules notwithstanding that any such amendment is not consented to by the
Plan Agent; (c) to request financial information from the Reorganized Debtor from time

MHDocs 4069106_1 13152.1
4835-9057-5633.4
to time in its reasonable discretion, subject to a confidentiality agreement; (d) upon the
occurrence of any Default under the Plan, to move the Bankruptcy Court for an order for
appropriate relief; (e) to review Claims and Retained Causes of Action and address
whatever action is warranted and to commence, resolve, or settle any Retained Causes of
Action or Avoidance Actions; (f) to administer and/or abandon any Excluded Assets as
defined in the APA; and (g) to take such other actions expressly provided in the Plan.
6.11. Post-Confirmation United States Trustee Fees. The Reorganized Debtor shall
pay post-confirmation fees pursuant to 28 U.S.C. section 1930 to the extent required by law. The
amount of fees due the United States Trustee will be calculated based on applicable bankruptcy
law as of the Confirmation Date; provided, that if such fees are thereafter eliminated or reduced,
such lower amount shall apply.

6.12. Post-Confirmation Retention and Payment of Professionals. The Plan Agent
and Reorganized Debtor shall have the rights and powers provided for by this Plan. In carrying
out their responsibilities under the Plan, the Plan Agent and Reorganized Debtor shall be entitled
to employ such counsel as may be necessary, in their discretion, to assist in the performance of
their duties under the Plan, without further order of the Bankruptcy Court. The Plan Agent shall
set up a reserve fund in the amount of $_______ which shall be funded from the CTC Settlement
Payment, excluding the Trade Claims Escrow, for the reserve fund or some other manner for
payment of professional persons retained by the Plan Agent or Reorganized Debtor.

6.13. Payment of the Plan Agent and Professionals' Fees and Expenses After the
Confirmation Date. Except as set forth herein to the contrary, the fees and costs of the Plan
Agent and any professional persons employed by the Reorganized Debtor or Plan Agent after the
Confirmation Date need not be approved by the Bankruptcy Court. Professional persons and
Plan Agent may invoice the Plan Agent directly, and the Plan Agent may pay such invoices
without further order of the Bankruptcy Court; provided, however, that in the event of a dispute
between the Plan Agent and the professional person regarding such compensation or
reimbursement, the professional person shall submit an application to the Bankruptcy Court for
review of the request for compensation and reimbursement, and the Bankruptcy Court retains
jurisdiction to hear and approve such application and order payment thereon. Such post-
Confirmation Date request for compensation for services rendered and reimbursement of
expenses shall be considered an ordinary operating expense, and the Reorganized Debtor shall be
liable for such expense with such liability capped at $________ for the Plan Agent and
$________ for any professional persons employed by the Plan Agent or Reorganized Debtor.

6.14. Post-Confirmation Notices and Reports. Within one hundred and twenty (120)
days of the entry of the Confirmation Order, the Plan Agent shall file a status report with the
Bankruptcy Court explaining what progress has been made toward consummation of the
confirmed Plan and shall provide an accounting of the post-Effective Date administrative
expenses of the Plan Agent and any professional person retained by the Reorganized Debtor or
Plan Agent in connection with post-Effective Date administration. The status report shall be
served on the United States Trustee, the Reorganized Debtor and those parties who have
requested special notice after Confirmation. Further status reports shall be filed by the Plan
Agent every one hundred and twenty (120) days thereafter and served on the same Persons.

MHDocs 4069106_1 13152.1
4835-9057-5633.4

6.14.1. Notice of Confirmation and Effective Date. The Debtor and/or the
Reorganized Debtor shall serve notice of Confirmation and notice of the occurrence of
the Effective Date upon all Creditors, Equity Security Holders and other parties-in-
interest within ten (10) days after the entry of the Confirmation Order and the occurrence
of the Effective Date, respectively.
6.15. Default under the Plan

6.15.1. Plan. Notwithstanding any contrary provision in this Plan, the Disclosure
Statement, any pleading or other document filed in this Bankruptcy Case, or any other
document, contract or agreement, except as expressly provided therein otherwise, should
the Reorganized Debtor fail in any material respect to timely perform its duties and
commitments under the Plan, including, but not limited to, making the payments to
Creditors called for hereunder, any party in interest adversely affected by such failure
may give the Reorganized Debtor notice, in writing of such failure to perform (a "Notice
of Default") in the manner specified in Article 12.14 below. If such underlying default is
not cured within thirty (30) days of such Notice of Default, the adversely affected party
may file a motion with the Bankruptcy Court, to be heard on no less than ten (10) days
notice, to determine what relief may be appropriate because of such default, including,
but not limited to, entry of an order to timely perform under the Plan, dismissal of the
Bankruptcy Case, conversion of the Bankruptcy Case to a case under Chapter 7, or
appointment of a trustee.
6.15.2. Cure of Prior Defaults. As of the Effective Date, except as provided for in
the Plan, any defaults by the Debtor under any nonbankruptcy agreement shall be deemed
cured, and any and all notices of default or sales given, filed or recorded by any Creditor
prior to the Effective Date shall be deemed null and void, and shall have no further force
or effect.
6.16. Final Decree. Once the Plan has been fully administered as referred to in
Bankruptcy Rule 3022, the Reorganized Debtor, through the Plan Agent, shall file a motion with
the Bankruptcy Court to obtain a final decree to close the Bankruptcy Case. Notwithstanding the
entry of a final decree and/or the closing of the Bankruptcy Case, the Bankruptcy Court shall
retain jurisdiction to hear and determine matters as set forth in Article XIII of the Plan, including
without limitation to determine objections to Claims, adversary proceedings and tax matters,
without reopening the Bankruptcy Case.

6.17. Section 1129(a) (4) Payments Subject to Bankruptcy Court Review. As
required by section 1129(a)(4) of the Bankruptcy Code, all payments made or to be made by a
Plan Proponent, or by the Debtor for services or for costs and expenses in or in connection with
the Case, or in connection with the Plan and incident to the Case, are subject to approval of the
Bankruptcy Court as reasonable. To the extent that any such payment is not subject to the
procedures and provisions of sections 326-330 of the Bankruptcy Code, then such Bankruptcy
Court approval shall be deemed to have been given through entry of the Confirmation Order
unless, within ninety (90) days of such payment or request for such payment, the Bankruptcy

MHDocs 4069106_1 13152.1
4835-9057-5633.4
Court, the United States Trustee, the party making the payment, or the party receiving the
payment challenges or seeks approval of the reasonableness of such payment. No other parties
or entities shall have standing to make such a challenge or application for approval. Nothing in
this provision shall affect the duties, obligations and responsibilities of any entity under sections
326-330 of the Bankruptcy Code.

6.18. Limitations on Liability. Notwithstanding anything to the contrary contained in
the Plan, on or after the Confirmation Date, and except to the extent covered by insurance, none
of the Debtor (as Debtor and/or Debtor-in-possession), the Reorganized Debtor, the Plan Agent,
the Committee members, nor any of their respective employees, shareholders, partners, directors,
attorneys, accountants, representatives, agents or professional persons employed by any of them,
shall have or incur any liability to any Person for actions taken or omitted to be taken in
connection with or relating to the formulation or confirmation of the Plan, the Disclosure
Statement or any contract, instrument, release or other agreement or document created in
connection with this Plan, other than for willful misconduct or fraud.

6.19. Bankruptcy Court Approval Relative to Post-Confirmation Matters. Nothing
contained in the Plan shall be deemed to impair in any manner the right of any party in interest,
including, without limitation, the Debtor, to seek at any time after the Confirmation Date orders
of the Bankruptcy Court approving actions to be taken consistent with the Plan as may be
necessary or desirable to effectuate the provisions of the Plan.

ARTICLE VII.
EFFECTS OF CONFIRMATION OF PLAN;
RELEASES, PRESERVATION, INJUNCTION AND EXCULPATION
7.1. Binding Effect of Plan. Upon the Effective Date, the Plan and each of its
provisions shall be binding on the Plan Proponents, the Debtor, the Reorganized Debtor, all
Creditors, all Equity Interest holders, and all Persons acquiring property under the Plan, whether
or not they voted to accept the Plan, whether or not they had a right to vote on the Plan, whether
or not any Claim, or Equity Interest held by any of them is Impaired under the Plan, whether or
not any Claim or Equity Interest held by any of them is Allowed in full, only in part, or
Disallowed in full, and whether or not a Distribution is made to any of them under the Plan.

7.2. Releases. Effective as of the Effective Date, unless previously effectuated by the
Global Settlement Order and/or the Courts presiding over the CPOA / CTC Litigation and the
Class Action, as applicable, the Debtor, CGH, WFP, CFB, WFPI, CGHM, CFB, Wilhelm and
Patrick Wilhelm, and their affiliates, on the one hand, and the Committee, CTC, CPOA, CMD,
CVCPOA, TSPOA, the Member Representatives, individually and as representatives of the
certified class represented by the Member Representatives, and each of the members of such
class who do not opt out of the Global Settlement (subject to approval by the Court presiding
over the Class Action), and each member and former member not represented by the Class, and
all past, present, and future board members and officers of CTC, CPOA, CMD, CVCPOA, and
TSPOA, including but not limited to those named as defendants in the CPOA / CTC Litigation
and including but not limited to the CPOA Individuals and the CTC Individuals, on the other
hand, and their respective affiliates, agents, attorneys, representatives, successors and assigns,

MHDocs 4069106_1 13152.1
4835-9057-5633.4
fully and forever release, discharge, waive and acquit one another and their respective affiliates,
agents, employees, consultants, attorneys, representatives, predecessors, successors,
shareholders, officers, directors, Committee members, limited liability company members, heirs
and assigns, from and against any and all offsets, defenses, claims, counterclaims, actions,
proceedings, obligations, demands, debts, causes of action, and any other liability or loss,
whether known or unknown, at law or in equity, arising out of any fact, matter, act or
circumstance from the beginning of time to the Effective Date of the Plan that relates to the
Bankruptcy Case, the CPOA / CTC Litigation, the Class Action or the Club, and all matters
related, connected or incidental thereto.

7.2.1. Without limiting the generality of the foregoing:
(a) all claims in the CPOA / CTC Litigation are resolved pursuant to
the Global Settlement and the terms of this Plan, and the plaintiffs
in the CTC Lawsuit shall file a Notice of Dismissal with prejudice
with the Court presiding over the CPOA / CTC Litigation upon
payment of the CTC Settlement Payment;
(b) any claims against any Club member or former member for 2011 or
2012 Club dues, Club minimums, or late fees or other alleged
obligations are released; provided, however, any obligations which
arose on or after the Petition Date related to actual use of the Club
or actual receipt of actual services from the Debtor (including,
without limitation, food, drink or use of the golf facilities) shall not
be released. Further, all members who have or in the future resign
from the Club are hereby released from any liability associated with
the Membership Documents, including any obligation to continue
paying dues for any period into the future;
(c) Members are hereby deemed to have waived claims arising out of
the rejection of the Membership Documents, save and except only
Member Deposit Claims.
7.2.2. Notwithstanding any other provision of section 7.2, of this Plan, the
releases provided in this Plan shall not extend to the following:
(a) The Claims asserted by the Member Representatives and the
members of the certified class represented by the Member
Representatives in the Class Action, nor to any of the defenses and
offsets thereto in the Class Action Lawsuit by the Debtor, CGH,
WFP, WFPI, CFB, CGHM, Wilhelm and Patrick Wilhelm;
provided that recovery by the Member Representatives and the
members of the certified class represented by the Member
Representatives in the Class Action, if any, shall be limited to any
insurance coverage applicable to such claims and the proceeds of
such coverage, regardless of whether any such coverage is
ultimately available. The Debtor, CGH, WFP, CFB, WFPI,

MHDocs 4069106_1 13152.1
4835-9057-5633.4
CGHM, Wilhelm, and Patrick Wilhelm make no representation
regarding the existence or availability of any insurance coverage for
the Class Action and retain all rights under any potentially
applicable policy of insurance. However, the Debtor, CGH, WFP,
CFB, WFPI, CGHM, Wilhelm, and P. Wilhelm do specifically
warrant and represent that the disclosure made by them in the Class
Action, pursuant to C.R.C.P. 26(a)(1), with respect to insurance
coverage, is true, accurate and complete. Nothing in this Plan or
the Global Settlement shall be deemed or construed as an admission
of liability or as an admission of any measure of damages by the
Debtor, CGH, WFP, CFB, WFPI, CGHM, Wilhelm or Patrick
Wilhelm related to any claim asserted against them in the Class
Action. Member Representatives and the members of the certified
class represented by the Member Representatives in the Class
Action shall not execute any judgment or assert any claim for
attorneys fees or costs against the assets of Debtor, CGH, WFP,
CFB, WFPI, CGHM, Wilhelm or Patrick Wilhelm, other than their
rights to any applicable insurance coverage;
(b) The Member Deposit Claims shall be deemed allowed (to the extent
such members file timely proofs of claim), but subordinated as
provided in section 4.7 of this Plan; provided, however, that
nothing herein shall restrict the right of the Debtor or any other
party in interest to object to a Member Deposit Claim to the extent
such claim exceeds the amount of the deposit(s) actually paid by
such member;
(c) Any claim of any Party for a breach of any obligation imposed by
this Plan or the Global Settlement;
(d) Any Allowed Secured Tax Claim;
(e) The Allowed Pre-Petition Secured Claim and Allowed Secured DIP
Claim of Alpine Bank;
(f) The Allowed Secured Claim of Wilhelm; and
(g) Claims, if any, which the Debtor, CGH, CFB, WFP, WFPI, CGHM,
Wilhelm or Patrick Wilhelm may have against any member who
exercises the right to opt out of the Class Action Settlement.
7.3. Releases by Holders of Claims and Equity Interests. Except as otherwise
specifically provided in this Plan and to the extent permitted by applicable law and approved by
the Bankruptcy Court, other than the right to enforce the Plan, for and in consideration of the
Plan treatment, each holder of a Claim or Equity Interest voting in favor of the Plan or
failing to opt out of the Global Settlement before the Court presiding over the Class Action
shall be deemed to forever release, waive and discharge the Debtor, the Committee, the Plan

MHDocs 4069106_1 13152.1
4835-9057-5633.4
Agent, the Purchaser, their respective attorneys, consultants and advisors, of and from any and
all Claims, demands, causes of action and the like, relating to the Debtor or the Bankruptcy Case,
existing as of the Effective Date or thereafter arising from any act, omission, event, or other
occurrence that occurred on or prior to the Effective Date, whether direct or derivative,
liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed,
known or unknown, foreseen or unforeseen, in law, equity or otherwise.

7.4. Preservation of Claims and Causes of Action. Except as otherwise determined
by the Bankruptcy Court and subject to any releases in this Plan, (a) all Causes of Action,
including, without limitation, all of the Causes of Action arising under chapter 5 of the
Bankruptcy Code, shall be waived and released by the Debtor, except for the Retained Causes of
Action which are retained for assertion by the Reorganized Debtor and shall revest in the
Reorganized Debtor. The Plan Agent shall have the authority and standing to prosecute, enforce,
pursue, sue, settle or compromise (or decline to do any of the foregoing) Retained Causes of
Action in the name of the Reorganized Debtor or Estate, and shall be deemed appointed as the
representative of the Reorganized Debtor and its Estate in accordance with section 1123(b)(3) of
the Bankruptcy Code for the purposes of same.

7.5. Causes of Action. The Debtor, prior to the Effective Date, and the Plan Agent
shall have the power and authority to prosecute, compromise or otherwise resolve Causes of
Action and Avoidance Actions. Avoidance Actions shall be brought by the Avoidance Action
Date. Confirmation of the Plan affects no settlement, compromise, waiver or release of any
Cause of Action or Avoidance Action unless the Plan or Confirmation Order specifically and
unambiguously so provides. The failure to disclose, describe or mention any particular Cause of
Action, including without limitation any Avoidance Action, is not and shall not be construed as a
settlement, compromise, waiver or release of such Cause of Action or Avoidance Action and the
Plan Proponents disavow any res judicata, preclusive or other effect that entry of the
Confirmation Order may have on the standing of the Reorganized Debtor or Plan Agent to
pursue, prosecute, and/or recover upon, such Cause of Action or Avoidance Action.
Notwithstanding the rights of the Debtor, Reorganized Debtor or Plan Agent with respect to
Causes of Action and Avoidance Actions, nothing in the Plan shall require the Debtor or the Plan
Agent to prosecute or litigate any such matters. The Claims Objection Date shall not apply to
Causes of Action seeking affirmative relief, recovery or offset, whether initiated by the filing of
a complaint, motion, counterclaim or otherwise, and regardless of whether the Cause of Action
could be or could have been a basis for an objection to a Claim. Any Net Litigation Proceeds
realized from pursuit of Causes of Action will be made available for Distribution on Allowed
Claims in accordance with the provisions of the Plan (provided, no Claimsholder shall be entitled
to receive a greater amount than the amount of its Allowed Claim). Notwithstanding anything
herein to the contrary, and as set forth in more detail in the Disclosure Statement, the Debtor is
unaware of any Cause of Action or Avoidance Action which it currently is aware of, or intends
to pursue or for the Plan Agent to pursue, other than the Claims and Causes of Action held by the
Debtor against Claimants who Opt Out of the Global Settlement before the Class Action Court,
which Claims and Causes of Action shall be transferred and assigned to Wilhelm.

7.5.1. Notwithstanding the foregoing, effective upon the date on which the
Global Settlement is approved by the Court presiding over the Class Action, then all

MHDocs 4069106_1 13152.1
4835-9057-5633.4
claims and causes of action which the Debtor may have or could have asserted against
any member who elects to opt out of the Global Settlement shall be transferred and
assigned to Wilhelm.
7.6. Compromise of Controversies. After the Effective Date, all settlements of
Claims and Causes of Action may be settled by the Plan Agent and/or the Reorganized Debtor
without notice and a hearing and without an order of the Bankruptcy Court. In the event
Bankruptcy Court approval for any such settlement is sought, Bankruptcy Court approval of
compromises of any controversies relating to objections to Claims, Causes of Action and any
litigation pending after the Effective Date may be obtained on an expedited basis after the
Effective Date. Notice of any such proposed compromise shall be provided to the following
entities: (i) the Reorganized Debtor and the Reorganized Debtor's counsel; (ii) the Plan Agent;
(iii) the United States Trustee; and (iv) any Creditor who files and serves upon the Debtor and its
counsel after the Confirmation Date a request for special notice of any such compromises.
Objections to any such proposed compromise shall be filed within ten (10) Business Days
(without extension due to service by mail) after service of the notice of the proposed
compromise. In the event that no objections to the proposed compromise are timely filed, the
compromise shall be deemed approved, and an order may be entered by the Bankruptcy Court
approving the compromise, without the need for further notice or hearing with respect thereto.
Nothing herein shall preclude seeking the approval of any controversy in any other manner
permitted by the Bankruptcy Code, the Bankruptcy Rules or the Plan.

7.7. Injunction Against Interference with Plan. Upon the Effective Date:

7.7.1. All holders of Claims, all Creditors, all holders of Equity Interests, all
Persons acquiring property under the Plan, and all other parties in interest in the
Bankruptcy Case, along with their respective current and former attorneys, counselors,
consultants, officers, directors, principals, trustees, trust representatives, employees and
agents, shall be and are hereby enjoined from taking any action to interfere with the
implementation or consummation of the Plan or in violation of the provisions hereof;
7.7.2. The Approving Parties shall be and are hereby enjoined from making
disparaging statements about one another in future communications with third parties;
provided that this provision shall not limit the parties or a witness in the pursuit or
defense of the claims or in presenting any testimony or conducting or participating in any
discovery in the Class Action, and provided further that the Committee, CTC, CVCPOA,
TSPOA, CMD, CPOA and Member Representatives shall have no liability for statements
made by any other individual property owner or other class member, including but not
limited to statements made in any meeting or other forum sponsored or held by the CMD
and/or the CPOA; and
7.7.3. In the event a Causes of Action, Claim, or suit is asserted that violates the
provisions of section 7.5.1 or 7.5.2, the Bankruptcy Court shall retain sole and exclusive
jurisdiction over such action, Claim or suit.
7.8. Term of Injunctions or Stays. Unless otherwise expressly provided in the Plan
or in the Confirmation Order, all injunctions and stays provided for pursuant to Bankruptcy Code

MHDocs 4069106_1 13152.1
4835-9057-5633.4
sections 105 or 362 or otherwise and in existence on the Confirmation Date shall remain in full
force and effect until entry of a Final Decree or other Order of the Bankruptcy Court providing
otherwise, whichever is later.

7.9. Exculpation. On the Effective Date, and without the need for further action, the
Plan and Confirmation Order shall constitute a release and discharge of all actions, Causes of
Action, Claims, suits, debts, damages, judgments, liabilities, and demands whatsoever, whether
matured or unmatured, whether at law or equity, whether before a local, state, or federal court,
state or federal agency or commission, regardless of location and whether now known or
unknown, liquidated or unliquidated, that any Person may have or be able to assert, solely for
any actions or inactions taken by the following in, or arising against the following as a result of,
the Bankruptcy Case, the Plan, the Disclosure Statement, the Global Settlement, the Sale, or any
other Plan Document, against the Debtor, the Committee, the Committee's members, the Plan
Agent, the CRO, Alpine Bank, Wilhelm Parties, the Member Representatives, or any of their
respective employees, officers, agents, attorneys, members or interest holders (collectively, the
"Exculpated Parties"); provided, however, that nothing contained in the Plan or the
Confirmation Order shall relieve any of the foregoing from the requirements applicable to the
allowance of an Administrative Claim or a Professional Fee Claim if approval from the
Bankruptcy Court for such allowance is required, and no defenses to said allowance are waived
or released. Notwithstanding the foregoing, nothing therein shall be construed as a release of
liability of the Exculpated Parties for willful misconduct. In the event a cause of action, claim,
or suit is asserted against one or more of the Exculpated Parties following the Effective Date, the
Bankruptcy Court shall retain sole and exclusive jurisdiction over such action.

7.10. Discharge. Except as otherwise specifically provided herein and to the extent
permitted by applicable law and approved by the Bankruptcy Court, the treatment of all Claims
against or Equity Interests in the Debtor under the Plan shall be in exchange for and in complete
satisfaction, discharge, and release of, all Claims against or Equity Interests in the Debtor of any
nature whatsoever, known or unknown, including any interest accrued or expenses incurred
thereon, from and after the Petition Date, or against the Estate or Assets of the Estate. Except as
otherwise provided in the Global Settlement or this Plan, upon the Effective Date, all Claims
against and Equity Interests in the Debtor shall be satisfied, discharged, and released in full in
exchange for the consideration provided under the Plan. Except as otherwise provided in the
Global Settlement or this Plan, all Persons shall be precluded from asserting against the Debtor,
the CRO, the Committee, the Estate or their respective properties or interests in property, any
other Claims based upon any act or omission, transaction or other activity of any kind or nature
that occurred prior to the Effective Date.

ARTICLE VIII.
EXECUTORY CONTRACTS AND UNEXPIRED LEASES
8.1. Rejection of Membership Documents. The Membership Documents will be
deemed rejected as executory contracts pursuant to the Global Settlement Order and all current
and former members of the Club will be deemed to have waived such Claims from the rejection
of such Membership Documents, save and except the Membership Deposit Claims.


MHDocs 4069106_1 13152.1
4835-9057-5633.4
8.2. Rejection of Executory Contracts and Unexpired Leases. On the Effective
Date, all other contracts and leases constituting executory contracts or unexpired leases under the
provisions of section 365 of the Bankruptcy Code which (a) have not been assumed or rejected
by the Effective Date and have not been assumed by the Purchaser at Closing, or (b) have not
been made the subject of a motion to assume which is pending as of the first date set for the
hearing on confirmation of the Plan, shall be deemed rejected as of the Petition Date in
accordance with the provisions of section 365 of the Bankruptcy Code. Notwithstanding the
foregoing, or any other provision of this Plan, the Global Settlement Agreement shall remain in
full force and effect and shall not be rejected.

8.3. Rejection Damage Claims. Any Claim arising from the rejection of an
executory contract or unexpired lease under the terms of section 8.2 of this Plan must be
evidenced by a proof of claim detailing same ("Rejection Damages Claim"), which Rejection
Damages Claim must be Filed with the Bankruptcy Court and served on the Reorganized Debtor
by not later than thirty (30) days following the Effective Date of the Plan. Any holder of
such a Claim for rejection damages that fails to File and serve a Rejection Damages Claim on or
before said deadline shall be deemed to have waived such Claim in full, and such Claim shall be
deemed Disallowed and discharged.

ARTICLE IX.
DISTRIBUTIONS UNDER THE PLAN
9.1. Distributions Generally. The Reorganized Debtor shall make Distributions to
the holders of Allowed Administrative Claims, Professional Fee Claims, and Allowed Claims in
Classes 1 through 7, on the terms set forth herein. Any holder of an Allowed Claim may receive,
instead of the Distribution or treatment to which it is entitled under the Plan, any other
Distribution or treatment that it and the Reorganized Debtor, as applicable, may agree in writing,
so long as such alternative treatment is substantially the same or less favorable to that holder than
the treatment otherwise prescribed herein.

9.2. Form of Distributions. Any Cash payment to be made pursuant to the Plan may
be made by check or wire transfer, at the option of the Reorganized Debtor, in its sole discretion.

9.3. Conditions to Distributions; Warranty of Entitlement. Except as otherwise
specifically provided herein, each and every Creditor who receives and accepts a Distribution
under the Plan on account of an Allowed Claim or Allowed Equity Interest is deemed to have
warranted the Reorganized Debtor that such Creditor / Equity Interest holder is the lawful holder
of the Allowed Claim, is authorized to receive the Distribution, and that there are no outstanding
commitments, agreements or understandings, express or implied, that may or can, in any way,
defeat or modify the right of the Creditor to receive the Distribution.

9.4. Withholding Taxes. In connection with this Plan, to the extent applicable, the
Reorganized Debtor shall comply with all tax withholding and reporting requirements validly
imposed on it by any governmental authority, and all Distributions pursuant hereto shall be
subject to such withholding and reporting requirements. Notwithstanding any provision in this
Plan to the contrary, the Reorganized Debtor shall be authorized to take all actions necessary or

MHDocs 4069106_1 13152.1
4835-9057-5633.4
appropriate to comply with such withholding and reporting requirements, including, without
limitation, payment of applicable withholding taxes from a Claim holder's Distribution, and
conditioning a Person's Distributions upon receipt of necessary tax reporting information from a
Claim holder.

9.5. Setoffs. Except as otherwise expressly provided in the Plan, including with
respect to the Allowed Secured Claims of Alpine Bank and Wilhelm, which were Allowed per
the Term Sheet and Global Settlement Order, and pursuant to sections 502(d) or 553 of the
Bankruptcy Code or any applicable non-bankruptcy law, the Reorganized Debtor may upon
application and approval by the Bankruptcy Court, setoff against any Distribution to be made
pursuant to the Plan on account of an Allowed Claim any claims, rights or Retained Causes of
Action held by the Reorganized Debtor against the holder of the Allowed Claim or in relation to
the Allowed Claim; provided, however, that neither the failure to effect such a setoff nor the
allowance of any Claim shall constitute a waiver or release by the Reorganized Debtor of any
such claims, rights or Causes of Action. If the Reorganized Debtor fails to setoff against a Claim
and seeks to collect from the holder of such Claim or Equity Interest after Distribution to that
holder, the Reorganized Debtor shall nevertheless to be entitled to collect obligations arising on
account of any Retained Cause of Action.

9.6. Rounding. Where the calculation of a Distribution results in a fraction of a cent
owing, the calculation shall be rounded down to the nearest whole cent for purposes of paying
(or reserving) the Distribution.

9.7. De Minimis Distributions. Notwithstanding any provision of the Plan to the
contrary, no Distribution of less than twenty-five dollars ($25.00) shall be made on an Allowed
Claim or from the Estate.

9.8. Undeliverable and Unclaimed Distributions.

9.8.1. If the Distribution to any holder of an Allowed Claim or Allowed Equity
Interest is returned to the Reorganized Debtor as undeliverable, no further Distributions
will be made to such holder unless and until the Reorganized Debtor is notified in writing
of such holder's current address; provided, however, a claim for an undeliverable
Distribution must be made within sixty (60) days following the date of issuance of the
original Distribution. After such date, all unclaimed property shall revert to the Estate for
further disbursement in accordance with the Plan, and the Claim / Equity Interest of any
holder or successor to such holder with respect to such property shall be discharged,
disallowed, and forever barred notwithstanding any federal or state escheatment laws to
the contrary.
9.8.2. The Reorganized Debtor has no obligation to independently undertake any
investigation to determine the whereabouts of any holder of an Allowed Claim or Equity
Interest.

MHDocs 4069106_1 13152.1
4835-9057-5633.4
ARTICLE X.
PROCEDURES FOR RESOLVING DISPUTED CLAIMS
10.1. Objections to Claims. An objection to the allowance of any pre-petition Claim
shall be in writing and must be Filed by the Claims Objection Date.

10.2. Late-Filed Claims and Amendments. Except as otherwise expressly
contemplated by the Plan, no proof of Claim may be Filed in the Bankruptcy Case following the
Bar Date to assert a Claim against the Debtor or Estate without prior authorization of the
Bankruptcy Court, and any such proof of Claim which is Filed without such authorization shall
be deemed null, void and of no force or effect; provided, however, that the holder of a Claim that
has been timely filed shall be permitted to File an amended proof of Claim in relation to such
Claim at any time if the sole purpose of the amendment is to assert a Claim of equal or lessor
priority and a reduced amount.

10.3. Disputed Distributions. No Distribution will be made on account of a Disputed
Claim or Equity Interest unless and until it becomes Allowed. Upon a request for estimation by
the Reorganized Debtor, the Bankruptcy Court will determine what amount of Cash is sufficient
to reserve on account of any Disputed Claim not otherwise treated in the Plan pursuant to section
502 of the Bankruptcy Code or applicable law; in which case, the amount so determined by the
Bankruptcy Court shall be deemed the Allowed amount of such Disputed Claims for purposes of
the Plan or, in lieu thereof, the Bankruptcy Court will determine the maximum amount to which
such Claim may be ultimately Allowed. Upon motion by the Reorganized Debtor or the holder
in question, the Bankruptcy Court may determine the appropriate amount of any Disputed Claim
Reserve required in connection with a Disputed Claim. In the event that a dispute arises as to the
rightful owner of an Allowed Claim or a Distribution thereon, the Reorganized Debtor may
either (a) deposit the Distribution, if Cash, into a segregated account until a determination is
made as to the rightful owner of the Distribution by the Bankruptcy Court or by written
agreement between each of the Persons making claim to the Distribution, or (b) interplead the
Distribution into the registry of the Bankruptcy Court or such other court having jurisdiction over
the Disputed Distribution and the Persons making claim to such Distribution, reserving the right
to assert any and all claims that the Reorganized Debtor may have in relation to such interpleader
action; provided, however, that once segregated or interplead, any interest shall cease to accrue
on an Allowed Claim.

ARTICLE XI.
CONDITIONS PRECEDENT TO CONFIRMATION
AND EFFECTIVENESS OF PLAN
11.1. Conditions to Confirmation. The Bankruptcy Court shall have entered the
Confirmation Order in a form and substance satisfactory to the Plan Proponents and shall
include, among other things, findings of fact and/or conclusions of law that: (a) enjoin and
restrain all Creditors and Equity Interest holders from asserting any Lien, Claim, interest, or
encumbrance against the Debtor, the Estate or any Asset of the Debtor or Estate, unless such
Lien, Claim, interest or encumbrance is expressly reserved hereunder or under the Global
Settlement Order; (b) reserve jurisdiction of the Bankruptcy Court to implement and enforce the

MHDocs 4069106_1 13152.1
4835-9057-5633.4
Plan; (c) to the extent not previously approved, approve of the Sale of the Operating Assets to the
Purchaser; and (d) provide, pursuant to section 1125(e) of the Bankruptcy Code, that Persons
who have solicited acceptances or rejections of the Plan have acted in good faith and in
compliance with the provisions of the Bankruptcy Code, and are not liable on account of such
solicitation or participation for violation of any applicable law, rule, or regulation governing the
solicitation of acceptances or rejections of the Plan.

11.2. Conditions to Effective Date. The following are conditions precedent to the
occurrence of the Effective Date, each of which must be satisfied or waived by the Plan
Proponents in accordance with the terms hereof:

(a) The Confirmation Order shall have become a Final Order; and
(b) The transactions detailed under the APA shall have been
consummated.
11.3. Waiver of Conditions. The conditions to Confirmation or the Effective Date
may be waived in whole or in part by the Plan Proponents, collectively, at any time without an
order of the Bankruptcy Court.

11.4. Effect of Nonoccurrence of Conditions to the Effective Date. If each of the
conditions to the Effective Date is not satisfied or duly waived, then upon motion by the Debtor
or Committee made before the time that each of such conditions has been satisfied or duly
waived and upon notice to such parties in interest as the Bankruptcy Court may direct, the
Confirmation Order will be vacated by the Bankruptcy Court; provided, however, that,
notwithstanding the filing of such motion, the Confirmation Order may not be vacated if each of
the conditions to the Effective Date is either satisfied or duly waived before the Bankruptcy
Court enters a Final Order granting such motion. If the Confirmation Order is vacated (1) the
Plan will be null and void in all respects, and (2) nothing contained in the Plan will: (a) constitute
a waiver or release of any Claims by or against, or any Equity Interest in, the Debtor or the
Estate; or (b) prejudice in any manner the rights of the Debtor, the Estate or any other party in
interest.

11.5. Notice of the Effective Date. On or before ten (10) Business Days after
occurrence of the Effective Date, the Reorganized Debtor shall mail or cause to be mailed to all
holders of Claims and Equity Interests a notice that informs such holders of the following: (a)
entry of the Confirmation Order; (b) occurrence of the Effective Date; (c) the deadline to File
applications for Administrative Claims; (d) the deadline for Filing Professional Fee Claims
pursuant to section 330 of the Bankruptcy Code; and (e) such other matters that the Reorganized
Debtor deems appropriate.

ARTICLE XII.
MISCELLANEOUS PROVISIONS
12.1. Implementation. The Plan Proponents and the Reorganized Debtor and Plan
Agent shall be, and are hereby, authorized to take any and all necessary steps, and to perform any

MHDocs 4069106_1 13152.1
4835-9057-5633.4
and all necessary acts, to consummate the Plan in accordance with its terms and conditions. The
parties shall use reasonable efforts and shall reasonably cooperate with one another to effect the
transactions contemplated by the Plan.

12.2. Modification of Plan. The Plan Proponents reserve the right, in accordance with
the Bankruptcy Code, to amend or modify the Plan prior to the Confirmation Date. After the
Confirmation Date, the Plan Proponents may, upon Order of the Bankruptcy Court, amend or
modify the Plan in accordance with section 1127(b) of the Bankruptcy Code, or remedy any
defect or omission or reconcile any inconsistency in the Plan in such manner as may be
necessary to carry out the purposes and intent of the Plan.

12.3. Governing Law. Except to the extent that the Bankruptcy Code or Bankruptcy
Rules are applicable, the rights and obligations arising under the Plan shall be governed by and
construed and enforced in accordance with the laws of the State of Colorado.

12.4. Headings. Each heading preceding an article, section or paragraph of the Plan is
inserted for convenience only and shall not affect interpretation or construction of the Plan.

12.5. Severability. Should any term or provision of the Plan be determined by the
Bankruptcy Court to be invalid, void or unenforceable, such determination shall in no way limit
or affect the enforceability or operative effect of any other provision of the Plan. If any term or
provision of the Plan is of such a character as to deny Confirmation, the Plan Proponents reserve
the right to strike such provisions from the Plan and seek Confirmation of the Plan as modified.
Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and
provisions of the Plan will remain in full force and effect and will in no way be affected,
Impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order
will constitute a judicial determination and will provide that each term and provision of the Plan,
as it may have been altered or interpreted in accordance with the foregoing, is valid and
enforceable pursuant to its terms.

12.6. All Claims and Equity Interests. The Plan is intended to deal with all Claims
against and Equity Interests in the Debtor of whatever character whether or not Disputed,
contingent, or liquidated and whether or not Allowed by the Bankruptcy Court under section 502
of the Bankruptcy Code. However, only those Claims and Equity Interests Allowed under
section 502 of the Bankruptcy Code, or Allowed under the terms of this Plan, shall be entitled to
receive the treatment afforded by the Plan.

12.7. No Admissions. The Plan constitutes a compromise of disputed claims and
defenses where applicable. Accordingly, none of the provisions set forth in the Plan shall be
deemed or construed as an admission of any liability or of the viability of any defense to liability
on the part of the Debtor, the Committee, the Estate, or any other Person.

12.8. Entire Agreement. The Plan supersedes all previous and contemporaneous
agreements, promises, covenants, negotiations, understandings and representations as to all
matters set forth in the Plan, all of which have become merged and integrated into the Plan,
except as otherwise Ordered by the Bankruptcy Court. Notwithstanding anything in this Plan to

MHDocs 4069106_1 13152.1
4835-9057-5633.4
the contrary, nothing herein shall be deemed to be in contradiction of the terms of the Term
Sheet and the Global Settlement Order. The Order Approving the Sale of the Operating Assets
shall survive confirmation of this Plan.

12.9. Successors and Assigns. All of the rights, benefits and obligations of any Person
named or referred to in the Plan shall be binding on, and shall inure to the benefit of, any heir,
executor, administrator, successor or assign of such Person.

12.10. Computation of Time. In computing any period of time prescribed or allowed
by the Plan, the provisions of Bankruptcy Rule 9006 shall apply unless otherwise set forth in the
Plan or determined by the Bankruptcy Court.

12.11. Closing of Bankruptcy Case. Subject to the provisions of section 6.5 of this
Plan:

12.11.1. The duties, responsibilities and powers of the Reorganized Debtor and
Plan Agent shall terminate after all net proceeds from the Sale of the Operating Assets are
fully resolved, abandoned or liquidated and the proceeds thereof distributed in
accordance with this Plan. Upon the occurrence thereof, the Reorganized Debtor shall
File with the Bankruptcy Court a report thereof seeking an Order discharging the
Reorganized Debtor and Plan Agent.
12.11.2. The Reorganized Debtor through the Plan Agent shall, to the extent
necessary or appropriate, File an application with the Clerk of the Court requesting the
entry of a final decree closing the Bankruptcy Case and File all documents required or
contemplated by Bankruptcy Rule 3022 and any applicable Order of the Bankruptcy
Court to close the Bankruptcy Case; provided, however, the Reorganized Debtor through
the Plan Agent shall not File an application for final decree in the Bankruptcy Case until
and unless the conditions to the Plan becoming effective have been fully met, and
objections to Claims and Equity Interests in all Classes have been resolved pursuant to
the Plan.
12.12. Section 1125(e) Good Faith Compliance. The Plan Proponents and each of their
respective representatives shall be deemed to have acted in "good faith" under section 1125(e) of
the Bankruptcy Code.

12.13. No Stay of Confirmation Order. The Confirmation Order shall contain a waiver
of any stay of enforcement otherwise applicable, including Bankruptcy Rules 3020(e) and 7062.

12.14. Service of Pleadings and Notices. Unless and until otherwise directed, any
pleading, notice or other document required or permitted by the Plan to be served on or delivered
to the Debtor, the Reorganized Debtor or the U.S. Trustee, as the case may be, shall be sent by
U.S. first class mail, postage prepaid, to:


MHDocs 4069106_1 13152.1
4835-9057-5633.4

Debtor / Reorganized Debtor: Committee:

FOLEY & LARDNER LLP
Attn: Christopher Celentino
Facsimile: 619-234-3510

Attn: Russell L. Munsch/Jay H. Ong
3800 Lincoln Plaza
500 N. Akard Street
Facsimile: 214-978-4335

United States Trustee: Plan Agent
Office of the United States Trustee
Attn: Paul Moss
999 18th Street, Ste. 1551
Facsimile : 303-312-7259
Email: Paul.Moss@usdoj.gov
Dan L. Fitchett, Jr.
P.O. Box 988
Edwards, Colorado 81632
Facsimile: 970-926-5934
Email: Fitchettjr@gmail.com

ARTICLE XIII.
PROVISIONS FOR RETENTION OF JURISDICTION
13.1. Retention of Jurisdiction. Notwithstanding entry of the Confirmation Order, or
the entry of a final decree, with respect to the Bankruptcy Case, the Bankruptcy Court shall
retain sole and exclusive jurisdiction from and after the Effective Date, to the fullest extent
legally permitted, over the Bankruptcy Case, all proceedings arising under, arising in or related
to the Bankruptcy Case, the Confirmation Order, the Plan and administration and implementation
of the Plan and Global Settlement, including, without limitation, jurisdiction to:

(a) determine (i) any Disputed Claims and Equity Interests, and all
related Claims accruing after the Confirmation Date including
rights and liabilities under contracts giving rise to such Claims,
(ii) the validity, extent, priority, and nonavoidability of consensual
and nonconsensual Liens and other encumbrances, and
(iii) preconfirmation tax liability pursuant to section 505 of the
Bankruptcy Code;
(b) the Allowance, disallowance, estimation, liquidation or other
determination of any Claim or Equity Interest against or in the
Debtor and to enter or enforce any Order requiring the Filing of any
such Claim or Equity Interest before a particular date;

MHDocs 4069106_1 13152.1
4835-9057-5633.4
(c) determine any request for payment of an Administrative Claim or
Professional Fee Claim entitled to priority under section 507(a)(1)
of the Bankruptcy Code, including compensation, fees and
reimbursements of parties entitled thereto;
(d) resolve disputes concerning any reserves with respect to Disputed
Claims, the administration thereof, or relating to the garnishment of
any Distributions payable under the terms of the Plan;
(e) approve all matters related to the rejection of any executory
contract or unexpired lease of the Debtor pursuant to section 365 of
the Bankruptcy Code and the Plan;
(f) implement the provisions of the Plan and Global Settlement and
enter Orders in aid of confirmation, enforcement and
consummation of the Plan, including any disputes concerning the
interpretation, enforceability or applicability of the releases,
discharge provisions and injunctions contained herein or therein,
and to issue such Orders in aid of execution of the Plan as
authorized by section 1142 of the Bankruptcy Code;
(g) modify the Plan pursuant to section 1127 of the Bankruptcy Code;
(h) adjudicate any and all Retained Causes of Action, including without
limitation, any remands of appeals;
(i) determine any and all applications, claims, pending adversary
proceedings, and contested matters in this Bankruptcy Case;
(j) enter and implement such Orders as may be appropriate in the event
the Confirmation Order is for any reason stayed, revoked, modified,
or vacated;
(k) consider any modifications of the Plan, to cure any defect or
omission, or reconcile any inconsistency in any Order of the
Bankruptcy Court, including, without limitation, the Confirmation
Order;
(l) recover all Assets of the Debtor, the Reorganized Debtor, and
property of the Estate, wherever located, including any Retained
Cause of Action;
(m) resolve matters concerning state, local, and federal taxes in
accordance with sections 346, 505, and 1146 of the Bankruptcy
Code;

MHDocs 4069106_1 13152.1
4835-9057-5633.4
(n) hear any other matter not inconsistent with the Bankruptcy Code;
(o) resolve controversies and disputes regarding the interpretation of
the Plan, Global Settlement or Sale and documents executed in
connection therewith; and
(p) approve settlements relating to any of the above.

[Remainder of Page Intentionally Left Blank]

MHDocs 4069106_1 13152.1
4835-9057-5633.4
Dated: November 2, 2012
FOLEY & LARDNER LLP

By: /s/ Christopher Celentino
Christopher Celentino (CA No. 131688)
Mikel Bistrow (CA No. 102978)
Dawn A. Messick (CA No. 236941)
Admitted Pro Hac Vice
Telephone: (619) 234-6655
Facsimile: (619) 234-3510
Email: mbistrow@foley.com
Email: dmessick@foley.com

ATTORNEYS FOR DEBTOR AND
DEBTOR IN POSSESSION


By: /s/ Jay H. Ong
Russell L. Munsch (admitted PHV)
Jay H. Ong (admitted PHV)
3800 Lincoln Plaza
500 N. Akard Street
Telephone: (214) 855-7500
Facsimile: (214) 855-7584

ATTORNEYS FOR THE OFFICIAL
COMMITTEE OF UNSECURED
CREDITORS


MHDocs 4069106_1 13152.1
4835-9057-5633.4
EXHIBIT 1
(TERM SHEET)

Case:12-24882-ABC Doc#:572-1 Filed:11/02/12 Entered:11/02/12 14:34:21 Page1 of 29

4266769.1
TERM SHEET
This Term Sheet is made and entered into as of this 17th day of September, 2012, by and
between CORDILLERA GOLF CLUB, LLC a Delaware limited liability company (Debtor),
The OFFICIAL COMMITTEE OF UNSECURED CREDITORS appointed in the Bankruptcy
Case (as defined herein) of CORDILLERA GOLF CLUB, LLC (Committee), CORDILLERA
GOLF HOLDINGS, LLC, a Delaware limited liability company (CGH), CORDILLERA F &
B, LLC, a Delaware limited liability company or any successor thereto (CFB),WFP
CORDILLERA, LLC, a Delaware limited liability company (WFP), WFP INVESTMENTS,
LLC, a Delaware limited liability company (WFPI), CGH MANAGER, LLC, a Delaware
limited liability company (CGHM), DAVID A. WILHELM (Wilhelm), PATRICK
WILHELM (P. Wilhelm), CORDILLERA TRANSITION CORPORATION, INC., a Colorado
not for profit corporation (CTC), CORDILLERA PROPERTY OWNERS ASSOCIATION,
INC., a Colorado not for profit corporation (CPOA), CORDILLERA METROPOLITAN
DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado
(CMD), CORDILLERA VALLEY CLUB PROPERTY OWNERS ASSOCIATION, INC., a
Colorado not for profit corporation (CVCPOA), TIMBER SPRINGS PROPERTY OWNERS
ASSOCIATION, INC., a Colorado not for profit corporation (TSPOA), CHERYL M. FOLEY,
THOMAS WILNER, JANE WILNER, CHARLES JACKSON, MARY JACKSON, KEVIN B.
ALLEN, as representatives of a certified class in Case Number 11CV552, pending in the District
Court of Eagle County, Colorado (collectively, the Member Representatives) and ALPINE
BANK.
RECITALS
A. The parties to this Term Sheet are listed in the foregoing paragraph and are
sometimes referred to collectively in this Term Sheet as Parties.
B. The Debtor is the Debtor in Possession in connection with a Chapter 11
bankruptcy case pending in the United States Bankruptcy Court for the District of Colorado,
Case No. 12-24882-ABC (the Bankruptcy Case). The Debtor operates certain golf courses and
other amenities (collectively and generally referred to as the Club). Right to use of the Club is
governed by membership applications, membership plans, rules and regulations of the Club and
all amendments and modifications thereto (collectively Membership Documents).
C. The Committee is the official committee of unsecured creditors appointed by the
United States Trustee on July 6, 2012.
D. WFP is the holder of all of the limited liability company membership interests in
CGH.
E. CGH is the holder of all of the limited liability company membership interests in
the Debtor.

2

4266769.1
F. Wilhelm is the holder of all of the limited liability company membership interests
in WFP. P. Wilhelm is Wilhelms son.
G. The Debtor, CGH, WFP, Wilhelm, CTC, CPOA and various individuals: Glenn
Bourland, Lois Van Deusen, Roger Magid (collectively the CPOA Individuals), Robert
Vanourek, Denise Delaney, Gary Edwards, Raymond Oglethorpe, David Temin, Sarah Baker,
Nelson Sims, Dick Rothkopf, and David Bentley (collectively the CTC Individuals) are parties
to an action pending in the District Court, Eagle County Colorado, Case No. 2011CV456 (CTC
Lawsuit).
H. The Member Representatives, the Debtor, WFP, CGH, CFB, WFPI, CGHM,
CFB, Wilhelm and P. Wilhelm are (or were) parties to an action pending in the District Court,
Eagle County Colorado, Case No. 2011CV552 (Class Action Lawsuit).
I. Alpine Bank asserts that it is a secured creditor of the Debtor and claims a lien on
substantially all of the Debtors real and personal property used on or in connection with the
operation of the real property and the operation of the Debtors business. Alpine Bank asserts
that its claim is secured by a first lien on such property.
J. Wilhelm asserts that he is a secured creditor of the Debtor and claims a lien on
substantially all of the Debtors real and personal property used on or in connection with the
operation of the real property and the operation of the Debtors business. Wilhelm asserts that
his claim is secured by at least a second lien on such property. Wilhelm has also asserted a first
lien on personal property owned by the Debtor.
K. CMD claims to be a secured creditor of the Debtor for unpaid taxes. CMD asserts
a first priority lien for unpaid 2011 taxes in the amount of $205,311.31. CMD also asserts a first
priority lien for 2012 taxes that will become due in 2013 (the CMD Tax Claims).
L. In addition to Wilhelm and Alpine, certain assets of the Debtor are subject to
purchase money liens in favor of creditors who are not parties to this Term Sheet (the Purchase
Money Lien Assets). Further, certain assets used by the Debtor are leased from creditors who
are not parties to this Term Sheet and such assets are not owned by the Debtor (the Leased
Assets) (the Purchase Money Lien Assets and the Leased Assets shall be collectively referred to
the Non-Party Assets).
M. By Motion dated August 30, 2012, Docket No. 402 (DIP Loan Motion), the
Debtor has sought final approval of a loan by Alpine Bank to the Debtor and approval of the use
of cash collateral. The DIP Loan Motion is set for hearing on September 17, 2012. The
Committee, the Member Representatives, the CPOA and the CMD were prepared to file
objections to the DIP Loan Motion. Because of the settlement embodied in this Term Sheet, the
objections have not been filed.
N. By Motion dated July 24, 2012, Docket No. 235 (Trustee Motion), the Member
Representatives have sought the appointment of a trustee in connection with the Bankruptcy
Case. The Committee, the CPOA and the CMD filed Joinders in the Trustee Motion. In

3

4266769.1
addition, an additional 608 Personal Joinders have been filed by members of the certified class
represented by the Member Representatives and other parties, Docket No. 414. The Debtor filed
its Opposition to the Trustee Motion and Wilhelm filed a Joinder to such Opposition. The
Trustee Motion is set for hearing on October 1-3, 2012.
O. The parties to this Term Sheet may be parties to various other disputes which are
the subject of motions, responses, objections or pleadings pending before the Bankruptcy Court.
P. The parties to this Term Sheet attended a voluntary mediation on September 12
and 13, 2012 (Mediation). The mediator conducting the Mediation was Deborah Williamson
(Mediator). The Mediation resulted in various agreements among the Parties that will resolve
various disputes among them in the Bankruptcy Case, a complete settlement of the CTC Lawsuit
among the parties to the CTC Lawsuit, and a partial resolution of the Class Action Lawsuit.
Q. The purpose of this Term Sheet is to set forth the agreements of the Parties
reached at the Mediation and to establish a process and procedure for documenting, seeking any
necessary court approval and implementing those agreements.
SETTLEMENT TERMS AND AGREEMENTS
1. DIP Loan.
a. Interim DIP Loan. The interim debtor-in possession loan from Alpine to
the Debtor (the Interim DIP Loan) pursuant to the terms of the Interim
Order Pursuant to 11 U.S.C. 105, 361, 362, 363(c), 364(c), 364(d),
and 364(e) and Fed. R. Bankr. P. 2002, 4001 and 9014 (i) Authorizing
Debtor to Obtain Post-Petition Secured Financing, (ii) Granting Security
Interests and Superpriority Administrative Expense Claims, and (iii)
Authorizing the Use of Cash Collateral as Provided Herein, Dkt. #270, as
extended by the Order granting the Debtors Motion to (a) Extend and
Increase Interim Financing and (B) Extend Use of Cash Collateral Under
the Terms of the Prior Order, Dkt. #393 shall be further extended by order
of the Bankruptcy Court, through and including September 28, 2012, and
shall be increased in such amount as shall be necessary to meet such
expenses for such extension period as are consistent with the budget
attached to the DIP Loan Motion. The Parties have no objection and
hereby consent to the foregoing extension of the Interim DIP Loan for the
purpose of permitting the Parties to prepare and, where necessary, file
with the Bankruptcy Court certain other pleadings contemplated by this
Term Sheet including such revisions to the relief requested in the DIP
Loan Motion, the proposed order attached thereto, and the form of the
applicable loan documentation as are necessary to conform to this Term
Sheet.
b. Permanent DIP Loan. Subject to the performance and satisfaction of the
terms, provisions and conditions contained in this Term Sheet, the Parties

4

4266769.1
consent to the entry of an order approving the Final DIP Loan Motion as
contemplated by and defined in the DIP Loan Motion. However, the Final
DIP Loan will be modified as follows:
i. The amount in the budget attached to the DIP Loan Motion
provides for professional fees of $965,000. It is agreed that
Budget in the DIP Loan Motion will be revised to provide that an
amount of $300,000 for professional fees shall be reserved
exclusively for payment of the fees and expenses incurred by
professionals retained on behalf of the Committee and expenses of
members of the Committee (the $300,000 together with the
$50,000 previously paid to the Committee shall be collectively
referred to as the Committee Carveout). To the extent allowed
professional fees and expenses of the Committee and expenses of
members of the Committee are less than the Committee Carveout,
any amounts remaining shall be available for payment of allowed
administrative expenses of the Debtor. To the extent any such
Committee professionals and/or member fees and expenses exceed
the Committee Carveout, they will not be entitled to further
payment until professionals retained by the Debtor have received
an equivalent pro rata payment.
ii. Alpine Bank has consented to this Term Sheet and it is agreed that
if and to the extent the Final DIP Loan is inconsistent with any
term, provision or condition of this Term Sheet, the Final DIP
Loan shall be deemed amended so that it is consistent with this
Term Sheet. Without limiting the generality of the foregoing,
performance by any of the Parties of the Term Sheet shall not be a
default under the Final DIP Loan.
2. Settlement of Claims.
a. Not later than October 5, 2012, the Member Representatives will file
appropriate pleadings in the Class Action Lawsuit (Class Action
Settlement Motion) seeking approval of the settlement of the Class
Action Lawsuit as provided in this Term Sheet (the Class Action
Settlement) and will recommend and request that a hearing is scheduled
on the Class Action Settlement Motion such that appropriate notices are
provided to Class Members and that the deadline to opt out of the Class
Action Settlement is November 30, 2012. Not later than October 5, 2012,
the Debtor and the Committee shall file a Joint Motion, pursuant to Rule
9019 of the Federal Rules of Bankruptcy Procedure, seeking approval of
the various compromises and settlements provided in this Term Sheet (the
9019 Motion). Approval of the 9019 Motion shall be pursued by the
Debtor and the Committee with reasonable diligence and all parties hereto
shall cooperate in that regard. The 9019 Motion and the Class Action

5

4266769.1
Settlement Motion (to the extent of the settlement of the Class Action
Lawsuit) will seek approval of the following terms:
i. Mutual Releases. The Debtor, CGH, WFP, CFB, WFPI, CGHM,
CFB, Wilhelm and P. Wilhelm (and their affiliates), on the one
hand, and the Committee, CTC, CPOA, CMD, CVCPOA, TSPOA,
the Member Representatives, individually and as representatives of
the certified class represented by the Member Representatives, and
each of the members of such class who do not opt out of this
settlement (subject to approval by the Eagle County District
Court), and each member and former member not represented by
the Class, and all past, present, and future board members and
officers of CTC, CPOA, CMD, CVCPOA, and TSPOA, including
but not limited to those named as Defendants in the CTC Lawsuit
and including but not limited to the CPOA Individuals and the
CTC Individuals, on the other hand, and their respective affiliates,
agents, attorneys, representatives, successors and assigns, will fully
and forever release, discharge, waive and acquit one another and
their respective affiliates, agents, employees, consultants,
attorneys, representatives, predecessors, successors, shareholders,
officers, directors, Committee members, limited liability company
members, heirs and assigns, from and against any and all offsets,
defenses, claims, counterclaims, actions, proceedings, obligations,
demands, debts, causes of action, and any other liability or loss,
whether known or unknown, at law or in equity (collectively,
Claims), arising out of any fact, matter, act or circumstance from
the beginning of time to the date of this Term Sheet that relates to
the Bankruptcy Case, the CTC Lawsuit, the Class Action Lawsuit
or the Club at Cordillera and all matters related, connected or
incidental thereto. Without limiting the generality of the
foregoing, (i) all claims in the CTC Lawsuit are resolved and the
plaintiffs in the CTC Lawsuit will file a Notice of Dismissal with
prejudice with the District Court, Eagle County Colorado, upon
payment of the CTC Settlement Payment; (ii) any claims against
any member or former member for 2011 or 2012 Club dues, Club
minimums, or late fees or other alleged obligations are released;
provided, however, any obligations which arose on or after June
26, 2012 (the Petition Date) related to actual use of facilities
owned by the Debtor or actual receipt of actual services from the
Debtor (including, without limitation, food and drink, or use of any
of the golf facilities) shall not be released. Further, all members
who have or in the future resign from the Club at Cordillera are
released from any liability associated with the Membership
Documents, including any obligation to continue paying dues for
any period into the future. Finally, the Membership Documents
will be deemed rejected as executory contracts pursuant to section

6

4266769.1
365 of the Bankruptcy Code and members will be deemed to have
waived claims arising out of rejection of such Membership
Documents, save and except only claims for member deposits as
provided herein. Notwithstanding the foregoing, the releases
provided in this paragraph shall not extend to the following:
1. The Claims asserted by the Member Representatives and
the members of the certified class represented by the
Member Representatives in the Class Action Lawsuit, nor
to any of the defenses and offsets thereto in the Class
Action Lawsuit by the Debtor, CGH, WFP, WFPI, CFB,
CGHM, Wilhelm and P. Wilhelm; provided that recovery
by the Member Representatives and the members of the
certified class represented by the Member Representatives
in the Class Action, if any, shall be limited to any
insurance coverage applicable to such claims and the
proceeds of such coverage, regardless of whether any such
coverage is ultimately available. Debtor, CGH, WFP,
CFB, WFPI, CGHM, Wilhelm, and P. Wilhelm make no
representation regarding the existence or availability of any
insurance coverage for the Class Action Lawsuit and retain
all rights under any potentially applicable policy of
insurance. However, the Debtor, CGH, WFP, CFB, WFPI,
CGHM, Wilhelm, and P. Wilhelm do specifically warrant
and represent that the Disclosure made by them in the Class
Action Lawsuit, pursuant to C.R.C.P. 26(a)(1), with respect
to insurance coverage, is true, accurate and complete.
Nothing in this Term Sheet shall be deemed or construed as
an admission of liability or as an admission of any measure
of damages by the Debtor, CGH, WFP, CFB, WFPI,
CGHM, Wilhelm or P. Wilhelm related to any claim
asserted against them in the Class Action. Member
Representatives and the members of the certified class
represented by the Member Representatives in the Class
Action hereby covenant not to execute any judgment or
assert any claim for attorneys fees or costs against the
assets of Debtor, CGH, WFP, CFB, WFPI, CGHM,
Wilhelm or P. Wilhelm, other than their rights to any
applicable insurance coverage.
2. The Claims of all members and former members of the
Cordillera Club for the return of deposits paid in
connection with their club memberships, who timely file
proof of claims, shall be deemed allowed in favor of each
such member (the Member Deposit Claims) but
subordinated as further provided herein; provided,

7

4266769.1
however, that nothing herein shall restrict the right of the
Debtor or any other party in interest to object to a Member
Deposit Claim to the extent such claim exceeds the amount
of the deposit(s) actually paid by such member. Proof of
such claims, which must be in accordance with this Term
Sheet, may be included in a proof of claim filed by the
Class Representatives on behalf of the class members as a
class proof of claim.
3. Any claim of any Party for a breach of any obligation
imposed by this Term Sheet.
4. Any secured claim for unpaid real property or business
personal property taxes.
5. The claim of Alpine Bank, which, subject to verification as
to calculation of amount only, shall be deemed to be an
allowed secured claim in the amount of $13,037,559.18,
plus such amounts, if any as are allowable under 11 U.S.C.
506(b), plus the amounts advanced pursuant to or
otherwise due and owing with respect to the Final DIP
Loan.
6. The claim of Wilhelm, which, subject to verification as to
calculation of amount only, shall be deemed an allowed
secured claim in the amount of $7,532,837.05, plus such
amounts, if any, as are allowable under 11 U.S.C. 506(b)
(the Wilhelm Claim). The Wilhelm Claim will be
inclusive of all claims of Dr. Jeffrey Rush and the Rush
Family Trust (collectively Rush) and any person or entity
acting in whole or in part through Rush and the Rush
claims will not be separately allowed.
7. There has been no agreement to or settlement of any claim
for any administrative expense and the Parties reserve all of
their rights with respect to any past or future application by
a party seeking allowance of an administrative expense
claim.
8. Claims, if any, which the Debtor, CGH, CFB, WFP, WFPI,
CGHM, Wilhelm or P. Wilhelm may have against any
member who exercises the right to opt out of the Class
Action Settlement.
ii. Payment by CPOA and CTC. In consideration of the releases
provided herein, the CPOA and CTC shall pay the sum of

8

4266769.1
$2,350,000 (CTC Settlement Payment) upon entry of an order by
the Bankruptcy Court approving the 9019 Motion, which order
shall have become final and not subject to any further appellate
review. $1,600,000 of the CTC Settlement Payment shall be held
in a separate escrow account by the Debtor (the CTC Escrow)
and shall be used and applied only as permitted by this Term
Sheet. $750,000 of the CTC Settlement Payment shall be paid to
Wilhelm. CGH, CFB, WFP, WFPI, CGHM, Alpine Bank,
Wilhelm, P. Wilhelm, and Rush will not assert any claim or lien
against or any distribution from any portion of the CTC Escrow.
Substantially contemporaneous upon payment of the CTC
Settlement Payment, Plaintiffs in the CTC Lawsuit will file a Joint
Notice of Dismissal with Prejudice of the CTC Lawsuit with the
Eagle County District Court, which Joint Notice will have been
executed and held by Plaintiffs pending receipt by Wilhelm of the
$750,000.
iii. Distribution of the CTC Settlement Payment. Upon confirmation
of the Joint Plan, as provided herein, the CTC Escrow shall be used
as follows: (1) for payment of non-member priority claims; and
(2) for the payment of unsecured claims for goods and services
(collectively Trade Claims), provided that the total payments
shall be the lesser of $600,000 or the allowed amount of the Trade
Claims. The balance of the CTC Escrow shall be utilized to pay
any allowed unpaid administrative expenses for professionals
retained at the expense of the estate. To the extent of any excess,
the CTC Escrow will be used to fund Plan payments as provided
herein
iv. If the Class Action Settlement is approved by the Eagle County
District Court, then all claims and causes of action which the
Debtor may have or could have asserted against any member who
elects to opt out of the Class Action Settlement shall be transferred
and assigned to Wilhelm.
v. The Parties acknowledge that this Term Sheet and its releases are
entered into and given in compromise of disputed claims and that
this Term Sheet and the execution thereof shall not constitute any
acknowledgement or admission by any Party of any wrongdoing,
improper actions, liability or potential liability on the part of such
Party, and any such liability or wrongdoing is expressly denied.
vi. If Wilhelm or any affiliate of Wilhelm or any entity in which
Wilhelm or any Wilhelm affiliate (collectively, Wilhelm Party)
owns an interest, is selected as the successful bidder at the sale of
the Debtors assets as provided for herein, then such Wilhelm

9

4266769.1
Party shall transfer or cause to be transferred the Debtors
ownership interest in (a) the Short Course, (b) the Trailhead
facilities and (c) the Athletic Club facilities (collectively the Non-
Essential Assets) to an entity (other than CTC) to be jointly
designated by the CMD, the CPOA and the Member
Representatives for no additional consideration simultaneously
with the later of closing of the sale of the Debtors assets to such
Wilhelm Party or approval of the 9019 Motion and the Class
Action Settlement Motion.
vii. The Parties agree that in future communications with third parties,
they shall not make disparaging statements about one another;
provided that this provision shall not limit the parties or a witness
in the pursuit or defense of the claims or in presenting any
testimony or conducting or participating in any discovery in the
Class Action Lawsuit, and provided further that the Committee,
CTC, CVCPOA, TSPOA, CMD, CPOA and Member
Representatives shall have no liability for statements made by any
other individual property owner or other class member, including
but not limited to statements made in any meeting or other forum
sponsored or held by the CMD and/or the CPOA.
3. Sale of Assets. The Parties agree to and shall take steps to implement a process
for the sale of the Debtors operating assets. The Debtor and the Committee shall jointly prepare
and file with the Bankruptcy Court, after consultation with the Parties about the form thereof, a
joint motion seeking approval of bidding procedures (Bidding Procedures Motion). The
Debtor and the Committee shall also jointly prepare and file with the Bankruptcy Court, after
consultation with the Parties about the form thereof, a motion seeking approval of the sale of all
the Debtors operating assets, pursuant to this Term Sheet, free and clear of all liens (other than
liens which arise from unpaid real property taxes and/or all business personal property taxes),
claims, encumbrances and interests (including, without limitation free and clear of all claims,
interests or rights which may arise out of Membership Documents) pursuant to sections 363(b)
and (f) of the Bankruptcy Code (the Sale Motion). To the extent the Parties are unable to
agree upon the terms of either the Bidding Procedures Motion or the Sale Motion, the Mediator
shall resolve such disputes. A draft of the Bidding Procedures Motion and Sale Motion shall be
prepared by the Committee on or before October 5, 2012 and shall be filed not later than October
10, 2012 and shall collectively contain at least the following provisions:
a. That bids must be for all operating assets owned by the Debtor and must
be received by December 3, 2012 (the Bid Deadline); provided that if
the holder of the Alpine Bank claim or the Wilhelm claim desire to credit
bid, they must give written notice of their intent to do so by Thursday,
December 6, 2012. If more than one qualifying bid is received or if a
timely notice of an intent to credit bid has been provided, then an auction
will be held on December 10, 2012 to select the highest and best bid.
Case:12-24882-ABC Doc#:572-1 Filed:11/02/12 Entered:11/02/12 14:34:21 Page10 of
29

10

4266769.1
b. That all bidders must qualify to bid.
c. That all bids must be for all cash, except that the holders of the Alpine
Bank Claim and Wilhelm Claim can credit bid their allowed secured
claims including, in the case of Alpine Bank, any amounts owed under or
with respect to the Final DIP Loan; provided that any bid of the holder of
the Wilhelm Claim must be a cash bid up to the amounts to which Alpine
is entitled under this Term Sheet plus taxes then due secured by a lien on
the assets sold.
d. That all bids must seek to purchase all the Debtors operating assets.
e. That the highest bidder must close pursuant to its bid no later than
December 28, 2012 (the Closing). Time is of the essence.
f. That the sale of the assets will be free and clear of all interests. The sale,
however, shall not be free and clear of recorded covenants, declarations,
PUDs, easements, and other similar recorded documents to which the liens
securing the Alpine Bank allowed secured claim are subject. Further, the
sale shall not be free and clear of liens for any unpaid realpropertytaxes
and/or all business personal property taxes. The sale shall be on an
as is basis without representation or warranty of any kind (other than as
to authority).
g. That the Mediator shall conduct the sale process, subject to ultimate
approval by the Court.
h. That current and former members of the Club and prospective bidders
with an interest in less than all of the assets (including various member
groups) may approach, discuss and agree with other parties about
submitting a joint bid for all of the assets.
i. That a form of Asset Purchase Agreement shall be completed by not later
than October 5, 2012.
j. The order approving any sale shall require payment of allowed secured
claims at or about Closing to the extent cash is available from the sale.
4. Plan of Reorganization. The Debtor and the Committee shall jointly prepare and
file a Joint Plan of Reorganization and related Disclosure Statement and diligently pursue
approval of the Disclosure Statement and confirmation of the Plan. The Plan and Disclosure
Statement will be filed with the Bankruptcy Court so that hearing on confirmation of the Plan
can be held between December 10, 2012 and December 28, 2012, subject to the Courts
calendar. The Plan shall:
a. Provide for the implementation of the various settlements and
consummation of the sale process provided for in this Term Sheet.
29

11

4266769.1
However, except as otherwise provided in the Plan, confirmation of the
Plan shall not be a condition precedent to either the settlements or
consummation and closing pursuant to the sale process contemplated by
this Term Sheet. In the event that the Bankruptcy Case is dismissed or
converted to Chapter 7, the CTC Escrow shall be used pursuant to further
order of the Court.
b. Provide for the distribution of any cash proceeds attributable to the sale of
the Debtors assets still in the possession of the Debtor (which does not
include the CTC Escrow) (save and except only the Non-Party Assets) as
follows: (i) first, to Alpine Bank to the extent necessary to repay amounts
advanced by the Bank pursuant to, or otherwise due and owing with
respect to the DIP Loan, including interest, (ii) second, to Alpine Bank to
the extent necessary to satisfy Alpine Banks allowed secured claim, (iii)
third, the holder of the Wilhelm Claim to the extent necessary to satisfy
the Wilhelm Claim, (iv) fourth, to satisfy any remaining allowed and
unpaid administrative expense claims, if any, (v) fifth, to any Trade Claim
unsecured creditors to the extent not paid in full from the CTC Escrow,
and other unsecured creditors, including the members, pro rata according
to the gross amount of such allowed claims, to satisfy their allowed
unsecured claims for deposits, and (vi) the balance shall be paid to the
holder of equity interests in the Debtor. No distributions shall be made to
Rush or any affiliates of Rush on account of any alleged unsecured claim
for money loaned to the Debtor or obligations allegedly guaranteed by the
Debtor. Amounts, if any, alleged to be owed arising from the sale of any
Non-Party Asset shall be paid to the holder of the allowed claim related to
such Non-Party Asset.
c. Provide for the distribution of the CTC Escrow as provided in paragraph
2(a)(iii) of this Term Sheet.
d. Contain such other provisions as may be reasonably necessary or desirable
to implement this Term Sheet.
e. Not contain any provisions which are inconsistent with this Term Sheet or
with orders entered by the Bankruptcy Court approving the 9019 Motion
contemplated by this Term Sheet or with the sale process described in this
Term Sheet.
5. Miscellaneous Provisions.
a. Upon execution of this Term Sheet by all Parties, the Parties shall jointly
request the Bankruptcy Court to vacate the hearing on the Trustee Motion.
b. All pending discovery in the Bankruptcy Case related to the DIP Loan
Motion and the Trustee Motion shall immediately cease and the Parties
29

12

4266769.1
shall not initiate any new discovery in connection with those matters
without further order of the Bankruptcy Court.
c. All proceedings in the CTC Lawsuit shall immediately cease, except to the
extent necessary to advise the State Court in the CTC Lawsuit of the
pending settlement of that case and, upon payment of the CTC Settlement
Payment, to dismiss or otherwise conclude the CTC Lawsuit against all
parties thereto as provided herein.
d. This Term Sheet provides an overall framework for the resolution of
various disputes among the Parties. The Parties acknowledge that
additional documentation will be required to implement the Term Sheet,
which documentation may include a separate Settlement Agreement. The
Parties acknowledge that documents which will implement the Term Sheet
will contain other provisions but, under no circumstances, will such
additional documentation (including, without limitation, any Settlement
Agreement), change the provisions of the Term Sheet which provisions
will be binding on all Parties, subject only to approval of the Bankruptcy
Court and Eagle County District Court. The settlements and compromises
provided in this Term Sheet, other than with respect to the abatement of
discovery, are subject to approval of the Bankruptcy Court and the Eagle
County District Court. However, the parties agree that while the various
provisions of this Term Sheet are pending approval by the Bankruptcy and
Eagle County District Court, they shall cooperate and work together in
good faith to implement this Term Sheet.
e. This Term Sheet contemplates that certain rights of the Class Action
Lawsuit plaintiffs will be compromised. The Class Action Settlement is
subject to the approval of the Eagle County District Court in the Class
Action Lawsuit and shall not become effective unless and until so
approved. The Member Representatives agree to recommend such
approval by the Eagle County District Court. Member Representatives
further agree to disseminate, either by email or United States mail, a letter
to the class members to be included in the notice of settlement
recommending approval of the Class Action Settlement. Member
Representatives and any of the CTC Individuals and the CPOA
Individuals who are Class Members agree to not opt out of the partial
settlement of the Class Action Lawsuit. Upon approval of this settlement
by the Eagle County District Court and the Bankruptcy Court, any
objection by the Committee or the Debtor to use of proceeds from any
applicable insurance policy to defend the Class Action Lawsuit shall be
deemed withdrawn and consent to use of such proceeds to defend the
Class Action Lawsuit shall be deemed granted.
f. Upon approval of this settlement by the Eagle County District Court and
the Bankruptcy Court, Member Representatives shall promptly file a
29

13

4266769.1
Notice of Withdrawal of their Verified Motion for Issuance of Contempt
Citation as against the Debtor, WFP, and Wilhelm and shall not refile such
motion.
g. If and to the extent the Parties are unable to resolve among themselves any
issues that arise in connection with joint actions they are to take to
implement this Term Sheet, the Parties agree that the Mediator shall assist
them in resolving such issues.
h. At the hearing scheduled for September 17, 2012, the Parties shall advise
the Bankruptcy Court of and provide a copy of this Term Sheet to the
Bankruptcy Court and request that the Interim DIP Loan be extended as
provided above, and that the hearing on the DIP Loan Motion be
continued for a period of approximately ten (10) days.
i. Upon approval of the 9019 Motion, relief from stay shall be granted so
that the Class Action Lawsuit can proceed against the Debtor, with
recovery limited to any applicable insurance proceeds, as provided in this
Term Sheet.
j. No party admits liability as to any claims or defenses asserted in the Class
Action Lawsuit.
k. If any Wilhelm Party is selected as the successful bidder at the sale of the
Debtors assets as provided for herein, then if memberships are offered in
a club which utilizes any of those assets, then the memberships must be
offered to all past and present members of the Club on the same terms as
anyone else.

29
29
'
I
4266769.1
~ ~ - - - - - - - ~ ~ -
CORDILLERA GOLF HOLDINGS, LLC, a
Delaware limited liability company
BY: CGH Manager, LLC, a Delaware
limited liability company, its Manager
By:_-,-----,-, __ -=-:-::-:-'--:---------
David A. Wilhelm, Manager
CORDILLERA F&B, LLC, a
BY:---,--,---cc--,--------
Patrick D. Wilhelm, Manager
WFP CORDILLERA, LLC, a
limited liability company, its Manager
By: ____________ _
WFP INVESTMENTS, LLC, a
B Y : _ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ -
David A. Wilhelm, Company Manager
14
29
4266769.1
CORDILLERA GOLF CLUB, LLC, a
BY:_=--:-:-:--::::-:---:--=--::----
Daniel L. Fitchett, Jr., CEO
CORDILLERA GOLF HOLDINGS, LLC, a
ltmited HabilitY. company, its Man,,,_-
'
CORDILLERA F&B, LLC, a
1
/)
BY: ~ : ! : d W a ~ ~
flltriCk D. Wilhelm, Manager
WFP CORDILLERA, LLC, a
14
--
29
4266769:1
CGH MANAGER, LLC, a
Delaware linu e

navid A. Wilhelm, Manager
OFFICIAL COMMITTEE OF UNSECURED
CREDITORS

Dennis Meir, Chairman of the Committee
CHERYL M. FOLEY, individually
and as a Member Representative
THOMAS individually
JUNE WILNER, individually
CHARLES JACKSON, individually
15
29
CGH MANAGER, LLC, a
BY: __ -,--,-________ _
CREDITORS
DAVID A. WILHELM, an individual
PATRICK D. WILHELM, an individual
THOMAS WILNER, individually
JUNE WILNER, individually
15
Error! Unknown document property name.
29
Sep 23 12 11 :29a Cheryl Foley
4266769.l
9709262027
CGH MANAGER, LLC, a
BY:. ____________ _
CREDITORS
p.1
By: __ - : - ~ - : - - - : : - : - . , - - - - - : : - : , . - - - : : : - - - - - :
Dennis Meir, Chairnmn of the Committee
PATRICK D. WILHELM:, an individual
JANE WILNER, individually
15
29
CGH MANAGER, LLC, a
BY: ____________ _
CREDITORS
BY:---:=----:-.,-,-.,---,-,---,------:-:---:-----:-
Dennis Meir , Chairman of the Committee
and as a ber ~ v e
~ i F . } ~
OMAS WILNER, individually
15
29
4266769.1
CGH MANAGER, LLC, a
BY:
- - - - ~ - - - - ~ - - - - - - - - - - - - - - - -
OFFICIAL CO!vflvliTTEE OF UNSECURED
CREDITORS
BY: _____________ _
Dennis Meir , Chairman of the Committee
15
29
4266769.!
0 , individually
KEVIN B. ALLEN, individually
CORDILLERA TRANSITION CORPORATION,
INC.
BY:
-----------------------
CORDILLERA VALLEY CLUB PROPERTY
OWNERS ASSOCIATION, INC.
BY: ________________________ __
TIMBER SPRINGS PROPERTY OWNERS
ASSOCIATION, INC.
BY: ______________________ _
ALPINE BANK, a Colorado banking corporation
By: ______________ .:.._ ________ __
Name: ________________________ __
Title: __________________________ _
16
29
4266769.1
MARY JACKSON, individually
-tift'@_
KE IN B. ALL N-;ln!Jj.vitfually
a p ' ~ as a Member Representative
I
INC.
BY.:_-----------------------
BY: ______________________ __
ASSOCIATION, INC.
BY:
----------------------
By:: ______________________ _
Nrume:. ________________________ _
Title:. ________________________ __
I6
29
4260429.1
INC.
BY:
------------------------
ASSOCIATION, INC.
BY: ________________ _
CORDILLERA METRO PO LIT AN DISTRICT
BY: _________________ __
16
29
4266769.1
INC.
BY:
----------------------------
CORDILLERA Y ALLEY CLUB PROPERTY
BY:
-----------------------
T!NIBER SPRINGS PROPERTY OWNERS
ASSOCIATION, INC.
BY:
-----------------------

Title: 'fres/Jm-1 t
16
29
CORDILLERA PROPERTY OWNERS
INc-.:-//)

Lois Van Deusen, President
CORDILLERA METROPOLITAN DISTRICT

Nanette Kuich, Pre;ident

LOIS VANDEUSEN, a CPOA Individual

a CPOA Individual
_ s
GLENN BOURLAND, a CPOA Individual
17
29
4266769.1
CORDlLLERA TRANSITION CORPORATION,
INC.
R BERT VANOUREK, a CT.
A f:lct.'(h_do /1} 4-VYL-
DAVID TEMIN, a CTC Individual
SARAH BAKER, a CTC Individual
DAVID BENTLEY, a ere Individual
18
29
4266769.1
CORDILLERA TRANSITIONCORPORATION,
INC.
BY: ____________ _
Denise Delaney, President
DENISE DELANEY, a CTC Individual
RAYMOND OGLETHORPE, a CTC Individual
ROBERT V ANOUREK, a CTC Individual
GARY EDWARDS, a CTC Individual
S H BAKER, a CTC In iv1dual
NELSON SIMS, a CTC Individual
DICK ROTHKOPF, a CTC Individual
DAVID BENTLEY, a CTC Individual
18
29
4266769.1
INC.
By :_-:::--:--=-:------::-----c:-:-----
Denise Delaney, President
DENISE DELANEY, a CTC Individual
RAYMOND OGLETHORPE, a CTC Individual
ROBERT VANOUREK, a CTC Individual
GARY EDWARDS, a CTC Individual
SARAH BAKER, a CTC Individual
NELSON SIMS, a CTC Individual
DICK ROTHKOPF, a CTC Individual
IDBEN
18

In Re:) ) Cordillera Golf Club, LLC) Case No. 12-24882-ABC Tax ID / EIN: 27-0331317) Chapter 11) Debtor.)

Diunggah oleh

Informasi Dokumen

Deskripsi Asli:

Judul Asli

Hak Cipta

Format Tersedia

Bagikan dokumen Ini

Bagikan atau Tanam Dokumen

Opsi Berbagi

Apakah menurut Anda dokumen ini bermanfaat?

Apakah konten ini tidak pantas?

Hak Cipta:

Format Tersedia

In Re:) ) Cordillera Golf Club, LLC) Case No. 12-24882-ABC Tax ID / EIN: 27-0331317) Chapter 11) Debtor.)

Diunggah oleh

Hak Cipta:

Format Tersedia

MHDocs 4069106_1 13152.

Anda mungkin juga menyukai