UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CORDILLERA GOLF CLUB, LLC1 dba The Club

at Cordillera, Debtor. Chapter 11 Case No. 12-11893 (CSS)

Hearing Date: July 27, 2012 at 1:00 p.m. (ET) Objection Deadline: July 20, 2012 at 4:00 p.m. (ET)

APPLICATION OF THE DEBTOR AND DEBTOR IN POSSESSION FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE The above-captioned debtor and debtor-in-possession (the "Debtor") hereby applies to this Court (this "Application") for entry of an order ("Order"), in substantially the form attached hereto as Exhibit "A", authorizing and approving the retention and employment of Foley & Lardner LLP (the "Firm" or "Foley & Lardner") as general bankruptcy counsel to the Debtor in this Chapter 11 Case, nunc pro tunc to the Petition Date (as defined below), pursuant to Section 327(a) of title 11 of the United States Code, 11 U.S.C. 101-1532 as amended (the "Bankruptcy Code") and Rule 2014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local Rules"). In support of this Application, the Debtor relies upon the Declaration of Christopher Celentino (the "Celentino Declaration") attached hereto as Exhibit "B". In further support of this Application, the Debtor respectfully states:

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is XX-XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, Colorado 81632.
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JURISDICTION 1. This Court has jurisdiction over this Application under 28 U.S.C. 157 and 1334

and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, 2012. This matter is a core proceeding within the meaning of 28 U.S.C. 157(b)(2), and the Court may enter a final order consistent with Article III of the United States Constitution. Venue of this proceeding and this Application in this District is proper under 28 U.S.C. 1408 and 1409. 2. The statutory bases for the relief requested herein are Bankruptcy Code Section

327(a) and Rule 2014 of the Bankruptcy Rules and Rule 2014-1 of the Local Rules. BACKGROUND 3. On June 26, 2012 (the "Petition Date"), the Debtor filed its voluntary petition for

relief under chapter 11 of the Bankruptcy Code (the "Chapter 11 Case"). The Debtor is operating its business and managing its properties as a debtor-in-possession pursuant to 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in this Chapter 11 Case. 4. A description of the Debtor's business and the reasons for commencing this

Chapter 11 Case, and the relief sought from the Court to allow for a smooth transition into chapter 11, are set forth in the Affidavit of Daniel L. Fitchett, Jr. in Support of Chapter 11 Petition and First Day Relief, filed on the Petition Date [Docket No. 2] (the "First Day Affidavit"). 5. The Firm was retained by the Debtor specifically for this Chapter 11 proceeding

pursuant to an engagement agreement dated June 21, 2012 (the "Engagement Agreement"). RELIEF REQUESTED 6. By this Application, the Debtor seeks entry of an order by this Court authorizing

(a) the Debtor to employ and retain the Firm as its general bankruptcy counsel with regard to the filing and prosecution of this Chapter 11 Case effective nunc pro tunc to the Petition Date; and (b) the Firm's continued representation, in some instances as special and/or advisory counsel in 2
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related matters, and other completely unrelated matters, of the Debtor, David Wilhelm, WFP Investments, LLC and certain of their respective affiliates and/or related entities as further set forth in the Celentino Declaration; provided, however, that the Firm will only represent the Debtor, and not David Wilhelm or WFP Investments, LLC or any of their affiliates and/or related entities, in this Chapter 11 Case. BASIS FOR RELIEF REQUESTED A. Foley & Lardner's Qualifications as General Bankruptcy Counsel 7. The Debtor seeks to retain the Firm as its general bankruptcy counsel because of

the Firm's extensive experience and knowledge in the field of debtors' and creditors' rights and business reorganizations under chapter 11 of the Bankruptcy Code, and the extensive and top-tier national reputation of its Resort, Hospitality and Golf Industry Team. The Club owned and operated by the Debtor has been represented by the Foley firm for many years. Moreover, in preparing for this Chapter 11 Case, the Firm has become even more familiar with the Debtor's business and affairs and many of the potential legal issues which may arise in the context of this Chapter 11 Case. Accordingly, the Debtor believes that the Firm is both well qualified and uniquely able to represent them as bankruptcy counsel in this Chapter 11 Case in a most efficient and timely manner. The Debtor is also seeking to retain the firm of Young Conaway Stargatt & Taylor LLP ("Young Conaway") as local bankruptcy counsel and conflicts counsel as further set forth in the Celentino Declaration. The Firm and Young Conaway have discussed a division of responsibilities and will make every effort to avoid duplication of effort in these cases. B. Payment of Fees and Expenses 8. The Firm will seek Court approval of its compensation and reimbursement of its

actual, necessary expenses and other charges incurred by the Firm upon the filing of appropriate applications for interim and final compensation and reimbursement pursuant to Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules. The principal attorneys and paraprofessionals presently designated to represent the Debtor and their current standard hourly rates are: 3
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a) b) d) e) f) g) h) i) j)

Christopher Celentino, Partner Mikel R. Bistrow, Partner Erika Morabito, Partner Kathryn M.S. Catherwood, Partner Dawn A. Messick, Associate Brittany Nelson, Associate Matthew Riopelle, Associate Caron C. Burke, Paraprofessional Vicki L. Goldsmith, Paraprofessional

$675 $710 $680 $615 $440 $470 $380 $225 $175

The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions. Other attorneys and paralegals may from time to time serve the Debtor in connection with the matters herein described. 9. The hourly rates set forth above are the Firm's standard hourly rates for work of

this nature. It is the Firm's policy to charge its clients in all areas of practice for all other expenses incurred in connection with a client's case. The expenses charged to clients include, among other things, photocopy and facsimile, messenger and delivery service, online research, travel, work processing, court costs, and search and filing fees, certain telephone charges and overnight delivery charges. The Firm will charge the Debtor for these expenses in a manner and at rates consistent with charges made generally to the Firm's other clients. The Firm's current cost schedule is attached to the Celentino Declaration as Exhibit "D". 10. As set forth in the Celentino Declaration, the Firm has not shared or agreed to

share any of its compensation from the Debtor with any other person, other than as permitted by Section 504 of the Bankruptcy Code. C. Services to Be Provided 11. The professional services that the Firm will render to the Debtor include, but shall

not be limited to, the following:

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a)

to provide legal advice with respect to the Debtor's powers and duties as Debtor-in-Possession in the continued operation of their business (utilizing the specialty expertise of the Firm's Resort, Hospitality and Golf Industry Team), management of their properties and sale of their assets;

b)

to prepare and pursue confirmation of a plan and approval of a disclosure statement;

c)

to prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports and other legal papers;

d)

to appear in Court and to protect the interests of the Debtor before this Court;

e)

to prosecute for the Debtor and defend the Debtor in litigated matters that may arise during the case;

f)

to commence and conduct any and all litigation or other action necessary or appropriate to assert rights held by the Debtor; and

g)

to perform all other legal services for the Debtor which may be necessary and proper in this proceeding.

D.

Bankruptcy Rule 2014 Disclosure 12. To the best of the Debtor's knowledge, and except as disclosed herein and in the

Celentino Declaration, the Firm has not represented the Debtor's creditors, or any other partiesin-interest, or their respective attorneys, in any matter relating to the Debtor or the estate. Subject to the connections disclosures set forth in the Celentino Declaration, the Firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code in that the Firm, its partners, counsel and associates: a) b) are not creditors, equity security holders, or insiders of the Debtor; are not and were not, within two (2) years before the Petition Date, directors, officers, or employees of the Debtor; and

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c)

do not have an interest materially adverse to the interests of the Debtor's estate or of any class of the Debtor's creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason.

13.

For the above reasons, the Debtor submits that the Firm's employment is

necessary and in the best interests of the Debtor and the estate.

E.

The Firm's Continued Representation of the Debtor, David Wilhelm, WFP

Investments, LLC and Certain of Their Affiliates. 14. As set forth in detail in the Celentino Declaration, the Firm has in the past and is

currently representing the Debtor, David Wilhelm, WFP Investments, LLC and certain of their respective affiliates and/or related entities in matters related to the Debtor and its golf course and other properties, and has also represented one or more of these entities in completely unrelated matters. The Debtor respectfully requests herein that the Court authorize the continued representation, in some instances as special and/or advisory counsel in related matters, and other completely unrelated matters, of the Debtor, David Wilhelm, WFP Investments, LLC and certain of their respective affiliates and/or related entities as set forth more fully below and in the Celentino Declaration, as the interests of those entities are aligned with Debtor related to those representations; provided, however, that the Firm will only represent the Debtor, and not David Wilhelm or WFP Investments, LLC or any of their affiliates and/or related entities, in this Chapter 11 Case; and further, provided, that such persons and entities shall secure separate and independent counsel to represent their interests in this Chapter 11 Case. Indeed, the Firm is aware that David Wilhelm has retained James Holman of Duane Morris LLP to represent his interests in this Chapter 11 Case. 15. The Debtor does not believe that the Firm's past, present and future representation

of the entities set forth in the Celentino Declaration will be detrimental to the concurrent representation of certain of the same and do not believe that such representation or involvement poses any conflict of interest or "disinterestedness" issues. Out of an abundance of caution, 6
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however, the Firm sought and secured a waiver of any past, present and/or future conflicts of interest from the Debtor, David Wilhelm, WFPI, the WFP Cordillera, Cordillera Golf Holdings, CGH, Cordillera Development, LLC, Mayacama Lot 24, LLC and Patrick Wilhelm (the "Waiver Entities") so that the Firm can represent the Debtor in this Bankruptcy Case. Pursuant to the terms of the waiver, the Firm will not represent any of the Waiver Entities in connection with any controversy or dispute involving the Debtor nor will the Firm represent any of the Waiver Entities in connection with any controversy or dispute should one arise between any one or more of the Waiver Entities in any matter. The Firm does not, nor will it, represent any of the Waiver Entities, other than the Debtor, in the Debtor's Bankruptcy Case. 16. The bankruptcy attorneys working on this Chapter 11 Case have not worked on

any of the matters involving the Debtor (except as it may relate to the Bankruptcy Case), David Wilhelm, WFP Investments, LLC and any of the Waiver Entities or certain of their respective affiliates and/or related entities. 17. Mr. Wilhelm is an alleged secured creditor, with a scheduled claim of

$7,260,629.41 against the Debtor. The Firm does not represent Mr. Wilhelm in this Chapter 11 Case. Mr. Wilhelm is represented by James J. Holman at Duane Morris LLP, who is likewise competent and highly ethical, and can and will assist Mr. Wilhelm in dealing with any creditor or the Debtor. 18. arrangements. NOTICE 19. The Debtor will provide a copy of this Application to: (a) the Office of the United The Debtor has reviewed and have approved of the Firm's representation

States Trustee; (b) the United States Securities and Exchange Commission; (c) the Office of the United States Attorney for the District of Delaware; (d) the Internal Revenue Service; (e) the Debtor's twenty (20) largest unsecured creditors; (f) the Debtor's cash management banks, (g) counsel to prepetition secured lenders, (h) counsel to proposed post-petition secured lender; (i) any statutory committee appointed in these proceedings and/or any counsel so selected to 7
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represent said committee; and G) all parties requesting notice pursuant to Bankruptcy Rule 2002.

In light of the nature ofthe reliefrequested, the Debtor submits that no further notice is required
or needed under the circumstances. A copy of the Application is available on the Court's website (www.deb.uscourts.gov) and the website established by the Claims Agent for the Debtor's Chapter 11 Case (www.omnimgt.com/cordilleragolfclub). Additional copies ofthe Application are available by contacting: Michael R. Nestor Josenh M. Barry l 000 N. King Street Rodney Square Wilmington, Delaware 1980 1 Telephone; p02) 571-6600 Facsimile: (302) 571-1253

NO PRIOR REQUEST
20. other Court. WHEREFORE, the Debtor respectfully requests that this Court enter the Order, substantially in the form attached hereto as Exhibit A, authorizing and approving the retention of Foley & Lardner LLP as general bankruptcy counsel to the Debtor in this Chapter 11 Case, nunc No prior application for the relief requested herein has been made to this or any

pro tunc to the Petition Date, pursuant to Section 327(a) the Bankruptcy Code and Rule 2014 of
the Bankruptcy Rules.

Dated: June 10,2012 Wilmington, Delaware

Daniel L. Fitchett, Jr. Chief Executive Officer ofDebtor and Debtor in Possession

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Cordillera Golf Club, LLC,1 dba The Club at Cordillera, Debtor. Chapter 11 Case No. 12-11893 (CSS)
Hearing Date: July 27, 2012 at 1:00 p.m. (ET) Objection Deadline: July 20, 2012 at 4:00 p.m. (ET)

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

PLEASE TAKE NOTICE that the above-captioned debtor and debtor in possession (the Debtor) has filed the attached Application of the Debtor for an Order Authorizing the Retention and Employment of Foley & Lardner LLP as General Bankruptcy Counsel for the Debtor Nunc Pro Tunc to the Petition Date (the Application). PLEASE TAKE FURTHER NOTICE that responses, if any, to the Application must be filed with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before July 20, 2012 at 4:00 P.M. (ET) (the Objection Deadline). At the same time, you must serve a copy of your response upon the undersigned counsel. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE APPLICATION WILL BE HELD ON JULY 27, 2012 AT 1:00 P.M. (ET) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR, COURTROOM NO. 6, WILMINGTON, DELAWARE 19801.

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is: XXXXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, CO 81632.
01:12274699.1

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING. Dated: Wilmington, Delaware July 10, 2012 FOLEY & LARDNER LLP Christopher Celentino (CA No. 131688) Mikel Bistrow (CA No. 102978) Erika Morabito (VA No. 44369) Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: (619) 234-6655 Facsimile: (619) 234-3510 -andYOUNG CONAWAY STARGATT & TAYLOR, LLP

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

Proposed Counsel for Debtor and Debtor in Possession

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EXHIBIT "A" Proposed Order

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CORDILLERA GOLF CLUB, LLC1 dba The Club at Cordillera, Debtor. Chapter 11 Case No. 12-11893 (CSS) Ref. Docket No. ___

ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE Upon consideration of the Application2 of the Debtor for entry of an order authorizing the Debtor to retain and employ the law firm of Foley & Lardner LLP (the "Firm") as its general bankruptcy counsel, pursuant to Section 327(a) of the Bankruptcy Code, Rule 2014 of the Bankruptcy Rules and Rule 2014-1 of the Local Rules; and it appearing that the relief requested is in the best interests of the Debtor's estates, its creditors, and other parties in interest; and it appearing that this Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334; and it appearing that this Application is a core proceeding pursuant to 28 U.S.C. 157(b)(2); and upon the Celentino Declaration in support thereof; and this Court being satisfied based on the representations made in the Application and the Celentino Declaration that said attorneys represent no interest adverse to the Debtor's estate with respect to the matters upon which they are to be engaged, that they are disinterested persons as that term is defined under section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and

The Debtor in this chapter 11 case, and the last four digits of its employer tax identification number, is XX-XXX1317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards, Colorado 81632. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Application.
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that their employment is necessary and in the best interests of the Debtor's estate; and due and sufficient notice of the Application having been given; and it appearing that no other or further notice need be provided; and after due deliberation and sufficient cause therefore, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: 1. 2. The Application is GRANTED. In accordance with Section 327(a) of the Bankruptcy Code, the Debtor, as debtor

and debtor-in-possession, is hereby authorized to retain and employ the firm of Foley & Lardner LLP as its general bankruptcy counsel on the terms set forth in the Application, the Celentino Declaration and the Engagement Agreement, effective nunc pro tunc to the Petition Date. 3. The Firm shall be entitled to allowance of compensation and reimbursement of

expenses upon the filing and approval of interim and final applications pursuant to the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court and such other orders as this Court may direct. 4. The Debtor is authorized to take all actions necessary to effectuate the relief

granted pursuant to this Order in accordance with the Application, the Celentino Declaration and the Engagement Agreement. 5. The Firm's continued representation, including as special and/or advisory counsel

in the CTC Litigation and the Member Lawsuit (as defined in the Celentino Declaration) and other unrelated matters, of the Debtor, David Wilhelm, WFP Investments, LLC and certain of their respective affiliates and/or related entities as further set forth in the Celentino Declaration is hereby authorized; provided, however, that the Firm will only represent the Debtor in this Chapter 11 Case. 6. This Court retains jurisdiction with respect to all matters arising from or related to

the implementation of this Order. Dated: July Wilmington, Delaware CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE
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EXHIBIT "B" Celentino Declaration

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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re CORDILLERA GOLF CLUB, LLC1 dba The Club at Cordillera, Debtor. Chapter 11 Case No. 12-11893 (CSS)

DECLARATION OF CHRISTOPHER CELENTINO IN SUPPORT OF APPLICATION OF THE DEBTOR AND DEBTOR IN POSSESSION FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF FOLEY & LARDNER LLP AS GENERAL BANKRUPTCY COUNSEL TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE PURSUANT TO BANKRUPTCY CODE SECTION 329, RULES 2014 AND 2016(B) OF THE BANKRUPTCY RULES AND LOCAL RULE 2016-1 I, Christopher Celentino, declare as follows: 1. I am an attorney duly admitted to practice before this Court. See Order Granting

Motion Pro Hac Vice [Dkt. No. 27]. I am a partner of the law firm Foley & Lardner LLP ("Firm" or "FL"), proposed counsel for Debtor and Debtor-in-Possession Cordillera Golf Club, LLC dba The Club at Cordillera (hereinafter "Applicant" or "Debtor") in the above-captioned matter. 2. The facts stated below are personally known to me, except for those matters based

upon information and belief and as to those, I believe them to be true. If called as a witness, I could and would competently testify to the truth of such facts. 3. The Firm was retained by the Debtor specifically for this Chapter 11 proceeding

pursuant to an engagement agreement dated June 21, 2012.

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

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4.

The Firm is a large, prestigious international firm which has been serving United

States communities since 1842. As is common in a large firm, the Firm has represented clients who have some connection to parties involved in the above captioned case (the "Bankruptcy Case"). At my direction, the Firm has performed a search in its computerized conflict resolution system for the Debtor, its creditors and other parties in interest in the Bankruptcy Case provided to the Firm. 5. To the best of my knowledge, information and belief, neither the Firm, nor any of

its partners has any interest in the estate of this Debtor, except as otherwise set forth herein. Similarly, to the best of my knowledge, information and belief, neither the Firm, nor any of its partners or associates represent any interest adverse to this estate with respect to the matters for which the Firm is to be employed and appointed, except as otherwise set forth herein. 6. I believe the Firm is a "disinterested person" as that term is defined in Section

101(14) of the Bankruptcy Code in that the Firm, its partners, counsel and associates: a) b) are not creditors, equity security holders, or insiders of the Debtor; are not and were not, within two (2) years before the Petition Date, directors, officers, or employees of the Debtor; and c) do not have an interest materially adverse to the interests of the Debtor's estate or of any class of the Debtor's creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. 7. Consistent with Bankruptcy Rule 2014, I have chosen to disclose each and every

"connection" the Firm may have to such creditors or parties in interest in the Bankruptcy Case, adopting the broadest possible definition of the word "connection." I am confident that there do not exist any conflicts, potential conflicts or other connections between the Firm and creditors or parties in interest that would impact the retention of the Firm under the standards for employment of general bankruptcy counsel as set forth in Section 327(a) of title 11 of the United States Code, as amended (the "Bankruptcy Code"). Nevertheless, set forth below is a complete, detailed discussion and disclosure of each "connection" the Firm may have with creditors or
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parties in interest. The Firm will supplement this Declaration with any necessary disclosures of further connections identified to creditors and other parties of interest in this Bankruptcy Case from time to time, and as appropriate under the relevant circumstances. 8. Notwithstanding the above, and out of an abundance of caution, to assist the

Debtor in analyzing matters related to any creditor or party in interest for which a waiver agreement is sought and not granted regarding any such creditor or party in interest, the Debtor has retained Young Conaway Stargatt & Taylor ("Young Conway") as its local counsel in this Bankruptcy Case; and, in that connection, to the extent necessary or appropriate in the Bankruptcy Case, Young Conaway has agreed to also serve as "conflicts" counsel to advise the Debtor on any matter or issue that the Firm - in the exercise of the most conservative analysis cannot, will not or should not otherwise so advise the Debtor or, alternatively, which can be more efficiently handled by Young Conaway. Young Conaway has a distinguished reputation, is among the most ethical and competent attorneys in Delaware, and can and will aggressively represent the Debtor adverse to these creditors, or any other creditor or party in interest, in this Bankruptcy Case if needed. A. Connection with Debtor, David Wilhelm, WFP Investments, LLC and their

Respective Affiliates. 9. The Firm has in the past represented, and is currently representing, WFP

Cordillera, LLC, a Delaware limited liability company ("WFP Cordillera") in various matters, including those related to the Debtor and its properties. David A. Wilhelm ("Wilhelm") currently holds all of the membership interests in WFP Cordillera. WFP Cordillera in turn is the holder of all of the membership interests in Cordillera Golf Holdings, LLC, a Delaware limited liability company ("Cordillera Golf Holdings"). There are certain individuals and entities (including Wilhelm), who may hold economic interests in Cordillera Golf Holdings, but who do not hold membership interests. Cordillera Golf Holdings in turn holds all of the membership interests in the Debtor. WFP Cordillera is also a guarantor under the Alpine Bank Loan and the Rush/Cordillera Loan described below and, as is customary in such multi-party transactions, the
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Firm served as special counsel only to WFP Cordillera (for purposes of issuing the closing opinion) in connection with those loan transactions. 10. The Firm has in the past represented, and in certain cases is currently

representing, Cordillera Golf Holdings in matters related to the Debtor and its properties. Cordillera Golf Holdings is also a guarantor under the Alpine Bank Loan and the Rush/Cordillera Loan described below and, as is customary in such multi-party transactions, the Firm served as special counsel only to Cordillera Golf Holdings (for purposes of issuing the closing opinion) in connection with those loan transactions. 11. Additionally, the Firm has in the past, and in some cases is currently, representing

other entities affiliated with WFP Cordillera, including, without limitation, the Debtor and CGH Manager, LLC, a Delaware limited liability company ("CGH") in matters relating to the Debtor and its properties as well as unrelated matters (WFP Cordillera, Cordillera Golf Holdings, CGH and all other entities affiliated with the Debtor shall be referred to herein as the "Debtor Affiliated Entities"). CGH is the non-member Manager of WFP Cordillera, Cordillera Golf Holdings and the Debtor. CGH does not conduct any separate business activities. 12. The Firm has in the past represented, and is currently representing, Wilhelm and

WFP Investments, LLC ("WFPI"), and their respective affiliates (collectively, the "Wilhelm Affiliated Entities"), in connection with various matters, both related and unrelated to the Debtor and its properties, including matters relating to the Mayacama Golf Club, located in Sonoma, California, Roaring Fork Club, located in Basalt, Colorado, Chileno Bay, located in Cabo San Lucas, Mexico, and Starkdale Farms, located in Duchess, New York, as well as other projects and matters. Neither WFPI nor any of the Wilhelm Affiliated Entities have any ownership interest in the Debtor. However, WFPI and Wilhelm are guarantors under the Alpine Bank Loan and the Rush/Cordillera Loan described below. At the request of the Debtor, as is customary in such multi-party transactions, the Firm served as special counsel only to WFPI and Wilhelm (for purposes of issuing the closing opinion), in connection with those loan transactions.
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13.

The Firm has in the past represented, and is currently representing, the Debtor in

connection with the Debtor's Alpine Bank Loan, in the original principal sum of approximately $13.7M, secured by certain of the Debtor's assets and properties (the "Alpine Bank Loan"). The Alpine Bank Loan is guaranteed by Wilhelm, WFPI and certain of the Debtor Affiliated Entities. 14. The Firm has in the past represented, and is currently representing, the Debtor in

connection with Wilhelm's loan to the Debtor, in the original principal sum of approximately $7.75M, secured by certain of the Debtors assets and properties ("Wilhelm/Cordillera Loan"). The Firm is not representing Wilhelm in connection with the Wilhelm/Cordillera Loan. In this regard, Wilhelm has retained separate legal counsel to represent him in connection with the Wilhelm/Cordillera Loan. 15. The Firm has in the past represented, and is currently representing, the Debtor in

connection with Dr. Jeffrey Rush's loan to Wilhelm, in the original principal sum of approximately $3.75M ("Rush/Cordillera Loan"). The Debtor, certain of the Debtor Affiliated Entities, WFPI and Wilhelm are all guarantors of the Rush/Cordillera Loan. The Debtor Affiliated Entities, WFPI and Wilhelm have all retained separate legal counsel to represent them in connection with the Rush/Cordillera Loan. Furthermore, Dr. Jeffrey Rush has retained separate legal counsel to represent him in connection with the Rush/Cordillera Loan. 16. The Firm appears to have in the past, and/or appears to be currently representing

one or more other affiliated entities, including Cordillera Development, LLC; Mayacama Lot 24, LLC; CVC GP, LLC; Valley Golf, LLC; Cordillera Valley Club Investors, LP; Cordillera F&B, LLC; Summit Food And Beverage, LLC; Mountain F&B, LLC; and CVC Management, LLC; CL Wind Rose Holdings, LLC; 32 Winds LLC; Roaring Fork Mountain Lodge Aspen, LLC; Roaring Fork Mountain Lodge Snowmass, LLC; Wind Rose Dutchess, LLC; Wind Rose Snowmass Building 11, LLC; Mayacama Golf Club, LLC; Maycama Investments, LLC; Roaring Fork Club, LLC; CLA Mayacama Holdings, LLC; Mayacama Holdings, LLC; Cordillera Mayacama Investors LLC; Cordillera Summit Golf, Inc.; Cordillera Club Properties LLC; and Cordillera Valley Club Investors Limited in connection with various matters relating to the matters described above and/or as well as other projects or matters. Some of these entities are
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now dissolved. Specifically: (a) Cordillera Development, LLC was formed to undertake certain of the development activities at Cordillera; (b) Cordillera Development LLC has not in the past, and is not currently, involved in any business activities; and (c) CVC GP LLC, Valley Golf, LLC, Cordillera Valley Club Investors, LP, Cordillera F&B, LLC, Summit Food and Beverage, LLC; Mountain F&B, LLC; and CVC Management, LLC; Cordillera Summit Golf, Inc.; Cordillera Club Properties LLC; and Cordillera Valley Club Investors Limited, were all formed previously in connection with the prior ownership, or in connection with the acquisition, of the Cordillera Golf Club none of these entities are currently active and have all been dissolved, or will be dissolved in the near future; and (d) Mayacama Lot 24, LLC, CL Wind Rose Holdings, LLC; 32 Winds LLC; Roaring Fork Mountain Lodge Aspen, LLC; Roaring Fork Mountain Lodge Snowmass, LLC; Wind Rose Dutchess, LLC; Wind Rose Snowmass Building 11, LLC; Mayacama Golf Club, LLC; Maycama Investments, LLC; Roaring Fork Club, LLC; CLA Mayacama Holdings, LLC; Mayacama Holdings, LLC; Cordillera Mayacama Investors LLC, are all entities that were formed in connection with other projects unrelated to the Debtor and have no involvement with respect to the Debtor, other than in connection with the Premier/Charter Membership Program described below. 17. The Debtor previously offered and sold certain Premier and Charter

Memberships. These memberships entitle the holder, and certain designated family members, to have access to and to play golf at other private clubs owned or controlled by Wilhelm including, Mayacama Golf Club, Sonoma, California and Roaring Fork Club, Basalt, Colorado (Wilhelm no longer owns or controls Roaring Fork Club) ("Premier/Charter Membership Program"). 18. The Firm has in the past and is currently serving as advisory counsel to WFP

Cordillera, Cordillera Golf Holdings, the Debtor and Wilhelm in connection with the prosecution of the pending litigation against the Cordillera Transition Corporation Inc., et. al. (the "CTC Litigation"). The Firm is serving as advisory counsel only and is not currently named as attorneys of record in the CTC Litigation, and anticipates remaining in an advisory capacity role as the outcome of that case may be relevant to the Chapter 11 proceeding.
6
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19.

On May 24, 2011, the Debtor filed the CTC Litigation complaint in the District

Court for Eagle County, Colorado. As set forth in further detail in the Affidavit of Daniel L. Fitchett, Jr., in Support of Chapter 11 Petition and First Day Relief, filed on June 26, 2012 [Docket No. 2] (the "First Day Affidavit"), and incorporated herein by reference, the Debtor's case turns upon a series of actions taken by a sub-group of Club (defined below) members in furtherance of an apparent strategy to discredit the Debtor, incite Club member resignations, damage the Debtor financially and reputationally, and ultimately seize ownership of the Club at a substantially discounted valuation. See First Day Affidavit at Paragraph 35. 20. The CTC Litigation complaint asserts seven causes of action for (1) Tortious

Interference with Contract; (2) Tortious Interference with Prospective Business Advantage; (3) Colorado Organized Crime Control Act; (4) Fraud; (5) Fraud in the Inducement; (6) Civil Conspiracy/Collusion; and (7) Defamation. The parties presently are in midst of discovery. Written discovery has been exchanged by all parties with approximately 145,000 pages of documents produced in the case. The first series of depositions is scheduled to commence the week of July 9, 2012 with additional depositions in the process of being scheduled. A three week jury trial is set for April 1-19, 2013. Id. at Paragraph 36. 21. Later in June 2011, in response to the CTC Litigation, a class action suit was filed

against the Debtor and WFP Cordillera, Cordillera Golf Holdings, Wilhelm, WFPI, Patrick Wilhelm, Cordillera F & B, LLC and CGH for breach of contract, alleging that management was required to open all facilities. Foley, et. al. v. Cordillera Golf Club LLC, 2011 CV 552 filed in Eagle County District Court, Colorado ("Member Lawsuit").2 Id. at Paragraph 37. Class Plaintiffs seek return of all 2011 membership dues paid as well as an expedited refund of their membership deposits. Id. 22. On May 4, 2012, the Debtor filed a motion to dismiss the securities claims that

were added by way of third amended complaint. Two other defendants filed a separate motion to
2

A named Plaintiff, Foley, has no relation to the Debtor's proposed counsel, Foley & Lardner LLP.
7
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dismiss for failure to state facts upon which relief may be granted. A decision on both motions is pending. Id. at Paragraph 38. 23. The Firm has in the past, and is currently serving as special counsel to WFP

Cordillera, Cordillera Golf Holdings, the Debtor, Wilhelm, WFPI, Patrick Wilhelm, Cordillera F & B, LLC and CGH in connection with the defense the Member Lawsuit. Gordon & Rees is the primary counsel in the Members Lawsuit (the insurance carrier, Zurich, designated Gordon and Rees to handle the defense of the matter) and the Firm is only acting as special counsel. The Firm is accepting partial payment from Zurich in partial satisfaction for services incurred on the Defendants behalf regarding the Member Lawsuit. The Firm represents Aon Corporation against Zurich in another matter. The Firm sought and secured an advance waiver of future conflicts from the Defendants ("Advance Waiver"). Pursuant to the terms of the Advance Waiver, the Firm will not represent any of the Defendants if any one of the Defendants disagree on an issue even if such disagreement does not rise to the level of a true conflict and the Defendants are not able to resolve such issue. 24. The Patrick D. Wilhelm Trust U/T/A April 5, 1996, appears to have been and

currently is affiliated with the Firm's representation of certain entities set forth above in one or more matters. The Firm represents Patrick D. Wilhelm only as a nominal defendant in the Member Lawsuit. The Firm does not and has not represented the foregoing trust in any matter. 25. As set forth in the Application, the Debtor seeks authorization for the Firm's

continued representation of the Debtor, David Wilhelm, WFP Investments, LLC and their respective affiliates and/or related entities set forth above in the above matters including the CTC Litigation and the Member Lawsuit; provided, however, that the Firm will only represent the Debtor, and not David Wilhelm or WFP Investments, LLC or any of their affiliates and/or related entities, in this Bankruptcy Case. Indeed, pursuant to the Advance Waiver referred to in Paragraph 23 above, the Firm will withdraw from the representation of such entities in the Member Lawsuit in the event of a conflict or controversy. 26. Van A. Tengberg, a partner in the Firm, is an Independent Manager of WFPI.
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There are six Family Managers and three Independent Managers of WFPI. While the Firm does

not believe this relationship has any effect on the within representation, Mr. Tengberg has indicated a willingness to resign from such representation out of an abundance of caution should the Court deem necessary or appropriate while the Bankruptcy Case is pending. Mr. Tengberg does not have a membership or other economic interest in WFPI, Debtor, any of the WFPI Affiliated Entities or any of the Debtor Affiliated Entities. 27. James Clark, a partner in the Firm, and/or his wife, is a member of the Cordillera

Golf Club, the club owned and operated by the Debtor (the "Club"). Mr. Clark has consented to the Firm's representation of the Debtor herein. 28. The Firm is not a creditor of the Debtor and, likewise, the Debtor does not owe

any payments to the Firm for services rendered by the Firm. WFPI, Wilhelm, one or more of the other WFPI Affiliated Entities and/or one or more of the Debtor Affiliated Entities set forth above may owe payment for services rendered by the Firm, both prior to and after the petition date. 29. The Firm does not believe that the Firm's past, present and future representation

of the entities set forth above will be detrimental to the concurrent representation of certain of the same and does not believe the foregoing representation or involvement poses any conflict of interest or "disinterestedness" issues; indeed, the Firm believes, because of its long-standing relationship with the Debtor and its affiliates, the Firm is in a unique position to provide the most valuable services to the Debtor. Out of an abundance of caution, however, the Firm sought and secured a waiver of any past, present and/or future conflicts of interest from the Debtor, David Wilhelm, WFPI, WFP Cordillera, Cordillera Golf Holdings, CGH, Cordillera Development, LLC, Mayacama Lot 24, LLC and Patrick Wilhelm (the "Waiver Entities") so that the Firm can represent the Debtor in this Bankruptcy Case. Pursuant to the terms of the waiver, the Firm will not represent any of the Waiver Entities in connection with any controversy or dispute involving the Debtor nor will the Firm represent any of the Waiver Entities in connection with any controversy or dispute should one arise between any one or more of the Waiver Entities in any matter. The Firm does not, nor will it, represent any of the Waiver Entities, other than the Debtor, in the Debtor's Bankruptcy Case.
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30.

The attorneys working on this Bankruptcy Case have not worked on any of the

matters involving the Debtor (except as it may relate to the Bankruptcy Case), David Wilhelm, WFP Investments, LLC and certain of their respective affiliates and/or related entities. B. Connections with Creditors and Parties in Interest. (i) Connection with Current Active Client for Which a Conflict Waiver

Letter Has Been Obtained, or May be Sought. a. 31. David A. Wilhelm ("Wilhelm").

Wilhelm currently holds all of the membership interests in WFP Cordillera. WFP

Cordillera in turn is the holder of all of the membership interests in Cordillera Golf Holdings. There are certain individuals and entities (including Wilhelm), who may hold economic interests in Cordillera Golf Holdings, but who do not hold membership interests. Cordillera Golf Holdings in turn holds all of the membership interests in the Debtor. Wilhelm is the sole manager and Chief Executed Officer and President of CGH which is the sole manager of the Debtor. Wilhelm is also Chairman of the Debtor. 32. The Firm has in the past represented, and is currently representing, Wilhelm as set

forth above. The Firm does not represent Wilhelm in this Bankruptcy Case. Wilhelm is an alleged secured creditor with a scheduled claim of $7,260,629.41. For bankruptcy purposes, we believe that this representation does not post any disinterested issue. Out of an abundance of caution, however, the Firm has sought and secured waiver of any past, present and/or future conflicts of interest from Wilhelm so that the Firm can represent the Debtor in this Bankruptcy Case. Pursuant to the terms of the waiver, the Firm will not represent any of the Waiver Entities, including Wilhelm, in connection with any controversy or dispute involving the Debtor nor will the Firm represent any of the Waiver Entities, including Wilhelm, in connection with any controversy or dispute should one arise between any one or more of the Waiver Entities in any matter. The Firm does not, nor will it, represent Wilhelm in the Debtor's Bankruptcy Case. 33. Finally, Wilhelm, is represented by James J. Holman at Duane Morris LLP, who

is likewise competent and highly ethical, and can and will assist Wilhelm in dealing with any creditor or the Debtor. I submit that this degree of separation of the Firm from Wilhelm is more
10
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than sufficient for these circumstances. The Debtor has reviewed and have approved of these arrangements. b. 34. Wells Fargo Financial Leasing ("WFFL").

WFFL is an alleged secured creditor with an aggregate scheduled claim of

$24,891.15 against the Debtor. This amount is not material to either WFFL, and/or its affiliates, or the Firm. The Firm does not currently represent WFFL in any matter. There is no conflict or disinterestedness issues; nevertheless, because Rules 2014 requests "connections," this connections is disclosed herein. 35. The Firm currently represents certain affiliates of WFFL including Wells Fargo

and Wells Fargo Bank, N.A. The Firm, however, does not represent WFFL or any of its affiliates in any matter related to the Debtor in this Bankruptcy Case. The Firm appears to represent an affiliate of WFFL (Wells Fargo Bank, National Association) in one or more nonbankruptcy matters where it appears that (1) one or more affiliates of Home Depot Credit (CitiFinancial, Inc. and Citigroup Global Capital Markets Inc.) are otherwise involved in one or more of such matters; (2) an affiliate of US Bank (U.S. Bank, N.A.) is a co-client in one or more of such matters; (3) an affiliate of US Bank (U.S. Bank, N.A.) is affiliated with Wells Fargo Bank, N.A. in one or more of such matters; (4) an affiliate of US Bank (U.S. Bank, N.A.) is otherwise involved in one or more of such matters; (5) an affiliate of US Bank (US Bank National Association, as trustee for Citigroup Mortgage Loan Trust 2007-WFHE1, AssetBacked-Pass-Through Certificates, Series 2007-WFHE1) is otherwise involved in one or more of such matters. 36. The Firm appears to represent an affiliate of WFFL (Wells Fargo Securities, LLC)

in a non-bankruptcy matter where it appears an affiliate of US Bank (US Bancorp) is affiliated with Wells Fargo Securities, LLC in such matter. 37. For conflict of interest purposes, we believe that this representation does not pose

any conflict of interest. Out of an abundance of caution, however, the Firm may seek a waiver of any potential conflict of interest from one or more of WFFL's affiliates, so that the Firm can represent the Debtor in this Bankruptcy Case. It is believed that the affiliates of WFFL will
11
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execute the waiver as presented. At this time, it is not expected that the Firm has grounds to, or will be asked to, object to the claim of WFFL, so any conflict is a potential conflict, at best. The Firm will file a supplemental declaration with the Court advising that the executed waiver letter, if necessary, has been received. Nevertheless, to assist the Debtor in analyzing matters related to any creditor or party in interest for which a waiver agreement is sought and not granted, including the potential issues with Wells Fargo and/or Wells Fargo Bank, N.A., the Debtor has retained Young Conway as its conflicts counsel to advise the Debtor on any matter or issue that Firm - in the exercise of the most conservative analysis - cannot, will not or should not otherwise so advise the Debtor or, alternatively, which can be more efficiently handled by Young Conaway. c. 38. Steven and June Smith.

Steven and June Smith are members of the Club operated and owned by the

Debtor. The Firm may currently represent, and may have represented, Mr. Smith and possibly Mrs. Smith in one or more active matters. The Firm does not represent Mr. or Mrs. Smith in any matter related to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. Smith are alleged unsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00 against the Debtor. This amount is not material to either Mr. or Mrs. Smith or the Firm. 39. For conflict of interest purposes, we believe that this representation does not pose

any conflict of interest. Out of an abundance of caution, however, the Firm will not seek a waiver of any potential conflict of interest from Mr. and/or Mrs. Smith relative to this Bankruptcy Case. Nevertheless, to assist the Debtor in analyzing matters related to any potential issues with Mr. and/or Mrs. Smith, if any, the Debtor has retained Young Conaway as its conflicts counsel to advise the Debtor on any matter or issue that Firm - in the exercise of the most conservative analysis - cannot, will not or should not otherwise so advise the Debtor or, alternatively, which can be more efficiently handled by Young Conaway. d. 40. Todd Alley.

Todd Alley is a member of the Club operated and owned by the Debtor. The
12

Firm appears to currently represent, and may have represented, Mr. Alley in one or more active
4852-1241-7551.5

matters. The Firm does not represent Mr. Alley in any matter related to the Debtor or other parties in this Bankruptcy Case. Mr. Alley and Mrs. Alley are alleged unsecured creditors with an aggregate scheduled disputed unsecured claim of $0.00. This amount is not material to either Mr. Alley or Mrs. Alley or the Firm. 41. For conflict of interest purposes, we believe that this representation does not pose

any conflict of interest. Out of an abundance of caution, however, the Firm will not seek a waiver of any potential conflict of interest from Mr. Alley and/or Mrs. Alley relative to this Bankruptcy Case. Nevertheless, to assist the Debtor in analyzing matters related to any potential issues with Mr. Alley and/or Mrs. Alley, if any, the Debtor has retained Young Conaway as its conflicts counsel to advise the Debtor on any matter or issue that Firm - in the exercise of the most conservative analysis - cannot, will not or should not otherwise so advise the Debtor or, alternatively, which can be more efficiently handled by Young Conaway. e. 42. Jack and Nancy Suarez.

Jack and Nancy Suarez are members of the Club operated and owned by the

Debtor. The Firm may currently represent, and may have represented, Mr. Suarez and/or Mrs. Suarez in one or more active matters. The Firm does not represent Mr. or Mrs. Suarez in any matter related to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. Suarez are alleged unsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00 against the Debtor. This amount is not material to either Mr. or Mrs. Suarez or the Firm. 43. The Firm represents or represented one or more parties, in one or more non-

bankruptcy matters, that appear to be affiliated with Mr. and/or Mrs. Suarez in one or more matters unrelated to the Debtor, this estate or other parties in this Bankruptcy Case. The Firm represented a party that appears to be adverse to Mr. Suarez in a non-bankruptcy matter unrelated to the Debtor, this estate or other parties in this Bankruptcy Case. The Firm represented a party that appears to be adverse to Mrs. Suarez in a bankruptcy matter unrelated to the Debtor, this estate or other parties in this Bankruptcy Case. 44. For conflict of interest purposes, we believe that this representation does not pose
13
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any conflict of interest. Out of an abundance of caution, however, the Firm will not seek a

waiver of any potential conflict of interest from Mr. and/or Mrs. Suarez relative to this Bankruptcy Case. Nevertheless, to assist the Debtor in analyzing matters related to any potential issues with Mr. and/or Mrs. Suarez, if any, the Debtor has retained Young Conaway as its conflicts counsel to advise the Debtor on any matter or issue that Firm - in the exercise of the most conservative analysis - cannot, will not or should not otherwise so advise the Debtor or, alternatively, which can be more efficiently handled by Young Conaway. f. 45. Mike White and Cathy White.

Mike and Cathy White are members of the Club operated and owned by the

Debtor. The Firm appears to currently represent, and may have represented, Mr. and Mrs. White in one or more active matters. The Firm does not represent Mr. or Mrs. White in any matter related to the Debtor or other parties in this Bankruptcy Case. Mr. and Mrs. White are alleged unsecured creditors with an aggregate disputed scheduled unsecured claim of $0.00 against the Debtor. This amount is not material to either Mr. or Mrs. White or the Firm. 46. The Firm represents a party, in a non-bankruptcy matter, that appears to be

affiliated with Mr. and Mrs. White in a matter unrelated to the Debtor, this estate or other parties in this Bankruptcy Case. Mr. White further appears to be a other involved party in a matter unrelated to the Debtor, this estate or other parties in this Bankruptcy Case. 47. For conflict of interest purposes, we believe that this representation does not pose

any conflict of interest. Out of an abundance of caution, however, the Firm will not seek a waiver of any potential conflict of interest from Mr. White and/or Mrs. White relative to this Bankruptcy Case. Nevertheless, to assist the Debtor in analyzing matters related to any potential issues with Mr. White and/or Mrs. White, if any, the Debtor has retained Young Conaway as its conflicts counsel to advise the Debtor on any matter or issue that Firm - in the exercise of the most conservative analysis - cannot, will not or should not otherwise so advise the Debtor or, alternatively, which can be more efficiently handled by Young Conaway. (ii) 48. Connection with Current Client, No Waiver Necessary.

Because of its size and its tenure in this community, it is inevitable that one or
14

more creditors or parties in interest are clients of the Firm. No creditor in this case has retained
4852-1241-7551.5

the Firm, or is a Firm client, in this matter adverse to the Debtor. Each of the creditors or parties in interest set forth below and as set forth on Exhibit "A" in the column titled "Client" attached hereto and/or one or more of such creditors' and/or party in interest affiliates (collectively, the "Current Clients"), as such affiliates were identified through the conflicts search described above, appear to be clients of the Firm in one or more matters unrelated to the Debtor, this Bankruptcy Case or any other party in interest in this case unless otherwise set forth herein. This Firm may, from time to time, accept new cases from the Current Clients. The scheduled amount of each claim of the Current Clients against the Debtor in this Bankruptcy Case are not material to either the Current Client or the Firm. 49. For conflicts of interest purposes, we believe these representations do not pose

any conflict of interest. However, the Firm shall neither take any action directly adverse to the Current Clients on behalf of the estate absent an executed written conflict waiver and subsequent disclosure to this Court and parties in interest. If a waiver agreement is sought and not granted from any of such Current Clients the Debtor has retained Young Conaway as its conflicts counsel to advise the Debtor on any matter or issue that the Firm - in the exercise of the most conservative analysis - cannot, will not or should not otherwise so advise the Debtor or, alternatively, which can be more efficiently handled by Young Conaway. In no circumstances will the Firm represent these Current Clients adverse to the Debtor. a. 50. U.S. Bank.

The Firm appears to represent U.S. Bank and/or one or more of its affiliates in

one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to represent an affiliate of U.S. Bank (US Bancorp) in one or more non-bankruptcy matters where it appears that (1) American Express is adverse in one or more of such matters; (2) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse in one or more of such matters; (3) an affiliate of Home Depot Credit (Citibank, N.A.) is otherwise involved in one or more of such matters; and (4) an affiliate of Toyota Financial Services (Toyota Motor Credit Corporation) is otherwise involved in one or more of such matters.
15
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b. 51.

Aon Risk Services.

The Firm appears to represent Aon Risk Services and/or one or more of its

affiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to represent Aon Risk Services and/or one or more of its affiliates in one or more non-bankruptcy matters where it appears that (1) Zurich American and/or one or more of its affiliates is adverse in one or more of such matters; (2) Zurich American and/or one or more of its affiliates is otherwise involved in one or more of such matters; (3) an affiliate of AT&T Mobility (AT&T) is otherwise involved in one or more such matters; and (4) Greenberg Traurig LLP is adverse in one or more of such matters. c. 52. Textron Financial Corporation.

The Firm represents Textron Financial Corporation and/or one or more of its

affiliates in or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm represents Textron Financial Corporation and/or one or more of its affiliates in a non-bankruptcy matter where it appears that an affiliate of Callaway Golf (Callaway Golf Club LLC) is adverse to Textron Financial Corporation in such matter. d. 53. Home Depot Credit.

The Firm appears to represent one or more of affiliates of Home Depot Credit in

one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to represent (1) an affiliate of Home Depot Credit (Citigroup Global Markets, Inc.) in one or more non-bankruptcy matters where it appears that an affiliate of US Bank (U.S. Bank National Assoc., as trustee) is adverse in one or more of such matters; and (2) an affiliate of Home Depot Credit (Citigroup Global Markets, Inc.) in one or more non-bankruptcy matters where it appears that an affiliate of US Bank (U.S. Bank National Association) is adverse in one or more of such matters.

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e. 54.

CenturyLink.

The Firm appears to represent CenturyLink and/or one or more of its affiliates in

one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to represent an affiliate of CenturyLink (CenturyTel, Inc.) in a non-bankruptcy matter where it appears that Level 3 Communications LLC is otherwise involved in such matter. (iii) 55. Connection with Former Client.

Each of the creditors or parties in interest set forth below and as set forth on

Exhibit "A" in the column titled "Former Client" attached hereto and/or one or more of such creditors' or party in interest affiliates (collectively, the "Former Clients"), as such affiliates were identified through the conflicts search described above, appear to be former clients of the Firm in one or more matters unrelated to the Debtor, this Bankruptcy Case or any other party in interest in this Bankruptcy Case unless otherwise set forth herein. The Firm is not currently engaged in any active matter for the Former Clients unless otherwise set forth herein or on Exhibit "A". The Firm does not possess any material or confidential information that prevents the Firm from being directly adverse to the Former Clients in this Bankruptcy Case. Except as set forth herein, the Firm has never represented, and will not represent, any of the Former Clients in any manner related to the Debtor or the estate in this Bankruptcy Case. 56. For conflicts of interest purposes, we believe that these former representations do

not pose any conflict of interest. The Firm believes no waiver of any potential conflict of interest from the Former Clients is required. The Firm may, from lime to time, take on new matters for the Former Clients unrelated to the Debtor or the estate. If at any point such a waiver is necessary, it is believed that the Former Clients would execute any waiver as presented. If a waiver agreement is sought and not granted from any of such Current Clients the Debtor has retained Young Conaway as its conflicts counsel to advise the Debtor on any matter or issue that the Firm - in the exercise of the most conservative analysis - cannot, will not or should not otherwise so advise the Debtor or, alternatively, which can be more efficiently handled by Young Conaway. The Firm will supplement this declaration if, at any time, it appears a potential or an
17
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actual conflict may arise. None of these matters raise any conflict or disinterestedness issues; nevertheless, because Rule 2014 requests "connections," these are disclosed herein. a. 57. Wells Fargo Financial Leasing ("WFFL").

The Firm currently represents certain affiliates of WFFL including Wells Fargo

and Wells Fargo Bank, N.A. The Firm, however, does not represent WFFL or any of its affiliates in any matter related to the Debtor in this Bankruptcy Case. In addition to the disclosures on Exhibit "A", the Firm appears to have represented an affiliate of WFFL (Wells Fargo) in one or more non-bankruptcy matters where it appears (1) an affiliate of the Professional Golfers Association (Professional Golf Association) is otherwise involved in one or more of such matters; and (2) an of Dish Network Inc. (Blockbuster) is otherwise involved in one or more of such matters. b. 58. OfficeMax Contract, Inc.

The Firm appears to have represented OfficeMax Contract, Inc. and/or one or

more of its affiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented an affiliate of OfficeMax Contract, Inc. (OfficeMax, Inc.) in one or more non-bankruptcy matters where it appears an affiliate of Dell Commercial Credit (Dell Computer Company) was otherwise involved in one or more of such matter. c. 59. Toyota Financial Services.

The Firm appears to have represented Toyota Financial Services and/or one or

more of its affiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented an affiliate of Toyota Financial Services (Toyota Motor Engineering & Manufacturing North America, Inc.) in one or more non-bankruptcy matters where it appears (1) an affiliate of Delaware, State of (University of Delaware) is adverse in one or more such matters; and (2) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse in one or more such matters.
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d. 60.

Airgas-Intermountain.

The Firm appears to have represented one or more affiliates of Airgas-

Intermountain in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented an affiliate of Airgas-Intermountain (Airgas, Inc.) in one or more non-bankruptcy matters where it appears (1) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse in one or more such matters; and (2) an affiliate of John Deere Credit (John Deere Company) is adverse in one or more such matters. e. 61. U.S. Bank.

The Firm appears to have represented U.S. Bank and/or one or more of its

affiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented an affiliate of U.S. Bank (US Bancorp) in one or more non-bankruptcy matters where it appears that (1) an affiliate of Ford Motor Credit (Ford Motor Company) is adverse in one or more of such matters; (2) an affiliate of Pepsi Bottling Group (Pepsi Cola Bottling Co.) is adverse in one or more of such matters; (3) an affiliate of Principal Financial Group (Principal Life Insurance Company) is otherwise involved in one or more of such matters; and (4) an affiliate of Orix Corporate Capital, Inc. (Orix Financial Services, Inc.) is otherwise involved in one or more of such matters. f. 62. Ford Motor Credit.

The Firm represented Ford Motor Credit and/or one or more of its affiliates in one

or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented an affiliate of Ford Motor Credit (Ford Motor Company) in one or more non-bankruptcy matters where an affiliate of John Deere Credit (Deere & Company) is otherwise involved in one or more of such matters. These matters are unrelated to the Debtor, the estate and this Bankruptcy Case.

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g. 63.

Home Depot Credit.

The Firm appears to have represented one or more of its affiliates of Home Depot

Credit in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented (1) an affiliate of Home Depot Credit (Citibank, N.A.) in one or more non-bankruptcy matters where it appears that Shearman & Sterling is otherwise involved in one or more of such matters; (2) an affiliate of Home Depot Credit (Citicorp Services, Inc.) in one or more non-bankruptcy matters where it appears that Shearman & Sterling is otherwise involved in one or more of such matters; (3) an affiliate of Home Depot Credit (Citibank) in one or more non-bankruptcy matters where it appears that Shearman & Sterling is otherwise involved in one or more of such matters; and (4) an affiliate of Home Depot Credit (Citigroup Global Markets, Inc.) in one or more nonbankruptcy matters where it appears that an affiliate of US Bank (U.S. Bancorp Piper Jaffray Inc.) is a co-client and/or otherwise affiliated in the matter(s) with Citigroup Global Markets, Inc. in one or more of such matters. h. 64. Orix Corporate Capital, Inc.

The Firm appears to have represented Orix Corporate Capital, Inc. and/or one or

more of its affiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented an affiliate of Orix Corporate Capital, Inc. (Orix Real Estate Capital, Inc.) in one or more non-bankruptcy matters where it appears (1) an affiliate of Federal Express, Inc. (Kinkos) is adverse in one or more of such matters; and (2) an affiliate of Office Depot Card Plan (Office Depot, Inc.) is adverse in one or more of such matters. i. 65. DirecTV.

The Firm appears to have represented DirecTV and/or one or more of its affiliates

in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented DirecTV in one or more non-bankruptcy matters where it appears an affiliate of the Pepsi Bottling Group (Pepsi) is adverse in one or more of such matters.
20
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j. 66.

Aon Risk Services.

The Firm appears to have represented Aon Risk Services and/or one or more of its

affiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented Aon Risk Services and/or one or more of its affiliates in one or more non-bankruptcy matters where it appears Zurich American and/or one or more of its affiliates is otherwise involved in one or more of such matters. k. 67. TCF Financial Corporation.

The Firm appears to represent TCF Equipment Finance and/or one or more of its

affiliates in one or more matters unrelated to the Debtor, the estate and this Bankruptcy Case. In addition to the disclosures on Exhibit "A" attached hereto, the Firm appears to have represented TCF Equipment Finance and/or one or more of its affiliates in one or more non-bankruptcy matters where it appears Zurich American and/or one or more of its affiliates is otherwise involved in one or more of such matters. (iv) 68. Connections in Other Bankruptcy Cases.

The Firm has a long history of representing trustees, debtors and official creditor's

committees ("OCC") in bankruptcy cases. Because of the nature of the bankruptcy business community, it is common for the same party to appear as a creditor of more than one debtor. The creditors or parties in interest set forth on Exhibit "A" in the column titled "Adverse in Bankruptcy Cases" attached hereto and/or one or more of such creditors' or party in interest affiliates, as such affiliates were identified through the conflicts search described above, appear, at one time or another, to have surfaced as creditors (or as otherwise adverse) in one or more matters in which the Firm represented and/or currently represents a trustee, a debtor or OCC, and in which the Firm's representation would have been or is technically adverse to such parties. The scheduled claim against the Debtor of such creditors or parties in interest is immaterial to such parties and the Firm. None of these matters are related to the Debtor, the estate or other parties in this Bankruptcy Case unless otherwise set forth herein. None of these matters raise any
21
4852-1241-7551.5

conflict or disinterestedness issues; nevertheless, because Rule 2014 requests "connections," these are disclosed herein. C. 69. Adverse Representation in Non-Bankruptcy Cases. The Firm has a long history of representing clients in litigation and other matters

throughout the United States, and abroad. Because of the nature of the business, it is not uncommon for creditors or adversaries of the Debtor to also be creditors or adversaries of unrelated Firm clients. This Firm appears to have represented or represents one or more parties in one or more non-bankruptcy matters where such parties are adverse to one or more of the creditors or parties in interest set forth below and as set forth on Exhibit "A" in the column titled "Adverse in Non-Bankruptcy Cases" attached hereto and/or one or more of such creditors' or party in interest affiliates, as such affiliates were identified through the conflicts search described above. These matters are unrelated to the Debtor, the estate or other parties in this Bankruptcy Case unless otherwise set forth herein. None of these matters raise any conflict or disinterestedness issues; nevertheless, because Rule 2014 requests "connections," these are disclosed herein. a. 70. Alpine Bank.

Alpine Bank is an alleged secured creditor to the Debtor, with an aggregate

scheduled secured claim of $12,763,500 against the Debtor. The Firm represents a party, in a non-bankruptcy matter, that is adverse to Alpine Bank. This matter is unrelated to the Debtor, this estate or other parties in this bankruptcy proceeding. b. 71. Member Lawsuit.

The Firm has in the past, and is currently acting as special counsel to WFP

Cordillera, Cordillera Golf Holdings, the Debtor, Wilhelm, WFPI, Patrick Wilhelm, Cordillera F & B, LLC and CGH in connection with the defense of the pending class action suit related to the Debtor and its properties brought by club members (referenced above as the "Member Lawsuit"). The plaintiff members adverse to the entities above of the Member Lawsuit are Thomas Wilner, Jane Wilner, Cheryl M. Foley, Charles Jackson, Mary Jackson, and Kevin B. Allen. Alpine Bank is an other involved party in the Member Lawsuit.
22
4852-1241-7551.5

c. 72.

CTC Litigation.

The Firm has in the past, and is currently acting as advisory counsel, to WFP

Cordillera, Cordillera Golf Holdings, the Debtor and David A. Wilhelm in connection with the prosecution of the pending litigation against the Cordillera Transition Corporation, Inc., Cordillera Property Owners Association, Inc., Cordillera Valley Club Property Owners' Association, Inc., Timber Sprints Property Owners' Association, Inc., Robert Vanourek, Denise Delany, Gary Edwards, Raymond Oglethorpe, David Temin, Sarah Baker, Nelson Sims, Dick Rothkopf, David Bentley, Elise Micati, Rick Smith, Glenn Bourland, Louise Van Dusen and Roger Magid. d. 73. Colorado Department of Revenue.

The Firm appears to represent a party, in a non-bankruptcy matter, that is adverse

to an entity that appears to be an affiliate of the Colorado Department of Revenue where an affiliate of Home Depot Credit (Citigroup) may also be involved in the matter. This matter is unrelated to the Debtor, this estate or other parties in this bankruptcy proceeding. D. 74. Other Involved Connections. The Firm has a long history of representing clients in litigation and other matters

throughout the United States, and abroad. Because of the nature of the business, it is not uncommon for creditors or adversaries of the Debtor to also be otherwise involved in matters of unrelated Firm clients. This Firm appears to have represented or represents one or more parties in one or more matters where one or more of the creditors or parties in interest set forth below and as set forth on Exhibit "A" in the column titled "Other Involved" attached hereto and/or one or more of such creditors' or party in interest affiliates, as such affiliates were identified through the conflicts search described above, appear to be otherwise involved in unrelated matters. These matters are unrelated to the Debtor, the estate or other parties in this Bankruptcy Case unless otherwise set forth herein. None of these matters raise any conflict or disinterestedness issues; nevertheless, because Rule 2014 requests "connections," these are disclosed herein.

23
4852-1241-7551.5

a. Contract, Inc. 75.

Office Depot Card Plan; Staples Advantage and OfficeMax

The Firm appears to have represented a party in a non-bankruptcy matter where it

appears that an affiliate of Office Depot Card Plan (Office Depot, Inc.), an affiliate of Staples Advantage (Staples, Inc.) and an affiliate of OfficeMax Contract, Inc. (OfficeMax) were other involved parties to such matter. E. 76. Client Affiliated Connections. The Firm has a long history of representing clients in litigation and other matters

throughout the United States, and abroad. Because of the nature of the business, it is not uncommon for creditors or adversaries of the Debtor to also be involved in matters as a client affiliate of unrelated Firm clients. This Firm appears to have represented or represents one or more parties in one or more matters where one or more of the creditors or parties in interest set forth on Exhibit "A" in the column titled "Client Affiliated" attached hereto and/or one or more of such creditors' or party in interest affiliates, as such affiliates were identified through the conflicts search described above, appear to be affiliated with Firm clients in unrelated matters. These matters are unrelated to the Debtor, the estate or other parties in this Bankruptcy Case unless otherwise set forth herein. None of these matters raise any conflict or disinterestedness issues; nevertheless, because Rule 2014 requests "connections," these are disclosed herein. F. Connections with Other Counsel and Service Providers in the Bankruptcy Case. 77. Other counsel and service providers in the Bankruptcy Case in which it appears

the Firm has connections are set forth on Exhibit "B" attached hereto. Attorneys at the Firm, including myself, have had cases adverse to certain attorneys, and other service providers, and their firms involved in this Bankruptcy Case (and in some cases, their former firm) in the past. G. 78. Similar Name/ Not Likely Same Creditor. Because of the size of the Firm, with thousands of clients, it is to be expected that

the Firm represents persons or entities with names similar to those creditors or parties in this Bankruptcy Case; however, as to each of the entities and individuals set forth on Exhibit "C"
24
4852-1241-7551.5

attached hereto, after reasonable and appropriate follow-up inquiry, we do not believe that the creditor or party in this Bankruptcy Case is the same as a similarly named person or entity that is a Firm client, former Firm client, or an adverse party to the same, or otherwise involved in an unrelated matter. This connection has no bearing on the Firm's disinterestedness in this Bankruptcy Case, but is disclosed out of an abundance of caution. To the extent that the entities later prove to be related or the same, the scope of the representation was unrelated to the proposed representation being provided by the Applicant. The Firm will apprize the Court if they are found to be the same person and representation involves a potential or direct, adverse claim. H. 79. United States Trustee. Members of the Firm have had many cases with the Wilmington Office of the

United States Trustee over the years, and may know certain persons in that office personally. I. 80. Key Terms of Representation. The professional services that the Firm will render to the Debtor include, but shall

not be limited to, the following: a) to provide legal advice with respect to the Debtor's powers and duties as Debtor-in-Possession in the continued operation of their business (utilizing the specialty expertise of the Firm's Resort, Hospitality and Golf Industry Team), management of their properties and sale of their assets; b) to prepare and pursue confirmation of a plan and approval of a disclosure statement; c) to prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports and other legal papers; d) to appear in Court and to protect the interests of the Debtor before this Court; e) to prosecute for the Debtor and defend the Debtor in litigated matters that may arise during the case;
25
4852-1241-7551.5

f)

to commence and conduct any and all litigation or other action necessary or appropriate to assert rights held by the Debtor; and

g)

to perform all other legal services for the Debtor which may be necessary and proper in these proceedings.

81.

The Firm will seek Court approval of its compensation and reimbursement of its

actual, necessary expenses and other charges incurred by the Firm upon the filing of appropriate applications for interim and final compensation and reimbursement pursuant to Sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules and the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware. The principal attorneys and paraprofessionals presently designated to represent the Debtor and their current standard hourly rates are: a) b) c) d) e) f) g) h) i) 82. Christopher Celentino, Partner Mikel R. Bistrow, Partner Erika Morabito, Partner Kathryn M.S. Catherwood Dawn A. Messick, Associate Brittany Nelson, Associate Matthew Riopelle, Associate Caron C. Burke, Paraprofessional Vicki L. Goldsmith, Paraprofessional $675 $710 $680 $615 $440 $470 $380 $225 $175

The hourly rates set forth above are subject to periodic adjustments to reflect

economic and other conditions. Other attorneys and paralegals may from time to time serve the Debtor in connection with the matters herein described. 83. The hourly rates set forth above are the Firm's standard hourly rates for work of

this nature. It is the Firm's policy to charge its clients in all areas of practice for all other expenses incurred in connection with a client's case. The expenses charged to clients include, among other things, photocopy and facsimile, messenger and delivery service, online research, travel, work processing, court costs, and search and filing fees, certain telephone charges and
26
4852-1241-7551.5

overnight delivery charges. The Firm will charge the Debtor for these expenses in a manner and at rates consistent with charges made generally to the Firm's other clients. The Firm's current cost schedule is attached hereto as Exhibit "D". 84. The Firm has not received any compensation from the Debtor related to this

Bankruptcy Case. 85. Pursuant to Rule 2016(b) of the Bankruptcy Rules, the Firm has not shared or

agreed to share any of its compensation from the Debtor with any other person, other than as permitted by Section 504 of the Bankruptcy Code. 86. Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing

is true and correct. Executed this lOth day of July 2012, at San Diego, California.

By:-=~--~~~~--------------Christopher Celentino

""~

27
4852-1241-7551.5

EXHIBIT "A" Creditors and Parties in Interest

28
4852-1241-7551.5

Exhibit A Creditors And Parties In Interest

CreditorsandPartiesInInterest AcushnetCompany ADPTotalSource ADP,Inc. AirgasIntermountain AmericanExpress AmericanTowersInc AONRISKSERVICESCENTRALINC AT&TMobility ATALAYACAPITALMANAGEMENT Bankserv BEAVERCREEKGOLFCLUB BEVERAGEDISTRIBUTORS BigOTires BMIBROADCASTMUSIC,INC. BushnellOutdoorProducts CallawayGolf Centurylink CharlesReeves ColoradoDept.ofRevenue ComcastCable COUNTRYCLUBOFTHEROCKIES COX,CASTLEANDNICHOLSONLLP CSCCorporateSvc.Co. DelawareSecretaryofState DELLCOMMERCIALCREDIT DeltaDental DEPARTMENTOFHUMANSERVICES (COLORADO) DIRECTTV DISHNETWORKINC ECCOUSA,INC. Ecolab,Inc. EKS&H FEDERALEXPRESSINC Client X X X X X X X X X X X X X X X X X X X X X X X X X X X X X FormerClient X X X X X X X X Adversein BankruptcyCases X X X X X X X AdverseinNon BankruptcyCases X X X X X X X X X Other Involved ClientAffiliated

X X X X X X

X X X X

X X X X X X

X X X

X X X

X X X X X X

X X

X X X X X X X X

X X X X

X X X X X

X X X X

X X X X

X X

4851-4465-8960.2

Exhibit A Creditors And Parties In Interest

CreditorsandPartiesInInterest FERRELLGAS,INC.EAGLE0428 FOOTJOY FordMotorCredit FORTRESSINVESTMENTGROUP,LLC GearforSports GreenbergTraurig HolyCrossElectric HomeDepotCredit IntheSwim IntegratedTechnology JohnDeereCredit,Inc. JohnstoneSupply K2Corporation KASSBOHRERALLTERRAINVEHICLE LaserLinkGolf LawsonProducts,Inc. LAZARDCAPITALMARKETS,LLC Level3Communications LONGROADASSETMANAGEMENT McMasterCarrSupplyCo. MizunoGolfCo. NikeUSA,Inc. NORTHLIGHTFINANCIAL OFFICEDEPOTCARDPLAN OfficeDepot,Inc. OfficemaxContract,Inc. ORIXCORPORATECAPITAL,INC. ORRISONDISTRIBUTINGLTD. PEPSIBOTTLINGGROUP PEROTINVESTMENTS PhiladelphiaInsuranceCo. Ping,Inc. PitneyBowesGlobalFin. PLUMBINGSYSTEMS,INC Client FormerClient Adversein BankruptcyCases X X AdverseinNon BankruptcyCases X X X X X X X X X X X X X X Other Involved X X X X X ClientAffiliated

X X X

X X X X

X X X

X X X X X X X X X X X X X X X

X X X X X X

X X X X X X X

X X X X

X X X

X X X

X X X X X X X

X X X X X

4851-4465-8960.2

Exhibit A Creditors And Parties In Interest

CreditorsandPartiesInInterest PoloRalphLauren PRECISIONSMALLENGINECOINC PRINCIPALFINANCIALGROUP PurchasePowerInc. REPUBLICNATIONALDISTRIBUTING SageSoftwareInc. SHEARMAN&STERLING SIGNATURECAPITAL SOUTHERNWINE&SPIRITS,INC. STAPLESADVANTAGE SUNLIFEFINANCIAL SUPREMEINTERNATIONAL(PING) SYSCOFOODSERVICESOFDENVER TaylorMadeInc. TCFEquipmentFinance TextronFinancialCorp. THECAWLEYCOMPANYINC THEPROFESSIONALGOLFERSASSN THEROSSIGNOLGROUP Titleist TMAXGEAR ToyotaFinancialServices UnitedParcelService USFOODSERVICEINC USBank USDEPTOFTHEINTERIOR USGolfAssociation,Inc. USDAFORESTSERVICE USPS VillageMarket VISIONSERVICEPLAN(CO) W.W.Grainger WasteManagement WASTEMANAGEMENTOFCO,INC Client FormerClient Adversein BankruptcyCases X X X X AdverseinNon BankruptcyCases X X X X X X X X X X X X X X X X X Other Involved X X X X X X X X ClientAffiliated X

X X

X X X X

X X X X X X X X

X X

X X

X X X X X

X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X X

X X X X X

X X

X X

4851-4465-8960.2

Exhibit A Creditors And Parties In Interest

CreditorsandPartiesInInterest WellsFargoFinancialLeasing WESTCOASTTRENDS,INC. ZEEMEDICALINC ZEPMANUFACTURINGCO. ZurichAmerican Client X FormerClient X Adversein BankruptcyCases X X X X X AdverseinNon BankruptcyCases X X X X Other Involved X ClientAffiliated X

X X

4851-4465-8960.2

EXHIBIT "B" Service Providers

29
4852-1241-7551.5

Exhibit B Service Providers

ServiceProviders DUANEMORRISLLP PRICEWATERHOUSEA/K/APWC SIEGEL,AL WOMBLECARLYLESANDRIDGE&RICE,LLP YOUNGCONAWAYSTARGATT&TAYLOR,LLP Client FormerClient X X X X Adversein BankruptcyCases X AdverseinNon BankruptcyCases X X X X Other Involved X X X X ClientAffiliated X X X

4848-2308-0976.1

EXHIBIT "C" Similar Name/ Not Likely Same Creditor

30
4852-1241-7551.5

Exhibit C

Firm Client, Adversary or Otherwise Involved Ackerman, Charles Murray Ackerman, Charles Allen, Barry and Linda Allen, L.E. [Gene] Allen, Linda Allen, Gregory J. Allen, Gregory Allen, J. Norman Allen, J. Walter and Tressa T. Allen, Kevin Allen, Mark American Tower, LLP Audit Committee of the Board of Directors of American Tower Corporation American Tower L.P. Anderson, Carl A. Anderson, Carl L., REV., M.S. Anderson, Clare M. Anderson, Jeff Anderson, Jeffrey B. and Christina A. Anderson, Jeffrey B. Anderson, Jeffrey S. Anderson, Jeffrey R. Anderson, Jeffrey A. Anderson, Rose M. Anderson, Kristin D. Aon Advisors, Inc. Aon Consulting, Inc. Capitated Network Aon Apollo Housing Capital LLC Apollo Housing Capital Caesars Entertainment Corporation Hamlet Holdings LLC, a joint venture of

Creditor or Party in Interest with Similar Name Ackerman, Charles and Joanne Allen, Linda

Allen, Gregory and Lorraine Allen, Joshua Allen, Kevin, Mr. and Mrs. Allen, Mark and Josie American Towers Inc.

Anderson, Carl and Claire

Anderson, Jeffrey and Roselyn

Anderson, Kristen Aon Risk Services Central, Inc.

Apollo Investment Management, L.P.

4819-2580-0464.1

Firm Client, Adversary or Otherwise Involved Apollo Management LP and TPG Capital LP Apollo Capital Management LP RBC Tax Credit Equity, LLC Royal Bank of Canada Apollo Capital Group International Apple, Susan K. Arnold, Robert D. and Linda Jane Arnold, Robert I. and Kay K. Arnold, Robert Estate of Robert B. Arnold, Sr. Arnold, Robert J. Art Hughes Golf, Inc. Atalaya Funding II, LP Axilrod, Richard Bailey, Deborah and J. Michael Baker, Charles S. (Dr.) and Betty A. Barry, Jane Berry, Michael R. Barry, Michael Barry, Michael C. Berry, Michael Barry, John P. Barry, M.D., John Barry, John and Lorraine Barry, John Barry, Jonathan Barry, John P. /Richards, Jr., Robert B. Parker, Jon Parker, Jonathan Barry, Joseph R., Estate Barry, Katharine A. Barry, Kathleen Ann Berry, Kathryn Barry, Kathleen Barry, Kathleen C. Becker, Steven J.

Creditor or Party in Interest with Similar Name

Apple, Susan Overbeck Arnold, Robert and Joy

Golf Art, LLC Atalaya Capital Management Axilrod, Richard and Nancy Bailey, Jared Baker, Charles and Georgia Barry, Michael and Janet

Barry, John Parker

Barry, Joe Barry, Michael and Kathy

Becker, Stephen

2
4819-2580-0464.1

Firm Client, Adversary or Otherwise Involved Bentley, David M. Berman, Debra Bernstein, Dave Bernstein, David Bishop, Thomas L. Blair, Richard J. Blair, Jr., Richard W. Blattner, Jeffrey T. and Mardee

Creditor or Party in Interest with Similar Name Bentley, David and Tracey Burman, Gary & Debbie Bernstein, David and Kimberly Bishop, Thomas and Trinda Blair, Richard and Nettie

Blattner, Jeffrey and Annie

Dish Network, Inc. Blockbuster Entertainment Corporation Blockbuster U.K. Group, LTD. Blockbuster Video [Shirley, Holbrook, Medford & Coram, NY] Blockbuster Video Viacom, Inc. National Amusements, Inc. Paul Denario dba Blockbuster Video Blockbuster Video Locadora E. COM. RICO, LTDA, Blockbuster Video LTD. Blockbuster Video LTDA. Blockbuster Video, Inc. Blockbuster Video Blockbuster Videos, Inc. Blockbuster Blockbuster Childrens Amusement Corporation Blockbuster Computer Systems Corporation Blockbuster Promotions Dish Network Service LLC BNA U.S., Inc. (BNA) Bureau of National Affairs Inc. BNA Realty Advisors Brady, Jr., William H. Brady, William W. Brady, William H. [Estate of] Brady, William J. Brady, William BNA

Brady, Bill and Debbie

3
4819-2580-0464.1

Firm Client, Adversary or Otherwise Involved Braun, Paul D. and Helen T. Brook, Lawrence Brooks, Larry J. Brown M.D., Jeffrey A. Brown, Jeffrey F. & Ruby L. Brown, Jeffrey S. Brown, Jeff Brown, Jeffrey E. Brown, Jeffrey Brown, Gerald G. and Brown, Janette B. Brown, Geri Brown, Jerry H. and Virginia A. Brown, Jerry Z. Brown, Jr., Gerald R. Brown, Jerry R. Brown, Gerald Brown, Jr., Jerry Brown, Jerry Windel Brown, Jerry L. Brown, Gerald, M.D. Brown, Jerry, Sr. Brown, Jerry Brown, Gerald C. Brown, Robert M. Brown, Robert, Irene Brown, Robert Brown, M.D., Robert W. Brown, Robert S. Brown, Robert Scot Brown, Robert W. Brown, Robert Brown, William L. and Mary Ann Mary Brown Testamentary Trust Brown, Mary Brown, Mary Lynn [M.D.] Bryant, Debbie Bushnell Engineering Bushnell-Gage BWAB Limited Liability Company Capital Bank and Trust Company Capital Guardian Trust Company

Creditor or Party in Interest with Similar Name Brun, Paul and Rebecca Brooks, Laurence and Meredith Brown, Jeffery

Brown, Jerry

Brown, Robert and Mary

Bryant, T. Lynn & Debbie Bushnell Outdoor Products

BWAB Investments Guardian Capital Advisors

4
4819-2580-0464.1

Firm Client, Adversary or Otherwise Involved Capital Guardian Research Co. Capital Guardian Trust Caran Precision Engineering and Manufacturing Corp. Precision Small Engine Controls Petersen Precision Engineering Co. Precision Engineered Products Jordan Company LLC Precision Engineering Industries, Inc. Precision Measurement Engineering, Inc. PME Castellini, Robert H. Cawley International Charles D. Jones Charles Jones Chase, Jonathan Chase, John Chase, John Mitchell, as Executor of the Estate of Donnie Hamilton Barden Chase, Cynthia C., Estate of Chase, William W. III and Cynthia Citicorp [Shearman & Sterling] The Great Western Sugar Company (Shearman & Sterling Clark, James James Clark Clay, Mary Cline, Mark E. Clube Maxi Vida Cobra Golf, Inc. Cohen, Al Cohen, Alan H. Cohen, Alan D.

Creditor or Party in Interest with Similar Name

Precision Small Engine Co. Inc.

Castellini, Robert and Susan The Cawley Company, Inc. Charles D. Jones Co., Inc. Chase, John and Cynthia

Shearman & Sterling

Clark, James and Martha Clay, John and Mary Cline, Mark and Becky Club Essential, Inc. Cobra Puma Golf Inc. Cohen, Alan and Karen

5
4819-2580-0464.1

Firm Client, Adversary or Otherwise Involved Cohen, Jean L. and Gary O. Cohen, Gary Cole, Kathlyn P. Coleman, Kathleen Coleman, William B. Coleman, III, William F. Conley, J. Michael Connor, Michael Connor, Mike Cooper, Chris; Ross, Harold and Ross, Jean Cooper, Jr., Chris Cordova, John CTC, Inc. Curran, Mark J. and Mary E. Mary M. Curran Living Trust Dated May 30 2008 Curran, Mary M. Dancing Bear Enterprises, LLC Daniel Bennett Dean, David A. Dean, David DeFluri, Richard F. Derksen, D. Jon and Douglas D. Salmon DirectTV Enterprises, Inc. DirectTV Japan Management, Inc. Doughery, Stephen Drawbridge Special Opportunities Fund LP and Fortress Investment Group Duane Morris & Heckscher Egan, Robert R.

Creditor or Party in Interest with Similar Name Cohen, Gary and Lisa Cole, Kathleen Coleman, William and Elizabeth Connolley, Justin Connor, Michael and Roxanne Cooper, Cathryn and Christopher Cordova, John Cordillera Transition Corporation, Inc. Curran, Dr. Mary Jo

Bear Dance Bennett, Dan Dean, David DeFluri, Richard and JoAnne Derksen, Richard Direct TV Doherty, Stephen Fortress Investment Group, LLC

Duane Morris Egan, Robert and Linda

6
4819-2580-0464.1

Firm Client, Adversary or Otherwise Involved Elliott, Linda C. Ellis, Marcerlene Ellis, William Mark Ellis, Marc Ellis, Michael J.; Blevins, Michael; Bradley, William R. Ellis, Michael ESI Evans, Thomas A., M.D. Evans, Thomas Fairways and Greens, Inc. Farley, William F. Farley, William Fed Ex Custom Critical, Inc. FedEx Pilots Association FedEx Trade Networks FedEx Trade networks Transport & Brokerage Inc. Feldman, Larry Feldman, M.D., Robert L. Feldman, M.D., Robert B. Feldman, Robert Feldman, Robert M. Feldman, M.D., Robert Ferguson, David Ferguson, Kathryn M. Ferraro, John Ferrellgas, Inc. and Vision Energy Resources, Inc. Ferrell North America (aka Ferrellgas Partners LP) Ferrellgas L.P. Ferrellgas Partners, LP Finley, Michael

Creditor or Party in Interest with Similar Name Meir, Dennis and Linda Ellis, Mark and Julia

Ellis, Mike and Beverly

ESI Elevator Services, Inc. Evans, Dr. Thos and Sima Frazer Fairway & Greene LTD. Farley, William and Kathleen Federal Express, Inc.

Feldman, Larry and Diane Feldman, Dr. Robert and Donna

Ferguson, Mr. David and Mrs. Kathy Ferraro, John and Emily Ferrellgas, Inc.

Finley, Michael and Denise

7
4819-2580-0464.1

Firm Client, Adversary or Otherwise Involved Fisher, Donald Fisher Lee, Susan Fisher, Richard Y. Fisher, Richard K. Fletcher, David Fletcher, David R. Fluid Power Engineering Fluid Power Engineering Co Foley, Michael J. and Cheryl A. Foley, Cheryl M. Foot Joy Drawer CS Joyfair Footwear Co. Ltd. Titlest & Footjoy American Brands Forbes, Gregory Frey, Richard K. and Mary J. Frost, James A. Frost, James Full Spectrum Consulting, Inc. Full Spectrum New York Gempler's Inc. Gempler Tire & Auto Service GLS Corporation GLS Management Goldsmith, Agio & Company Lazard Middle Market LLC Lazard Alternative Capital Finance Goldsmith Agio Helms GRW Financial Services, Inc. Hancock, Mark Hansen, Catherine Anne Hanson, Katherine, et al.

Creditor or Party in Interest with Similar Name Fisher, Don and Sue Fisher, Richard and Gina Fletch, Dave and Karen Engineered Fluid, Inc. Foley, Ms. Cheryl FootJoy

Forbes, Greg and Ginger Frey, Lawrence and Mary Ann Frost, Mr. James and Betsy Full Spectrum Distribution

Gempler's LLC

GLS Companies

Lazard Capital Markets, LLC

GRW Enterprises LLC Hancock, Mark and Cathleen Hanson, Chris and Catherine

8
4819-2580-0464.1

Firm Client, Adversary or Otherwise Involved Hansen, Hans M. Hansen, Thomas and Kathleen Harper, Sherrill R. Harper, Stephone A. Steve Harper Painting, Inc. Harper, Cheryl Harper, Steve and Earlene Harris, Richard A. Harris, Richard L. Harris, Richard Harris, Dr. D.S. Harris, Richard C. Harris, Sue A. Harris, Susan A. Hayes, Jennifer Hicks, John Hoehn, Robert Hoffman, David C. Hoffman, M.D., David Hoffman, David Hoffman, M.D., David A. Hoffman, Dave Hoffman, Michael Alan Hoffman, Michael Holman, James B. Howells, Robert J. Howell, Robert D., P.C. Howell, Robert E. Howell, Robert L. Hulsizer, Matt Just, Jennifer Hunter, Nancy Ironworkers Local 9, Trustees of Island Fund International, LTD Island Fund International, Inc. ITS Ecco Holdings Ltd.

Creditor or Party in Interest with Similar Name Hansen, Hans and Cathleen Harper, Steven and Cheryl

Harris, Richard and Susan

Hays, Charles and Jennifer Hicks, John and Margaret Hoehn, Robert and Judith Hoffman, David and Jerrilyn

Hoffman, Dr. Michael and Roxana James Holman Howell, Robert and Elizabeth

Just Hulsizer, Matthew and Jennifer Hunter Howlett, C.A. and Nan 9 Iron Island Funding II, LLC

ECCO USA, Inc.

9
4819-2580-0464.1

Firm Client, Adversary or Otherwise Involved Jackson, Mary Jo Jackson, Charles H., Trust Jackson, Mary Jarrett, W.L. (William) Jensen, Ronald R. and William C. Jensen, William E. and Geraldine Murphy, Trust for the Benefit of Michael E. Jensen Johns, Joseph Johnson, George Johnson, Gregg W. and Ursula E. Johnson, Gregory D. and Kathleen A. Johnson, Gregg W. Johnson, Gregory K. Johnson, Gregory W. Johnson, Gregory Johnson, M. Mathews and Jane B. Johnson, Walter A. and Jane Johnson, Joel and Karen Johnson, Karen Johnson, Randall C. Johnson, Randall F. and Ellen J. Johnson, Randi Heiar, Janet and Johnson, Patricia Johnson, James and Patricia Johnson, Jerrold F. and Patricia A. Johnson, Patricia May Johnson, Patricia Whaley, A.E. and Johnson, Patsy Johnson, Patricia A. Johnson, Patricia R. Johnson, Pat Johnson, Robert Johnson, Robert A. Johnson, Robert and Amy Johnson, Robert C. Johnson, Robert E. Johnson, Robert H. and Alda E. Johnson, Robert M. Johnson, Robert R. Johnson, Jr., Robert T. Johnson, Robert T. Johnson, Robert W.

Creditor or Party in Interest with Similar Name Jackson, Charles and Mary

Jarrett, Will and Renee Jensen, William and Cheryl

Johns, Joseph Johnson, Jr., George Dean Johnson, Gregory and Jane

Johnson, Dean and Karin Johnson, Randall & Patricia

Johnson, Robert and Elizabeth

10
4819-2580-0464.1

Firm Client, Adversary or Otherwise Involved Johnson, Robert, Esq. Johnson, Robert Henry Johnson, Robert L. Johnson, Robert David Johnson, Bobby C. Johnson, Robert D. Johnson, Elizabeth Johnson, Elisabeth Johnson, Edward J. and Elizabeth Jones, Robert R. and Catherine Jones, Stephen S. and Catherine Jones, Catherine Jones, Sherri L. Jones, Kevin Jones, Stephen S. and Catherine Jones, Dr. Stephen Jones, Stephen S. Jones, Stephen L. Jones, Steven E. Jones, Steven Jones, Janet Caroline Jones, William H. and Jan Joseph, Jeffrey M., Purnell, Michael, Raab, David J., Kelley, William N. Kelly, William J. Kelly, Jr., William C. Kaminsky, Robert Kass, Michael Scott Kaufman, B. Jeremy Kaufman, M.D., P.A., Stuart J. Kaufman, Debra A. Kaufman, Robert T. and Mary Kelly, Joe Kenny Glass Inc. Kens Glass Kiely, W. Leo KKR Private Equity Investor, LP
4819-2580-0464.1

Creditor or Party in Interest with Similar Name

Jones, Catherine M.

Jones, Sherry and Kevin Jones, Stephen and Janet

Kelley, William and Lois

Kaminski, Robert and Susan Kass, Michael and Janet Coffman, Benjamin Kaufman, Stuart and Debra Kaufmann, Robert and Ellen Kelly, Joseph and Darlene Glass, Ken and Brenda Kiely, Leo and Susan U.S. Food Service

11

Firm Client, Adversary or Otherwise Involved Klein, Trevor Klein, Terry Knupp, Ted and Watson, Jan Watson, Janice Watson, Stephen C. Landers, James Lanier, James Lanier, Kathryn A. Landis, James M. Landis, Jim Landmark Productions, Inc. Levin, Mark Lewis Liggett, James, Tinberg, Richard Lipnick, Robert Loveland Products, Inc. Agrium Inc. Agrium Incorporated LPGA Ladies Professional Golf Association M.B.C., Inc. Pepsiamericas, Inc. fka Whitman Corp. Pepsico Food Systems Riveria Pepsi Maier, J. Peter Mayer, John I., III and Mary Mayer, John I., Jr. Mayer, John R. Mayer III, John I. Maier III, John B. Marks, Richard S. Martin, John J. Martin, John and Tamor Martin, John

Creditor or Party in Interest with Similar Name Klein, T.K. and Jean

Watson, Stephen and Jan

Lanier, James and Kathleen

Landis, James and Bunny Landmark Golf Course Products Levin, Marc and Cynthia Tinberg, Richard and Elaine Lipnick, Dr. Robert and Jane Agrium Advanced Technologies

Ladies Golf Association Fund

Pepsi Bottling Group

Mayer, John and Barbara

Marks, Richard and Judy Martin, John and Mari Ann

12
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Firm Client, Adversary or Otherwise Involved Martin, Patrick M. Martin, Donna Mathis, Worlie D. and White, Laverne and Mike White, Michael A. and Sheila White, Mike White, Michael A. White, Michael White, Catherine White, Katharine Sergeant White, Katy McCarthy, John and Surface Technology Corporation McCarthy, John McDevitt, William McDevitt, Willie McDonald, Richard and Lori McEnany, Michael T. Merritt, John and Merritt, Katherine Breen Bruce, John Metropolitan Edison Company Metropolitan Edison Meyer, Daniel E. and Barbara A. Meyer, Daniel Queensen, Janice Meyer Meyer, Dan Meyer, Janice F. Meyer, Daniel Meyer, Daniel J. Miami Dolphins LTD. And South Florida Stadium LLC aka South Florida Stadium LLC dba Sun Life Stadium Sun Life SunLife Sun Life of Canada (U.S.) Michael Baker, Inc. Michael Baker, Corp.

Creditor or Party in Interest with Similar Name Martin, Patrick and Donna White, Michael and Cathy

McCarthy, Donna and Jack

McDevitt, William and Carrie McDonald, Fred and Lori McEnany, Michael and Debbie Bruce, Lois and John Merritt Edwards Metro District Meyer, Daniel and Janice

Sun Life Financial

Michels Bakery Inc.

13
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Firm Client, Adversary or Otherwise Involved Miller G. William Miller, William A. Miller, William Cantwell Trust Miller, William D. Miller, William S. Miller, William Scott Miller, William V., M.D. and Miller Jeanne W. William D. Miller 1992 Irrevocable Trust Dated August 7, 1992 Miller, II, William Peter Miller, William Miller, Robert C. and Patricia A. Miller, Patricia Miller, Ronald G. Dr. Miller, Ronald H. Miller, Ronald K. Miller, Thomas C. Miller, Thomas L. Mueller, Thomas Mueller, Thomas D. Miller, Tom Mueller, Nancy Mueller, Richard M.D. Mueller Trust, Richard O., U/W Helen L. Mueller Mueller, Richard O. [1978 Trust] Mueller, Richard O., 1951 Trust Mueller, Richard O. Mulroy, Jr., Thomas R. and Elaine Thomas R. Mulroy Trusts Mundy, Kathleen Myers, Susan Neal, Ronald A. Neal, Mary Nelson, Julie A. Norman, M.D., P.A., James Norman, Jim and Mearline Norman, Jr., M.D., James G. Norman, Gail

Creditor or Party in Interest with Similar Name Miller, Bill and Patricia

Miller Amass, Ron and Dr. Amy

Miller, Thomas and Nancy

Mueller, Richard & Rita

Mulroy, Thomas and Barbara Mundy Hessler, Frederick and Kathi Myers, Norman and Suzanne Neal, Ronald and Mary Nelson, Obert & Julie Norma, Gail and Jim

14
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Firm Client, Adversary or Otherwise Involved OBrien, John and Melissa OBrien, John OConnor, Sean OConnor, Carolyn Olsen, Thomas OmniTrust Merging Corp. Orix Capital Market LLC Orr, San/Forrester, John Page, Dennis Pan American Gold, Inc., Richard D. Smith, Robert E. Smith Smith, Robert A. & Nancy L. Smith, Robert E. Smith, Robert F. Smith, Jr., Robert J. Smith, Robert L. and Balding, Mary Stuart Smith, Robert L. and Pamela Smith, Robert L. Smith, Robert Leroy, Estate Smith, Robert M. and Eunice B. Smith, Robert W. Walter Fick c/o Robert J. Smith Smith, Robert Smith, Robert B. Smith, Robert C. Smith, Robert Jared Smithwick, Robert Smith, Sue K. (Suki) Baumbach, Mildred and Smith, Susan Personal Rep. Smith, James L. and Susan C. Smith, Susan L. Smith, Susan M. Wilson, Rex E., Jr. and Smith, Susan Smith, Sue W. Smith, Susan A. Smith, Susan Smith, Susan M. Parker, Suzanne M. Parker, Dennis Petersen, M.D., Michael S. Peterson, Mike and Debbie

Creditor or Party in Interest with Similar Name OBrien, John and Gail OConnor, Sean & Carol Olson, Dr. Thomas and Mary Rust Omni Orix Corporate Capital, Inc. Forester, John and Terry Page, Dennis and Lorraine Smith, Robert and Susan

Parker, Dennis and Susan Peterson, Michael and Amy

15
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Firm Client, Adversary or Otherwise Involved Peterson, Michael Peterson, Mike Pieper, Mark Pieper, Esq., John Polartec LLC Chrysalis Capital Partners, L.P. Polo Fashions, Inc. Porter, Daniel [Mr. and Mrs.] Porter, Daniel E. Porter, Daniel Potts, Robert A. Potts, Robert Powers, Edward B. and Catherine Powers, E. James Powers, E. Michael Powers, Edward D. Powers, Mary Price Waterhouse Office of Government Services Price Waterhouse & Co. Price Waterhouse & Company Price Waterhouse Oakbrook PL PwC Product Sales LLC Pricewaterhousecoopers Juridico Y Fiscal, S.L Principle Financial Securities Inc. UBS Principal Finance LLC Apollo European Principal Finance Fund II Principle Financial Services, Inc. Rainey, Johnny Red Sky Interactive Reimer, Melissa and Robert Richard's Automotive Consulting, Inc. Richards Automotive Services, Inc.

Creditor or Party in Interest with Similar Name

Pieper, John and Mart Chrysalis Valuation Consultants LLC Polo Ralph Lauren Porter, Daniel and Monica

Potts, Robert and Judy Powers, Edward and Mary

PricewaterhouseCoopers LLP

Principal Financial Group

Rainey, John and Anne Red Sky Ranch Golf Club Riemer, Robert and Stepheny Rich's Auto Body

16
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Firm Client, Adversary or Otherwise Involved Rinaldi, Vincent Roberts, Clarence M. and Ann Nelson, James and Roberts, Annie V. Roberts, Ann Roberts, Annie V. [Estate of] Robertson, Ronald Robertson, J. Robinson, Miriam C. Rogers, James, Sr. Rogers, James Rogers, James F., III, Esquire Rogers, James P. Rogers, Maryanne R. Roman, Joanne Roman, Richard Roman, Dr., Richard J. Ross Edwards, Jane, Trust of Sage Company Sage Realty Samuels, David G. and Elizabeth J. Davis, Samuel Schilling, Ellen Schmidt, John F. Schmidt, Marilyn M. and John W. Schmidt, John N. Schmidt, John Schmitt, Timothy P. Schneider, Robert L. and Susan B. Schneider, Susanne Schwartz, Mark G. Schwartz, Mark Several companies and individuals with Ping in the name

Creditor or Party in Interest with Similar Name Rinaldi, Vincent and Anne Roberts, Anne

Robertson, Ronald and Joann Robinson Bowen, Myriam Rogers, James and Mary Anne

Roman, Richard and Joni

Edwards, Stan and Jane Sage Software Inc. Sage Construction Real Estate Samuels, David and Jan Schilling, Richard and Eileen Schmidt, John and Meredith

Schmitt, Timothy and Susan Schneider, Eric and Susan Schwartz, Mark and Wendy Ping, Inc.

17
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Firm Client, Adversary or Otherwise Involved Several companies and individuals with Tree in the name Several companies with Products in the name Shareholders of Taylor Made Sims, Christine Sims, John-David Sims, John R. Smathers, Bruce A. Smith Steven B. and Julie K. Family Foundation Smith, Steven J. and Mary Beth Smith, Steven J. Smith, Steven M. Smith , Steven R. Smith, Steve Smith,, Steven L. and Kathryn Smith, Steven E. Smith, Dr. Richard C. Smith, Sr., Richard F. Smith, Dr. Richard Smith, Jr., Richard F. Smith, Richard A., Mr. and Mrs. Smith, Jr., Richard G. Smith, Richard G.; Smith, Nancy Smith, Richard G. Smith, Richard J., Estate of Smith, Richard M. Smith, Richard R. Smith, Richard A. Smith, Richard H. Smith, Rick Smith, Jr., Richard T. Smith, Richard C. Smith, Richard Smith, Brian J. and Pamela Smith, Pamela Smith, Robert L. and Pamela Pan American Gold, Inc., Smith, Richard D., Smith, Robert E. Smith, Kenneth and Stephenson, William Stephenson, Catherine C.

Creditor or Party in Interest with Similar Name Professional Tree & Turf Equipment

R&R Products, Inc. TaylorMade Inc. Sims, Kristin and John

Smathers, Bruce and Susan Smith, Steven and June

Smith, Richard and Pamela

Stephenson, Bill and Kathryn

18
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Firm Client, Adversary or Otherwise Involved Smith, Terrance A. (Nee Green) Smith, Terry L. Smith, Terrance Smith, Terrence Smith, Terri Laruth Smith, Terri Snyder, M.D., Ronald D. Southern Wine & Spirits of America, Inc. Spiesman, Aaron STI United Stunkel, Gene Taylor, Andy Technology Integration & Development Technology integration Group Temin, David The Petrus Group USA The Textron Master Trust Bell Helicopter Textron, Inc. E-Z-Go Textron GreenLee Textron, Inc. Thompson, Janet Fiske Thompson, Janet L. and Craig Thompson, Janet H. Thompson, William A. Mrs. Thompson, Julian H. Thompson, William C. Thompson, William Todd Thorson, David Timsons, Inc. EAT (holdings) Ltd. Titlest & Footjoy American Brands

Creditor or Party in Interest with Similar Name OConnor Smith, Claudia and Terrance

Snyder, Ron Southern Wine & Spirits, Inc. Speisman, Aaron STI Services, Inc. Stunkel, Gene and Sally Taylor, Andrew Integrated Technology Temin, David and Linda Petrus Asset management Company Textron Financial Corp.

Thompson, Hugh and Janet

Thompson, William and Julie

Thorson, David and Tracey Eat, Inc. Titlest

19
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Firm Client, Adversary or Otherwise Involved Toyota Gosei Toyota Tsusho Tri County Universal Bowling & Golf Corp UPS Security Various individuals with Dan and/or Daniel and/or Williams and/or Danny Various individuals with Siegel and/or Al and/or Alan in name Vietto, Daniel L. Vilar Arts, Inc.

Creditor or Party in Interest with Similar Name Toyota Financial Services

Tri County Steam Cleaning Universal Golf Development United Parcel Service Williams, Dan

Siegel, Alfred H. Vietto, Dan and Karen Vilar Center for the Arts

Wakefield Thermal Solutions, Inc./ Longroad Longroad Asset Management Asset Management, LLC Wakefield Engineering Ward, Whitney O. Watson, Marc M. Watson, Marc A. Watson, Sharon E. Weber, Robert C. Weber, Robert J. Weber, Robert, Dr. Weber, Robert M.D. Philippe, Robert S. Weber, Robert W. Wells, Susan Marlane Wille, Charles L. Williams, James C. Stewart, Kendra (Dr.) and Williams, James Williams, J. Kell and Patricia R. Dr. Williams, J. Webster, Jr., M.D., P.A. Williams, J.H., Jr. Williams, James D and Criswell, Jane Williams, James E., Dr. Williams, James E.-MYLA Law
4819-2580-0464.1

Ward, Whitney and Vicki Watson, Marc and Sharon

Philippe Weber, Valerie and Robert

Wells, Larry and Artie Sue Will, Charles and Pamela Andrews Williams, Jimmy and Joyce

20

Firm Client, Adversary or Otherwise Involved Williams, James Edward Williams, James G. Williams, James Williams, James S. Williams, Jimmie Williams, Jimmy Williams, J.D. Williams, John and Joyce Williams, Joyce Wilner, Thomas Wilson, Dave Wilson, David Wilson, William H. and Anne Wilson, David H. Wilson, Dave Wilson, David Wilson, David H Wilson, Linda Wilson, Randy S. Wilson, Jed L. and Cynthia L. Winston, Bruce Wisconsin Professional Golfers' Association Golf Profit Builders, division of Smith O'Keefe and Associates (STO. Inc.) Wolfe, Charles Woods, Kathy Young, Charles, M.D. Young, Charlie Young, Charles C. Young, Charles Young, Dianne N. Young, Neal E., White, David L. Professional Engineering Consultants, Inc. White, David A. White, David Inc. White, David L. White, David, Disc, Inc. White, David White, J. David Associates, Inc.

Creditor or Party in Interest with Similar Name

Wilner, Thomas and Jane Wilson, David and Ann

Wilson, David and Linda

Wilson, Randy & Cindy Winston, Bruce and Ellen Professional Golfers Association

Wolff, Charles and Barbara Woods, Rodney and Kathryn Young, Charles and Dianne

White, David and Jennifer

21
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Firm Client, Adversary or Otherwise Involved White, David C. White, David V. David White Incorporated White, David J. White, David R. White, Jennifer Zee Medical Srvice Co.. and Zeepro, Inc.

Creditor or Party in Interest with Similar Name

Zee Medical, Inc.

22
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EXHIBIT "D" Cost Schedule

31
4852-1241-7551.5

EXHIBIT "D" FOLEY & LARDNER LLP SUMMARY OF INFORMATION CONCERNING COSTS CHARGED TO CLIENTS EFFECTIVE JUNE 21, 2012 TYPE OF COSTS Administrative Expenses: Conference Room Charge Court Costs Duplicating Copies In-house In-house color Outside Copy Service Fax Postage In-house meals No Charge Actual Out of Pocket Cost POLICY FOR CHARGING CLIENT

$.15 per page $.75 per page Actual Cost $.50 per page Actual Cost Actual Cost (Not applicable in bankruptcy cases where U.S. Trustee Fee Application Guidelines do not allow) Actual Cost No Cost

Outside Messenger Office Supplies Other Clerical Services: Word Processing Secretarial Services Overnight Delivery Telephone: Local Calling All Other Calling 24/7 Blackberry/E-mail/Cell Phone Attorney Contact Charge

No Charge No Charge Actual Cost

No Charge Conference Call Charges actual cost of service Not to exceed $45/month (Foley attorneys remain available to clients 24/7 basis when this charge is undertaken by client)

4849-5823-8475.1

FOLEY & LARDNER LLP SUMMARY OF INFORMATION CONCERNING COSTS CHARGED TO CLIENTS EFFECTIVE JUNE 21, 2012 (CONTINUED)

Legal Searches: Lexis Legal Research Other Search Companies Overtime Related Expenses (Not applicable in bankruptcy cases where U.S. Trustee Fee Application Guidelines do not allow): Dinner Allowance Staff Overtime Actual Cost of Meal (after 7:00 pm) Actual cost to the Firm to pay Staff for the overtime worked 60% of Search Cost Actual Cost

Travel Expenses: Local TravelMileage Tolls, Parking, Taxi, etc. Out of Town TravelTransportation/Lodging Meals

$.555 per mile Actual Cost Actual Cost

Actual Cost

2
4849-5823-8475.1