in the united states bankruptcy court for the … · 2013. 3. 28. · united states bankruptcy...

SECOND AND FINAL APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF FEES AND EXPENSES FOR THE PERIOD OCTOBER 27, 2012 THROUGH FEBRUARY 7, 2013—

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO

In re: CORDILLERA GOLF CLUB, LLC, Debtor.

) ) ) ) )

Case No. 12-24882-ABC Chapter 11

SECOND AND FINAL APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS,

FOR THE ALLOWANCE OF FEES AND EXPENSES FOR THE PERIOD OCTOBER 27, 2012 THROUGH FEBRUARY 7, 2013

TO THE HONORABLE A. BRUCE CAMPBELL, U.S. BANKRUPTCY JUDGE:

Munsch Hardt Kopf & Harr, P.C. (“Munsch Hardt” or “Applicant”), counsel for the

Official Committee of Unsecured Creditors (the “Committee”), files its Second and Final

Application for Allowance of Fees and Expenses for the Period October 27, 2012 through

February 7, 2013 (the “Final Application”), respectfully stating as follows:

I. PRELIMINARY STATEMENT

1. As this Court is aware, the extraordinarily difficult issues and acrimonious

disputes presented by the Debtor's chapter 11 case (this "Bankruptcy Case"), were ultimately

successfully resolved through efforts culminating in a consensual chapter 11 plan of liquidation

confirmed by this Court ("Plan") by its order entered on January 23, 2013 [Docket No. 792].1

2. Chief among these obstacles has been the acrimonious relationship among the

Debtor, its ultimate stakeholder, David Wilhelm, and its club members, who comprised the

Debtor's customer base as well as its largest constituency of unsecured creditors. These

untenable relationships not only impacted the Debtor's financial viability prior to the Petition

1 Capitalized terms used and not otherwise defined herein have those same meanings as set forth in the Plan.

Case:12-24882-ABC Doc#:843 Filed:03/11/13 Entered:03/11/13 16:13:41 Page1 of 66


Date (defined herein), they severely complicated the administration of this case, including but

not limited to (i) causing and exacerbating vehemently contested disputes over the proper venue

of this case; (ii) the appointment of an independent restructuring officer for the Debtor; (iii) the

propriety of the Debtor's proposed bankruptcy counsel in light of its prior relationships with

Wilhelm and related parties (iv) the appointment of a chapter 11 trustee; (v) the Debtor’s

proposed post-petition financing; and (vi) the sales process to permit the Debtor to attempt to

restructure its affairs and successfully resolve this case.

3. As this Court recognized at the hearing held on confirmation of the Plan, these

results were achieved through the considerable efforts of the estates' professionals, who

collectively agreed to bear the burden of the estate's limited resources to satisfy the

administrative claims in furtherance of the Plan. Among these professionals are those engaged

by the Committee, who played a central and critical role as an estate fiduciary to broker a

successful resolution of the case for the collective benefit of the Debtor and its creditors. It was

the Committee's role, serving as a facilitator, through which these warring parties were

ultimately able to resolve their differences in the litigation, administration and restructuring of

the estate's obligations before the Court. It was the Committee that insisted on the global

mediation that ultimately produced an workable agreement among the parties that proved to be

the turning point in this case, and which formulated the sale procedures, and the Plan itself.

4. Through the settlement reached at the mediation ("Global Settlement"), the parties

were able to propose a path to navigate all of the major obstacles to resolve the issues in this

case, including the resolution of the trustee dispute, post-petition financing for the Debtor, the

resolution of major litigation embroiling the estate, the sale of the Debtor's assets as a going

concern, and the terms of the Joint Plan confirmed by the Court, which, inter alia, provides for



the treatment of the Debtor's members and their claims and a significant, if not 100% return, to

general unsecured trade creditors. Throughout, the Committee and its professionals have

diligently labored to faithfully discharge their duties notwithstanding the very difficult

circumstances of this case, and indeed, to surmount these daunting obstacles for the collective

benefit of the estate.

II. JURISDICTION AND VENUE

5. This Court has jurisdiction over this Final Application pursuant to 28 U.S.C. §§

157 and 1334. The Final Application constitutes a core proceeding within the meaning of 28

U.S.C. §157(b)(2). Venue is appropriate under 28 U.S.C. §§ 1408 and 1409.

6. The statutory predicates for the relief requested herein are 11 U.S.C. §§ 330, 331,

and 503, and Rule 2016(a) of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy

Rules”).

III. BACKGROUND

A. General / Engagement Background

7. On June 26, 2012 (“Petition Date”), the Debtor filed a voluntary petition for relief

under chapter 11 of title 11, United States Code, §§ 101 et seq. (the “Bankruptcy Code”) with the

United States Bankruptcy Court for the District of Delaware, thereby initiating the above styled

and numbered bankruptcy case (the “Bankruptcy Case”).

8. The Debtor remains in control of its business and affairs as a debtor-in-possession

pursuant to §§ 1107 and 1108 of the Bankruptcy Code.

9. The Debtor is the owner and operator of “The Club at Cordillera” (the “Club”),

located within the Cordillera residential community in Edwards, Eagle County, Colorado. The

Club includes three 18-hole golf courses, a short course, three tennis centers, fitness facilities,

five indoor and outdoor pools, a summer camp with clubhouse for children, and riding, hiking



and cross-country ski trails. See Declaration of Daniel L. Fitchett, Jr. in Support of Chapter 11

Petitions and First Day Relief [Docket No. 4] (“Fitchett Declaration”), ¶¶ 5-7.

10. On July 6, 2012, the United States Trustee filed its Notice of Appointment of

Committee of Unsecured Creditors [Docket No. 86], thereby forming the Committee.

11. On July 11, 2012, the Committee selected Munsch Hardt to serve as its lead

counsel and, also on July 11, 2012, Munsch Hardt filed an Application of the Official Committee

of Unsecured Creditors of Cordillera Golf Club, LLC for an Order Authorizing and Approving

the Employment of Munsch Hardt Kopf & Harr, PC as Counsel, Nunc Pro Tunc, to July 9, 2012

[Docket No. 131]. Thereafter, on July 30, 2012, this Court entered an Order [Docket No. 301]

approving Munsch Hardt’s employment as lead counsel for the Committee nunc pro tunc to July

9, 2012.

12. On July 10, 2012, the Debtor filed a Motion for an Order Establishing Procedures

for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 112],

and on July 24, 2012, the Bankruptcy Court entered its own Order Permitting Periodic Fee

Application and Prescribing Procedures [Docket No. 231] (the “Fee Procedure Order”). The Fee

Procedure Order allows professionals, such as Applicant, to apply for interim compensation no

more frequently than on a monthly basis with a 14-day notice period and limited notice of

interim applications. Applicant has filed only one prior Interim Application.

B. Additional Case Background (Interim Application Period)

13. The Debtor derived the vast majority of its revenues through fees and dues related

to Club memberships purchased by the Club’s members. See Fitchett Declaration, ¶ 6. Over the

past several years, the Debtor’s relationships with its members became strained, resulting in



ongoing litigation in Colorado State Courts.2 Specifically, the disputes included that certain

proceeding in Colorado State Court, Eagle County, assigned Cause No. 2011-cv-552, initiated by

the Member Class Representatives in favor of a class of homeowner members certified therein

(the “Class Action”). The Class Action involved the Plaintiffs’ claims asserted against the

Debtor, Wilhelm and related parties for, inter alia, breach of contract, inducement, securities

violations, and related causes of action seeking the return of deposits and membership dues and

fees paid to the Debtor. Motion to Transfer Venue, at Exh. B.

14. Also pending in the Eagle County State Court as of the Petition Date was Cause

No. 2011-cv-456 (the “CTC Litigation”), which proceeding was commenced by the Debtor,

Wilhelm and related parties against the Cordillera Property Owners Association, Inc. (“CPOA”)

and Cordillera Transition Corporation (“CTC”). In the CTC Litigation, the Debtor generally

asserted that the CPOA is responsible for numerous of the Debtor’s members seeking to cancel

their membership interests. Fitchett Declaration, ¶ 6; Motion of CPOA and Cordillera

Metropolitan District (“CMD”) to Transfer Venue [Docket No. 76], at ¶¶ 25-29.

15. These disputes had a substantial impact on the Debtor and its operations. See

Status Report, at p. 2; Motion to Transfer Venue, at p. 2. These same disputes pervaded the hotly

contested dispute over the proper venue of this case previously litigated by the major parties-in-

interest, including the Committee. On July 16, 2012, following the Class Representatives’ filing

of their Motion to Transfer Venue, supporting joinders filed by the CPOA, CMD, the Committee

and Alpine Bank (“Alpine”), responses and objections filed by the Debtor, Wilhelm and others,

the Delaware Bankruptcy Court held a hearing thereon, at which the Committee played a central

2 See Debtor's Status Report as Requested by the Court [Docket No. 193] ("Status Report"), at p. 2; Motion filed by Cheryl M. Foley, Thomas Wilner, Jane Wilner, Charles Jackson, Mary Jackson and Kevin B. Allen, Individually and as Representatives (collectively, the "Class Representatives") of a Certified Class of Members ("Member Class"), to Transfer Venue [Docket No. 69] ("Motion to Transfer Venue"), at p. 2.



role, and pursuant thereto, entered its Order granting said relief and transferring venue of this

case to this Court. See Docket Nos. 76, 95, 116, 119, and 125. See also Transcript of Hearing

Held July 16, 2012, Case No. 12-11893 (D. Del.).

16. On July 24, 2012, the Class Representatives filed a Motion seeking the

appointment of a chapter 11 trustee for the Debtor’s estate (the “Trustee Motion”). On August 7,

2012, the Committee, the CPOA, the CMD and certain members joined in the relief requested in

the Trustee Motion, and the Debtor filed its opposition thereto, which opposition was joined by

Wilhelm and others. See Docket Nos. 341 – 344, 348, 414. The Trustee Motion also became an

extremely hotly contested matter, giving rise to several status conferences and hearings,

including matters relating to the parties’ protracted and voluminous discovery efforts and

disputes. See Docket Nos. 350, 355, 358, 380, 416, 425, 489.

17. Meanwhile, on August 30, 2012, the Debtor filed its Motion for Final Order

Approving Debtor-In-Possession Financing, Use of Cash Collateral and Adequate Protection

[Docket No. 402] (the “Final DIP Motion”), pursuant to which the Debtor proposed to incur

post-petition financing from Alpine Bank (“Alpine”) on a first priority priming basis, in the

aggregate amount of $3,239,995.00 (inclusive of funds previously advanced pursuant to prior

interim / emergency funding requests). This financing proposal was made in lieu of alternate

post-petition priming financing originally proposed by the Debtor with a third party lender,

which the Committee (and others) successfully opposed, and which the Debtor then ultimately

replaced with its proposal to obtain further financing from Alpine. See Docket Nos. 59, 96, 146,

and 200.

18. Notwithstanding, the proposed financing from Alpine created its own separate set

of problems. The newly proposed financing, with its limited budget, and related disputes forced



the Committee to voice objections and prepare for a contested financing hearing. Munsch Hardt

accordingly formulated and prepared its detailed objection to the financing which ultimately

served as a template and framework for the Committee’s negotiations with the Debtor, Alpine,

and other parties for a global resolution of the case. Ultimately, as detailed below, the successful

negotiation of the Global Settlement mooted the need to file this objection. See Joint Motion for

Approval of Term Sheet and Authorization to Implement Certain Matters Set Forth Therein

[Docket No. 519] (the “9019 Motion”), at ¶¶ 31-32.

19. During the pendency of these disputes, Munsch Hardt proposed a global

mediation to negotiate a possible resolution of all of the major issues presented by the

Bankruptcy Case, the Debtor’s financial and operational issues, and related litigation.

Thereafter, the Committee undertook considerable efforts to coordinate party participation in the

mediation, including insisting on the participation of all major parties-in-interest, and to

coordinate arrangements and agreed parameters for the mediation.

20. On September 12 and 13, 2012, the Debtor, the Committee, the Class

Representatives, the CPOA, CTC, CMD, Wilhelm, Alpine, and certain other parties-in-interest

participated in an extensive mediation, with Deborah D. Williamson serving as mediator (the

“Mediator”), in an effort to resolve their disputes regarding the Trustee Motion, the Final DIP

Motion, other issues regarding the administration of the Bankruptcy Case, the litigation pending

among the Debtor, the members, Wilhelm and others, and the Debtor’s efforts to restructure its

affairs generally. Following such mediation, on September 24, 2012, the parties executed a

Term Sheet (the “Term Sheet”) outlining the Global Settlement that provides for: (i) the

resolution of the Trustee Motion and objections to the Final DIP Motion; (ii) the compromise

and settlement of the CTC Litigation and the partial settlement of the Class Action; (iii) the



resolution of the secured claims asserted by Alpine and Wilhelm; (iv) a sale process for the

Debtor’s operating assets to liquidate the estate’s primary assets (the “Sale”); and (v) the

parameters of the Plan. See 9019 Motion, at pp. 10-18, Exh. 1.

21. The extensive negotiations of the Global Settlement ended the incredibly

expensive and protracted litigation that dominated every aspect of this Bankruptcy Case. The

Committee, in tandem with the Debtor, then turned immediately to implementing these

arrangements. Consistent with the Term Sheet, the Debtor prepared the joint 9019 Motion, while

the Committee prepared their joint Motion for Order: (A) Authorizing and Scheduling the Sale of

Substantially All Operating Assets of the Estate, Free and Clear of All Liens, Claims, and

Encumbrances, (B) Approving Procedures for the Submission of Qualifying Bids and Conducting

the Sale, and (C) Approving the Form and Manner of Notice Pursuant to Federal Rule of

Bankruptcy Procedure 2002 (the “Sale Procedures Motion”), as well as the detailed bidding, sale

and auction procedures incorporated therein (the “Bid Procedures”). The Committee then

negotiated the terms of these motions and proposed orders with the Debtor and other parties in

order to expeditiously submit these proposals to the Court under the expedited schedule dictated

by the Term Sheet.

22. The Committee and the Debtor also worked cooperatively to formulate and

produce the joint Plan, with the Committee preparing the Plan while the Debtor prepared its

related Disclosure Statement and the requisite purchase and sale agreement to accomplish the

closing of the Sale of the Debtor’s operating assets (“APA”). As with the 9019 Motion and Sale

Procedures Motion, the Committee negotiated with the Debtor to resolve the terms of the Plan,

Disclosure Statement, and APA, then coordinated negotiations among the Global Settlement



group to resolve their comments and concerns prior to submitting them to the Court, again under

an expedited schedule dictated by the Term Sheet.

C. Prior Applications

23. On or about November 16, 2012, Munsch Hardt filed with this Court its First

Interim Application (the "Interim Application") for Allowance of Fees and Expenses for the

Period July 9, 2012 through October 26, 2012 (the "Interim Application Period"), seeking this

Court's allowance on an interim basis of compensation and reimbursement in the total amount of

$417,773.57 (consisting of fees of $406,454.00 and expenses of $11,319.57). See Docket No.

611. During the Interim Application Period, Munsch Hardt rendered a total of 810.30 hours of

professional services on behalf of the Committee.

24. On December 21, 2012, this Court entered its Order granting the Interim

Application on an interim basis [Docket No. 728], which order allowed Munsch Hardt’s fees in

the amount of $406,454.00 and reimbursable expenses in the amount of $11,319.57. However,

the Court further ordered that “the Debtor may pay such interim fees in any amounts it may

determine or agree with this or any other applicant.”

25. Thereafter, pursuant to the Term Sheet, and other stipulations entered in the case

by the Debtor's and Committee's professionals, the Debtor subsequently paid Munsch Hardt

$242,942.53 of its total fees of $406,454.00, and reimbursed 100% of the total expenses incurred

of $11,319.57, for an aggregate interim payment to Munsch Hardt of $254,262.10. See also

Term Sheet, at pp. 3-4; Stipulation and Reservation of Rights Regarding Pending and

Prospective Applications for Compensation of Professionals Employed by the Estate [Docket

No. 661], at pp. 6-9. These interim payments to Munsch Hardt, collectively with other interim

compensation and reimbursement allowed and paid to the Committee's other professionals and

members, have consumed the carve out funds allocated to the Committee, leaving an outstanding



balance owing to Munsch Hardt on the Interim Application previously approved by this Court, of

$163,511.47.

D. Additional Case Background (Post-Interim Application Period)

26. Following the Interim Application Period, on October 30, 2012 [Docket No. 558],

this Court entered its Order approving the Bid Procedures. The Debtor and the Committee

thereafter sought to implement the bid procedures, including resolving the allowed amounts of

senior secured creditors' claims for the purpose of credit bids, soliciting bids on the Debtor's

assets, negotiating and proposing the mediator's compensation as auctioneer, coordinating to

complete due diligence, and participating in the Auction. The results of the Auction were

approved on the same date that this Court considered its approval of the Disclosure Statement:

December 17, 2012. See Docket Nos. 704 (Minutes of Proceeding re: Adequacy of Disclosure

Statement); 705 (Minutes of Proceeding re: Final Approval of Sale of Operating Assets). On

December 28, 2012, the Debtor closed the Sale of the Operating Assets to Wind Rose Properties,

LLC.

27. Simultaneously, the Debtor and Committee coordinated closely to implement

revisions and amendments to the Plan and Disclosure Statement in order to update and conform

the documents to the evolving status of the Debtor's case, and to incorporate provisions and

amendments requested by objecting parties and other parties in interest or otherwise resolving

potential objections, and critically, to address concerns and issues raised by the Court, including

at an initial hearing to consider the adequacy of the Disclosure Statement, which was held on

December 10, 2012.

28. The Debtor and Committee also worked in tandem to present the Debtor's Plan to

the Court at the hearing to consider confirmation of the Plan, on January 22, 2013. The Court



approved confirmation of the Plan and Applicant took steps to implement the effectiveness of the

Plan, which became effective on February 7, 2013. See also Docket No. 815.

29. No less critical were the substantial negotiations conducted by the Debtor and the

Committee's professionals to ensure the feasibility of the Plan for the benefit of the estate, and

whose' collective concessions as to the payment of administrative expenses were fundamental to

the successful confirmation of the Plan and the conclusion of this case. Indeed, at the

Confirmation Hearing, this Court expressly recognized the concessions of the professionals of

the estate, and in part in consideration of these efforts, the Court suggested that the estates'

professionals continue to confer on an acceptable, consensual arrangement resolving their

competing applications for compensation and reimbursement from the limited funds remaining

in the estate3, including a convenient process to treat as final the previously approved

applications made by professionals on an interim basis, and who did not render further services

to the estate following the Court's approval of their interim applications.

30. In connection with the Plan, the Debtor and Committee, both prior to and

following confirmation of the Plan, continued to coordinate their efforts to marshal the remaining

assets of the estate for liquidation, and coordinated on objections held by the estate to various

creditors' claims. Critically, these efforts included a thorough analysis performed by Munsch

Hardt of the entire universe of pre-petition claims asserted against the estate, as well as potential

objections to such claims, and the preparation of tracking charts to assist in the analysis and

administration of same.

3 In so doing, the Committee understands that the Court recognized that a segregated escrow fund had been credited for the payment of general unsecured trade claims under the Plan, and because there will most likely be insufficient funds remaining in the estate to satisfy all allowed claims of the approved professionals of the Debtor and Committee, these professionals now constitute the universe of parties in interest with resect to any issues of remaining allocation of the available estate proceeds to pay allowed professional claims.



31. Pursuant to the Court’s recommendation, the professionals for the Committee

have reached a proposed compromise with the professionals for the Debtor, providing for the

consensual allocation of available funds for the payment of remaining professional fees and

expenses allowed in the case ("Professionals’ Proposed Compromise"). The Professionals’

Proposed Compromise will shortly be separately submitted to the Court for its consideration and

approval.

IV. SUMMARY OF THE FINAL APPLICATION

A. Summary of Munsch Hardt Compensation and Reimbursement Requested for Applicable Period

32. Munsch Hardt requests final approval, pursuant to sections 330, 331, and 503(b)

of the Bankruptcy Code and Bankruptcy Rules 2016(a) and 9013, of its fees incurred for the

period from October 27, 2012 through February 7, 2013 (the “Applicable Period”) in the amount

of $98,159.50 and expenses incurred during the Applicable Period in the amount of $4,588.03,

for a total of $102,747.53, and that the Bankruptcy Court authorize the Debtor to pay Munsch

Hardt its unpaid portion of those fees and expenses in the amount of $102,747.53, as well as the

unpaid balance remaining from Munsch Hardt's allowed Interim Application, subject to the

Professionals' Proposed Compromise. Munsch Hardt’s invoice providing detailed time entries

and the summary of the expenses incurred is attached hereto as Exhibit A. 4

33. During the Applicable Period, Munsch Hardt’s attorneys and paraprofessionals

expended 232.40 hours in the representation of Committee. An itemization of services rendered

by timekeepers for the Applicable Period is attached hereto as Exhibit B. A breakdown

4 The exhibits to the Application have been filed with the Court, but are not being served on the parties receiving service of this Application via United States mail. Upon written request, Munsch Hardt will provide the exhibits to a requesting party at no charge.



reflecting the various project areas in which Munsch Hardt expended time is set forth in Section

IV, Part B of this Final Application and in the summary attached hereto as Exhibit C.

34. During the Applicable Period, Munsch Hardt incurred actual expenses in the

amount of $4,588.03. A summary of the expenses incurred by Munsch Hardt during the

Applicable Period is attached hereto as Exhibit D.

35. Applicant has no agreement or understanding of any kind or nature with any other

person to share any compensation received for services rendered in or in connection with this

proceeding other than as detailed with Professionals’ Proposed Compromise.

B. Final Approval of Interim Application

36. Munsch Hardt respectfully incorporates for all purposes the provisions of its

Interim Application as if fully set forth herein, and which, for purpose of brevity, are not

repeated here. Also solely for purposes of convenience in evaluating this Application, the

Applicable Period and services performed during same that are discussed herein, do not include

services provided during the Interim Application. Notwithstanding, for the avoidance of doubt,

Munsch Hardt expressly requests this Court's final approval of its fees and expenses incurred by

the Committee during the entire pendency of Munsch Hardt's service to the Committee approved

in this case by this Court, including any and all amounts proposed and authorized under its

Interim Application.

C. Summary of Services Provided During Applicable Period

37. As detailed in the foregoing paragraphs, subsequent to the Interim Application

Period, Munsch Hardt provided services to the Committee in connection with, inter alia: (i)

implementing the Term Sheet and Global Settlement terms, including negotiating and mediating

with and among other settlement parties to resolve their differences and disputes arising under

the Global Settlement and its terms; (ii) implementing, coordinating, conducting, and overseeing



the due diligence and sale process, as well as the formulation and reporting of the results of the

auction and obtaining this Court's final approval to close the sale; (iii) reviewing and

coordinating a further Class Action settlement negotiated among the plaintiffs, Debtor and

related parties, in full and final satisfaction of the claims asserted therein, and negotiating with

the settling parties to incorporate the structure of that further settlement with the Term Sheet,

Global Settlement and Plan; (iv) revising, amending, supplementing and soliciting votes on, the

Plan and Disclosure Statement, presentation of these matters to the Court and parties in interest

at hearings, coordinating with the Debtor on revisions and amendments, and reviewing

objections and negotiating with objecting and potential objecting parties to resolve their concerns

with the Plan and Disclosure Statement; (v) performing an exhaustive claims analysis in

coordination with the Debtor and in connection with plan implementation and feasibility

analyses, and critically, negotiating with numerous professionals, administrative claimants and

other creditors of the estate to resolve potential claims asserted against the estate and objections

to such claims; and (vi) performing the Committee's other routine and customary statutory

duties, including conferring with and sharing information with creditors, reviewing and

negotiating other fee applications and requests for payment from the estate, and resolving

automatic stay and other miscellaneous contested and administrative matters.

V. REQUEST FOR ALLOWANCE

A. Standards for Allowance of Fees and Expenses

38. Pursuant to section 330 of the Bankruptcy Code, a bankruptcy court may allow

reasonable compensation for the actual and necessary professional services rendered by a

professional in the case, determining the reasonableness of the compensation requested based

upon the nature, extent, and value of such services. Similarly, a bankruptcy court may allow the

reimbursement of actual and necessary expenses incurred by a professional in connection with



the rendition of such services. Similarly, a bankruptcy court may allow the reimbursement of

actual, necessary expenses incurred by a professional in connection with the rendition of such

services. Specifically, section 330 provides in pertinence:

(1) After notice to the parties in interest and the United States Trustee and a hearing, and subject to sections . . . 328 . . ., the court may award to a . . . professional person employed under section 327 . . . –

(A) reasonable compensation for actual, necessary services rendered by the . . . professional person, or attorney and by any paraprofessional person employed by any such person; and

(B) reimbursement for actual, necessary expenses . . . .

(3) In determining the amount of reasonable compensation to be awarded, . . ., the court shall consider the nature, the extent, and the value of such services, taking into account all relevant factors, including –

(A) the time spent on such services;

(B) the rates charged for such services;

(C) whether the services were necessary to the administration of, or beneficial at the time at which the service was rendered toward the completion of, a case under [the Bankruptcy Code];

(D) whether the services were performed within a reasonable amount of time commensurate with the complexity, importance, and nature of the problem, issue, or task addressed; . . .

(F) whether the compensation is reasonable based on the customary compensation charged by comparably skilled practitioners in cases other than cases under [the Bankruptcy Code].

11 U.S.C. § 330(a)(1) and (3).

39. In considering the reasonableness of fees requested under section 330, the Tenth

Circuit has traditionally used the adjusted lodestar method, whereby the lodestar is calculated by

multiplying the number of hours reasonably spent on the work by the prevailing hourly rate in

the community and then adjusted upward or downward based upon the factors listed in section



330(a)(3) and in Johnson v. Georgia Highway Express, Inc., 488 F.2d 714 (5th Cir. 1974).5 See

In re Commercial Financial Services, Inc., 427 F.3d 804, 811 (10th Cir. 2005). See also In re

Miniscribe Corp., 309 F.3d 1234, 1243-44 (10th Cir. 2002); In re Cahill, 428 F.3d 536, 539-40

(5th Cir. 2005); Peele v. Cunningham (In re Texas Securities, Inc.), 218 F.3d 443, 445 (5th Cir.

2000).

VI. APPLICATION OF STANDARDS TO MUNSCH HARDT’S REQUEST FOR FEES

40. Munsch Hardt requests final allowance of its fees incurred during the Applicable

Period in the amount of $98,159.50. Such fees are reasonable and supported under the factors

set forth in section 330(a)(3) and Johnson, as explained below.

A. Time Spent on Services and Nature of Services Rendered

41. During the Applicable Period, Munsch Hardt expended a total of 232.40 hours in

representation of the Committee, which is broken down into the following categories with

corresponding task code numbers. Although there is inevitably some overlap between the tasks

charged to each code, Applicant has attempted to separate by task code those tasks performed on

a consistent basis. Also, only categories related to the key project areas are described below;

however, detailed descriptions of services provided for all categories can be found in Exhibit A.

a. Other Professionals Retention/Applications (Task Code 2). Munsch Hardt spent 10.40 hours under this category incurring total fees of $3,873.00. Munsch Hardt reviewed the application to employ Thomas Genshaft as special counsel for the Debtor and corresponded and spoke with Debtor’s counsel about the Committee’s objections to the retention of Mr. Genshaft. Thereafter, Applicant negotiated with Debtor’s counsel to vacate the order approving Thomas Genshaft’s employment and prepared and filed a stipulation to withdraw Mr. Genshaft's application and vacate the retention for the benefit of the estate.

5The twelve Johnson factors are: (1) the time and labor required; (2) the novelty and difficulty of the issues addressed; (3) the skill requisite to perform the legal service properly; (4) the preclusion of other employment by the attorneys due to acceptance of the case; (5) the customary fee; (6) whether the fee is fixed or contingent; (7) time limitations imposed by the client or the circumstances; (8) the amount involved and the results obtained; (9) the experience, reputation, and ability of the attorneys; (10) the undesirability of the case; (11) the nature and length of the professional relationship with the client; and (12) awards in similar cases. Johnson, 488 F.2d at 717-19.



b. Meetings and Communications with Committee (Task Code 3). Munsch

Hardt spent 9.60 hours under this category incurring total fees of $6,321.50 during the Applicable Period. In order to perform its duties, Munsch Hardt was required to frequently communicate by e-mail, telephone calls, and telephonic conferences with the Committee Chairman and the Committee as a whole regarding the current status of the Bankruptcy Case, Plan objections and negotiations, preparation of the Committee's solicitation letter in support of the Plan, and the sale and due diligence process, auction, and potential purchasers of the Debtor’s assets.

c. Leases/Executory Contracts (Task Code 6). Munsch Hardt spent 2.30 hours

under this category, incurring total fees of $1,298.50. Munsch Hardt reviewed the Debtor’s 365 executory contract schedule and the updated schedule, Behringer Harvard Cordillera, LLC’s objection to the cure amount, the Debtor’s motion to reject executory contracts and leases, and the Debtor’s motion to assume additional executory contracts, in coordination with the Debtor to minimize claims against the estate and promote Plan feasibility.

d. Disclosure Statement/Plan (Task Code 9). Munsch Hardt spent 55.80 hours

under this category incurring total fees of $26,586.50. Following the filing of the initial Joint Plan and Disclosure Statement and based on several objections and concerns raised by the Court and parties in interest to same, Munsch Hardt prepared several rounds of amendments to the Joint Plan and Disclosure Statement, circulated same to Debtor’s counsel and Committee members, negotiated various provisions with the Debtor, including the structure for treatment of member and Class Action claims, the Plan Administrator's role and compensation, and provisions potentially impacting the transactions provided for under the Global Settlement and subsequent Class Action settlement. In connection with coordinating these amendments to the structure of the Plan, numerous telephone conferences and e-mails were required to be exchanged with the Debtor, Committee members and other parties relative to the foregoing matters, as well as the administrative claims of professionals, the Mediator's / auctioneer's compensation, and the implementation of the Plan. Applicant attended the Disclosure Statement hearing and incorporated the changes requested by the Court at the hearing into the Disclosure Statement and revised the Plan to conform to same revisions. Applicant then telephonically attended the continued hearing on the Amended Disclosure Statement and sale procedures. Munsch Hardt prepared the Committee’s solicitation letter, reviewed and revised numerous Plan documents, including the form of ballots, ballot summary, and notices of material deadlines and hearings, addressed limited and potential objections to the Plan filed and asserted by Alpine Bank, CMD and CPOA, and Class Action claimants, performed claims analyses in connection with vote tabulation. Applicant further prepared for, attended, and successfully argued for confirmation of the Debtor and Committee’s Amended Joint Plan of Reorganization, and thereafter coordinated with the Debtor to ensure the Effective



Date and the dissemination of Plan notices relating to the Confirmation Order, Effective Date, material deadlines arising under the Plan.

e. Claims Administration/Objections (Task Code 10). Munsch Hardt spent 15.00

hours under this category incurring total fees of $6,842.50. During the Applicable Period, Munsch Hardt addressed the claims of Alpine Bank and Wilhelm, prepared stipulations for allowance of said claims, and dealt with issues relative to Alpine Bank’s deficiency claim. Munsch Hardt also performed the comprehensive analysis of the entire universe of claims known to be asserted against the Debtor's estate, potential and previously resolved objections to same, and prepared tracking charts preserving its analysis for use by the Debtor and Plan Administrator.

f. General Litigation (Task Code 13). Munsch Hardt spent 12.30 hours under this

category incurring total fees of $6,092.50. Here, Munsch Hardt reviewed the Debtor’s motion to approve the additional Class Action settlement negotiated following the Global Settlement, including the detailed settlement agreement, and thereafter undertook considerable efforts to ensure the coordination of implementation of that agreement with the Plan, Term Sheet and Global Settlement and the transactions contemplated thereunder. These efforts required the preparation and filing of an objection to the limited notice period for the motion to approve the Class Action settlement, which motion this Court originally denied, and were necessary to ensure that the parties' agreements relating to the Debtor's restructuring were consistent, and specifically, that this ancillary settlement proposal did not threaten to impair the terms of the Global Settlement. Subsequent thereto, Applicant conferred with Debtor’s counsel and counsel for the Class Action group, negotiated acceptable terms for coordinating these transactions the settlement, and coordinated with Debtor’s counsel on changes to the motion and Class Action settlement agreement prior to filing an amended request that was then approved by this Court.

g. Sale of Assets (Task Code 14). Here, Munsch Hardt spent 28.00 hours under

this category incurring total fees of $14,733.50. The majority of time charged to this category consisted of the review of information on potential and prospective purchasers of the Debtor’s assets, the disclosure of potential bidders, preparation of the notice of auction and sale, attention to issues relating to the bid process, potential late bid, and Alpine’s credit bid, attendance at the extended auction for the sale of Debtor’s assets, and conferences with Debtor’s counsel on successful bidder’s notice. Munsch Hardt participated in the sale implementation and due diligence processes, negotiated professionals services and coordination of duties requisite to conducting and closing the auction and sale, and thereafter reviewed, revised, and negotiated with the Debtor, Alpine, Wilhelm and related parties to resolve the final form of proposed Sale Order. Finally, Applicant addressed closing issues and reviewed all closing documents to verify the consistency of the transactions with the orders entered by this Court, the closing of the Sale, and to resolve a number of ancillary issues and disputes subsequently arising among the



CPOA, CMD, Debtor and the Purchaser over certain executory contracts, in rem rights and other the assets acquired pursuant to the Sale process.

h. Munsch Hardt Statements/Fee Applications (Task Code 15). Munsch Hardt

spent 39.70 hours under this category incurring total fees of $9,160.00. During the Applicable Period, Munsch Hardt prepared and filed its First Interim Application. None of the services devoted to preparing the Interim Application were submitted under the Interim Application. No services devoted to preparing and filing this present Application have been charged to the estate under this Application or otherwise.

i. Other Professionals’ Fee Statements / Fee Applications (Task Code 16).

Munsch Hardt spent 31.60 hours under this category incurring total fees of $12,554.50. Under this category, Munsch Hardt conferred with Debtor’s counsel, counsel for Alpine Bank, the Mediator, and the Committee regarding the Mediator’s fees in order to negotiate and resolve same, and prepared the stipulation on the Mediator’s compensation to memorialize the parties' understandings. Applicant also consistently negotiated to ensure that costs of administration of this estate would be minimized, including but not limited to negotiating the consensual resignation and termination of the Debtor's CRO. Munsch Hardt further coordinated with Saul Ewing to assist it in the submission of Saul Ewing's prior fee application, and negotiated with the Debtor's professionals and closely coordinated with the Committee and Debtor to negotiate and the propose, consensual, interim treatment of allowed interim applications for compensation approved by the Court. Munsch Hardt further contacted Committee members for expenses incurred by each member, compiled their expense documentation, and prepared the application for reimbursement of expenses to the Committee members and requisite exhibits. Munsch Hardt reviewed Sysco Foods’ application for the payment of an administrative claim, coordinated with the Debtor regarding same, and coordinated with the Debtor and its professionals to resolve a unitary process for the application of carveout funds to professionals on their allowed interim compensation claims. Munsch Hardt further prepared and maintained records tracking all orders granting administrative compensation and detailing the breakout of Debtor’s professionals’ fees and expenses, for purposes of monitoring estate administration and possible objections to claims, and to negotiate final accommodations among estate professionals for their ratable treatment.

j. Automatic Stay/Adequate Protection (Task Code 20). Munsch Hardt spent

1.20 hours under this category incurring total fees of $580.00. During the Applicable Period, Munsch Hardt addressed the lift stay request by TCF Equipment Financing relating to golf carts and the Debtor’s approach to stipulation in light of closed sale. That request was eventually resolved by stipulation including the Committee.



k. General Bankruptcy Administration (Task Code 23). Munsch Hardt spent 6.90 hours under this category incurring total fees of $2,495.50. Munsch Hardt attended to regular routine matters associated with the administration of the Bankruptcy Case including reviewing and analyzing the Debtor’s customary and required bankruptcy submissions regarding noticing of creditors and other case administration. Munsch Hardt’s duties also required it to monitor the docket and regularly update calendar events and case scheduling matters, maintain and update service lists, review the Debtor’s monthly operating reports, weekly cash flow reports, and case status reports.

l. Mediation (Task Code 29). Munsch Hardt spent 6.00 hours under this category

incurring total fees of $2,428.00. During the Applicable Period, Munsch Hardt performed miscellaneous services and follow-up relative to the Global Settlement order and negotiated and coordinated in depth with settlement parties to ensure the best approach to resolving subsequent implementation matters that might impact the Global Settlement, subsequent Class Action settlement, and/or the Plan.

B. Rates Charged for Such Services and Their Customary Nature

42. Pursuant to Munsch Hardt’s approved fee arrangement in the Bankruptcy Case,

Munsch Hardt’s fees have been determined on an hourly fee basis, utilizing the hourly rates

customarily charged by Munsch Hardt to clients of the firm in other representations. Munsch

Hardt’s rates during the Applicable Period ranged from $385 to $680 per hour for shareholders,

$240 to $310 per hour for associates, and $200 per hour for paraprofessionals. A breakdown of

the hours expended by each particular attorney and paraprofessional, and the respective hourly

rate associated with each such person, is set forth in summary in Exhibit B.

C. Reasonableness of Fees

43. Munsch Hardt submits that its hourly fee structure is comparable to other firms

located in this District with bankruptcy practitioners and paraprofessionals of the same expertise

and experience level as Munsch Hardt. Attached hereto as Exhibit E are the biographies of

those attorneys who were principally involved in Munsch Hardt’s representation of the

Committee during the Applicable Period.



44. Munsch Hardt further submits that the amount of fees requested by Munsch Hardt

during the Applicable Period in relation to the work undertaken is within the range of fees

customarily approved by bankruptcy courts in cases of similar size, complexity and

contentiousness, and that Munsch Hardt’s experience and expertise in complex litigation and

bankruptcy matters resulted in the efficient handling of difficult tasks which would otherwise

have required a greater expenditure of time had less experienced counsel handled these matters.

45. Consistent with the Fee Procedures Order, Munsch Hardt did not include any

charges for preparation of its First Interim Application in that Application and hereby requests

that these charges, as well as charges for preparation of this Final Application, now be

considered for approval by this Court.

D. Necessary and Beneficial Nature of Services

46. Munsch Hardt submits that its efforts in assisting and representing the Committee

in the matters generally described above have been both clearly necessary and beneficial to the

estate and the administration of the Bankruptcy Case.

47. In particular, during the Applicable Period, Munsch Hardt was, among other

things, a critical proponent of the Plan and its confirmation, as well as the estate fiduciary

charged with overseeing the sale process for the benefit of creditors. Munsch Hardt submits that

the record of this case is replete with examples of Munsch Hardt's work product assumed on

behalf of the Committee for the purposes of advancing the administration of this case, and of its

critical involvement with most every major significant dispute, transaction and contested matter

resolved in connection with this Bankruptcy Case.

E. Reasonableness of Time Expended and Time Constraints

48. Munsch Hardt’s attorneys and paraprofessionals expended only that time which

they deemed necessary to accomplish the Committee’s objectives in the Bankruptcy Case.



While certain of the issues encountered during the Applicable Period were not unduly

complicated, many others were complex, novel, acrimoniously disputed, and extremely time

consuming.

49. Given the nature of certain matters in the Bankruptcy Case, Munsch Hardt

attorneys have been required to devote substantial amounts of time to Munsch Hardt’s

representation of the Committee. This, in turn, has limited their ability to take on other

significant, long-term engagements.

50. Considering the concessions made by Munsch Hardt, along with other

professionals of the estate, to bear the burden of the limited funds available to pay administrative

expenses, Munsch Hardt submits that the value of the services provided relative to the requested

compensation for same, are reasonable.

VII. APPLICATION OF STANDARDS TO MUNSCH HARDT’S REQUEST FOR ALLOWANCE OF EXPENSES

51. Munsch Hardt requests allowance of its expenses actually incurred during the

Applicable Period in the amount of $4,588.03.

52. Munsch Hardt’s expenses were charged at the same rates applied to Munsch

Hardt’s clients outside of the bankruptcy context. Munsch Hardt charges $0.20 per page for in-

house photocopying expenses. Munsch Hardt charges $0.50 per page for facsimile expenses.

Expenses for outside vendors utilized by Munsch Hardt were passed on at the actual cost

incurred by Munsch Hardt. A summary of expenses incurred by Munsch Hardt during the

Applicable Period is attached hereto as Exhibit D.

53. To the best of Munsch Hardt’s knowledge, all of the expenses sought to be

allowed and reimbursed are in compliance with the U.S. Trustee’s Guidelines.



VIII. CONCLUSION

WHEREFORE, Munsch Hardt respectfully requests that this Court enter an order:

(i) approving on a final basis the $406,454.00 in compensation and $11,319.57 in

reimbursable expenses previously approved by this Court under the Interim

Application;

(ii) approving on a final basis the additional compensation sought by Munsch

Hardt in this Final Application in the aggregate amount of $102,747.53,

consisting of professional fees of $98,159.50 and expenses of $4,588.03, for a

total allowance of $504,613.50 in compensation and $15,907.60 in

reimbursable expenses;

(iii) authorizing the payment of fees and expenses that remain unpaid from these

applications, subject to the Professionals’ Proposed Compromise; and

(iv) granting such other and further relief as is just and equitable.

Respectfully submitted this 11th day of March, 2013.

HOLLAND & HART LLP By: Risa Lynn Wolf-Smith Risa Lynn Wolf-Smith, #15835 Clarissa M. Raney, #40374 555 Seventeenth Street, Suite 3200 Denver, CO 80202 Telephone: 303-295-8000 Facsimile: 303-295-8261 Email: [email protected] Email: [email protected] -and- MUNSCH HARDT KOPF & HARR, P.C. Russell L. Munsch (TX No. 14671500) Joseph J. Wielebinski (TX No. 21432400) Jay H. Ong (TX No. 24028756)



Zachery Z. Annable (TX No. 24053075) Admitted Pro Hac Vice 3800 Lincoln Plaza 500 N. Akard Street Dallas, TX 75201-6659 Telephone: 214-855-7500 Facsimile: 214-978-4335 Attorneys for the Official Committee of Unsecured Creditors

CERTIFICATE OF COMPLIANCE

This is to certify that I have read the foregoing Final Application, that to the best of my knowledge, information and belief, formed after reasonable inquiry, the compensation and reimbursement sought is in conformity with the U.S. Trustee’s Guidelines and the Court’s Fee Procedures Order, and the compensation and expense reimbursement requested are billed at rates, in accordance with practices, no less favorable than those customarily employed by Munsch Hardt Kopf & Harr, P.C. and generally accepted by its clients.

/s Jay H. Ong Jay H. Ong

6082751_1.DOCX

MHDocs 4251195_2 13152.1


EXHIBIT A

MUNSCH HARDT’S INVOICE


Cordillera Golf Club, LLC The Official Committee Unsecured Creditors; d/b/a The Club at Cordillera Invoice Date: February 21, 2013 File No. 013152.00001 Invoice No. 10281889 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA Total Fees for Services Rendered through February 7, 2013 .......................$98,159.50 Total Disbursements ......................................................................................$4,588.03 Total Amount Due This Invoice...............................................................$102,747.53 Previous Balance Due .....................................................................$163,511.47 Grand Total Due ...........................................................................$266,259.00 Wire Instructions: Remittance Address: Bank of Texas, N.A. Accounting ABA Routing Number: 111014325 Munsch Hardt Kopf & Harr, P.C. Account Number: 2880510762 500 N. Akard, 3800 Lincoln Plaza Swift Code: BAOKUS44 Dallas, TX 75201 File Number and Invoice Number Required. Federal ID Number: 75-2096964 FOR BILLING INQUIRIES, PLEASE CONTACT ACCOUNTING AT (214) 740-5198.


Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 2 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA FEE DETAIL 02 OTHER PROFESSIONALS RETENTION/APPLICATIONS

Date Init Description Hours Amount

10/30/12 JHO Review application to employ Thomas Genshaft as special counsel and send preliminary assessment to R. Munsch.

0.30 $115.50

11/7/12 JHO Correspond with D. Messick to discuss T. Genshaft application.

0.20 $77.00

11/7/12 RLM Review information on the application to employ Genshaft.

0.20 $136.00

11/7/12 RLM Review the proposed Stipulation to retain Crowe Horwath through the sale process.

0.20 $136.00

11/8/12 JHO Correspond with D. Messick and P. Cal to discuss T. Genshaft retention request and claims.

0.50 $192.50

11/9/12 CSK Call with Jay Ong regarding retention objection to Genshaft application, background issues and drafting instructions (.2); review docket for background of case and procedural status, and draft objection (4.3).

4.50 $1,395.00

11/12/12 JHO Review proposed objection to T. Genshaft application and render edits and revisions to same.

0.40 $154.00

11/12/12 RLM Review and finalize draft of the Objection to Employ Thomas Genshaft Cramer.

0.30 $204.00

11/14/12 JHO Correspond with D. Messick to negotiate stipulation to withdraw T. Genshaft application and vacate order, prepare stipulation and order, transmit to Messick and revise and transmit further edit to Messick (1.4). Correspond with P. Cal regarding Genshaft application (.2).

1.60 $616.00

1/28/13 JHO Coordinate production and summary of all Committee and Debtor professional fees for disclosure and compromise discussions with Debtor requested by Court.

1.30 $500.50

1/30/13 JHO Review C. Celentino spreadsheet disclosing 0.90 $346.50


Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 3 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA

Date Init Description Hours Amount professional fee figures, briefly research case history to confirm Debtor retainers, carveout amounts, and general issues with Young Conaway and Foley time entries and services.

Total For 02 .......................................... 10.40 $3,873.00 03 MEETINGS AND COMMUNICATIONS WITH COMMITTEE


10/31/12 JHO Prepare and transmit status update emails to Committee regarding entry of sale order, status of settlement order, Alpine prospect list, and plan and case schedule.

0.40 $154.00

11/1/12 JHO Correspond with D. Meir to provide case update and discuss open plan, sale, settlement implementation and other case administration matters.

0.30 $115.50

11/6/12 RLM Telephone conference with Dennis Meir regarding the discussion with potential purchasers of the properties.

0.30 $204.00

11/13/12 RLM Prepare for and conduct conference call with the Committee to outline status of the case, the Plan process, the sale process and bar date for filing claims.

0.80 $544.00

11/13/12 RLM Telephone conference with Dennis Meir regarding the sale process.

0.20 $136.00

11/14/12 RLM Telephone conference with Chris Celentino regarding the request for expedited relief.

0.30 $204.00

11/14/12 RLM Telephone conference with Dennis Meir regarding the Class Action Objection.

0.20 $136.00

11/14/12 RLM Correspondence to the Committee regarding the Objection.

0.30 $204.00

11/14/12 RLM Review correspondence from Dennis Meir regarding the bid by CMD; respond to same.

0.20 $136.00

11/14/12 RLM Correspondence to the Committee regarding the 1.30 $884.00



Motion to Approve Class Action Settlement.

11/14/12 RLM Telephone conference with Gary Appel regarding the Motion to Approve Class Action Settlement.

0.20 $136.00

11/14/12 RLM Review correspondence from Ken Ulickey; respond to Ken regarding the issues with the Class Action Motion.

0.20 $136.00

11/19/12 RLM Correspondence to the Committee regarding the order on the Term Sheet and the First Interim Fee Applications.

0.30 $204.00

11/19/12 RLM Review several correspondence from Kay Catherwood regarding the revisions to the Class Action Settlement Agreement; telephone conference with Kay Catherwood regarding the issues with the Settlement Agreement.

0.30 $204.00

11/26/12 RLM Correspondence to the Committee regarding the Bidder Disclosure.

0.20 $136.00

11/28/12 RLM Review correspondence from Kay Catherwood regarding the credit bid procedures; respond to same.

0.20 $136.00

11/28/12 RLM Review the correspondence from Celentino regarding the Alpine claim; respond to same.

0.20 $136.00

11/28/12 RLM Review correspondence from C. Celentino and Kay Catherwood regarding the bidder sheet, Mediator fees and response to Peter Cal.

0.20 $136.00

11/29/12 RLM Review information on acquisition of the Alpine debt by Wilhelm; telephone conference with Dennis Meir regarding same.

0.30 $204.00

12/5/12 RLM Review several correspondence from Kay Catherwood and C. Celentino regarding the U.S. Trustee's objection; respond to same.

0.40 $272.00

12/6/12 RLM Telephone conference with Vince Marriott regarding the contact from Donald Trump; telephone conference with Dennis Meir regarding same.

0.40 $272.00

12/7/12 RLM Correspondence to the Committee regarding the results of the most recent bids for the assets and the auction process; review correspondence from

0.30 $204.00



Ken Ulickey regarding same.

12/10/12 RLM Telephone conferences with Dennis Meir regarding the results of the auction.

0.40 $272.00

12/11/12 RLM Review correspondence from John O'Brien; respond to same.

0.10 $68.00

12/17/12 RLM Correspondence to the Committee regarding the approval of the Disclosure Statement and Sale Order.

0.40 $272.00

12/18/12 RLM Review correspondence from Dennis Meir regarding the Committee's recommendation of approval of the Plan; respond to same.

0.20 $136.00

12/19/12 RLM Review correspondence from Dennis Meir regarding the Solicitation Letter; respond to same.

0.20 $136.00

12/19/12 RLM Review correspondence from the Committee members regarding the impact of the rejection of the Joint Plan by creditors of the estate; respond to same.

0.30 $204.00

12/19/12 RLM Telephone conference with Dennis Meir regarding the solicitation letter.

0.20 $136.00

12/20/12 RLM Review correspondence from Peter Cal, Vince Marriott, and M. Adeyemo regarding the Sale Order.

0.20 $136.00

1/17/13 RLM Review correspondence from C. Celentino regarding the objection from Peter Cal.

0.10 $68.00

Total For 03 ............................................ 9.60 $6,321.50 05 CASH COLLATERAL/DIP


12/27/12 RLM Review correspondence from Chris Celentino regarding the remaining draws under the Alpine DIP; review correspondence from Vince Marriott regarding same.

0.20 $136.00

12/27/12 JHO Correspond with V. Marriott and C. Celentino regarding Debtor's final DIP Loan draw request, review same, and provide Committee consent to

0.50 $192.50



draw. Total For 05 ............................................ 0.70 $328.50 06 LEASES/EXECUTORY CONTRACTS


11/1/12 JHO Review Debtor's 365 executory contract schedule, and correspond with K. Catherwood regarding revisions to same.

0.30 $115.50

11/6/12 RLM Review the updated Schedule of Leases and Executory Contract.

0.30 $204.00

11/6/12 RLM Review the amendment to Schedule "G" and Global Notes to the Amendments.

0.30 $204.00

11/19/12 RLM Review the objection to cure amount filed by BH Cordillera.

0.20 $136.00

12/11/12 RLM Review correspondence from Deborah Williamson regarding the Sale Order and Notice of Assumption of Contracts; respond to same.

0.20 $136.00

1/2/13 RLM Review the Motion to Reject Executory Contracts.

0.20 $136.00

1/2/13 JHO Review Debtor's motion to reject contracts and leases.

0.30 $115.50

1/7/13 JHO Review Debtor's motion for rejection of executory contracts and list of contracts.

0.30 $115.50

1/18/13 RLM Review the Motion to Assume Additional Executory Contracts.

0.20 $136.00

Total For 06 ............................................ 2.30 $1,298.50 07 INVESTIGATION OF ESTATE ASSETS


1/3/13 RLM Review correspondence from Dennis Meir regarding the lease of the non-essential assets; outline response.

0.20 $136.00


Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 7 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA Total For 07 ............................................ 0.20 $136.00 09 DISCLOSURE STATEMENT/PLAN


10/29/12 RLM Review the Limited Objection filed by the Metro District; review the revised Joint Plan of Liquidation outlining the revisions to the Joint Plan; review correspondence from the Debtor's counsel regarding the Plan.

1.30 $884.00

10/29/12 JHO Complete review of Debtor's revisions to plan, filed version, and prepare redline of plan comments and revisions to Debtor.

2.70 $1,039.50

10/30/12 JHO Review Debtor revisions to Plan and render responsive comments to same.

0.50 $192.50

10/30/12 RLM Review and revise the Amended Joint Plan of Reorganization (.50).

0.50 $340.00

10/31/12 RLM Review the additional comments to the Joint Plan of Reorganization (.40).

0.40 $272.00

11/1/12 RLM Review the proposed Disclosure Statement revisions from Foley; outline revisions (.70).

0.70 $476.00

11/1/12 JHO Review disclosure statement and formulate and generate redline of comments revising and conforming same, and render additional plan revisions and edits to K. Catherwood and C. Celentino.

3.50 $1,347.50

11/2/12 JHO Correspond with K. Catherwood, M. Adeyemo, and V. Marriot to request call to discuss approach to resolving administrative claims and plan implmentation matters.

0.20 $77.00

11/2/12 RLM Review the Debtor's proposal to retain Fitchett for the Plan Administrator role (.10); review correspondence from Kay Catherwood regarding the revised Joint Plan (.10).

0.20 $136.00

11/2/12 JHO Correspond with K. Catherwood and C. Celentino to discuss plan revisions and edits, and negotiations over same (Kay Plan Smithing).

1.50 $577.50

11/5/12 JHO Correspond with V. Marriot regarding request for 0.20 $77.00



call to discuss administrative claims and plan implementation.

11/5/12 RLM Review order setting hearing on the Disclosure Statement (.10); review correspondence from Kay Catherwood and Wilhelm's counsel regarding the order (.20).

0.30 $204.00

11/6/12 JHO Review incoming order scheduling disclosure statement hearing.

0.20 $77.00

11/6/12 JHO Correspond with V. Marriott to resolve scheduling for plan implementation matters, and circulate call-in to K. Catherwood, V. Marriot, and M. Adeyemo.

0.20 $77.00

11/7/12 JHO Prepare for and attend conference call with K. Catherwood, V. Marriott, and M. Adeyemo to discuss multiple plan status and implementation matters, ongoing engagements, administrative costs and coverage for same, and other coordination on pending case matters.

0.80 $308.00

11/7/12 RLM Correspondence to the Committee regarding the sale and plan process.

0.10 $68.00

11/14/12 JHO Correspond with M. Adeyemo regarding status of efforts to resolve administrative claims and mediator claims (.2).

0.20 $77.00

11/26/12 JHO Correspond with M. Adeyamo and C. Celentino regarding administrative claims and coordination of approaches to resolving same (.3).

0.30 $115.50

12/4/12 RLM Review the Objections to the Disclosure Statement filed by the U.S. Trustee.

0.20 $136.00

12/5/12 RLM Review correspondence from Harvey Sender regarding the Disclosure Statement objection.

0.10 $68.00

12/5/12 RLM Review the revisions to the Second Amended Disclosure Statement.

0.60 $408.00

12/5/12 JHO Review proposed revisions to Disclosure Statement and render comments to same to K. Catherwood and C. Celentino (.8). Review UST's objection to Disclosure Statement, correspond with C. Celentino and H. Sender regarding approach to resolving same and provide

1.30 $500.50



additional analysis of release and exculpation provisions (.5).

12/6/12 JHO Review updated disclosure statement revisions forwarded from K. Catherwood and provide assent to file same and correspond with H. Sender regarding discussions with P. Moss to resolve disclosure statement objections.

0.50 $192.50

12/7/12 JHO Correspond with H. Sender, R. Smith and C. Celentino to coordinate approach to disclosure statement hearing and resolution of UST objections, review proposed response to UST, verify disclosure statement redline in connection with same, and respond to K. Catherwood.

0.80 $308.00

12/9/12 RLM Prepare for Disclosure Statement hearing en route to Denver.

1.20 $816.00

12/10/12 RLM Meeting with the Mediator to discuss the auction procedures (.3); attend the hearing on the Approval of the First Amended Disclosure Statement; Court orders conditional approval subject to revisions (2.1).

2.40 $1,632.00

12/11/12 RLM Review correspondence from C. Celentino regarding the revisions to the Disclosure Statement; respond to same.

0.20 $136.00

12/12/12 RLM Review the revised Disclosure Statement incorporating changes requested by Judge Campbell; prepare response.

0.60 $408.00

12/12/12 RLM Review Minute Order regarding the hearing on the Disclosure Statement.

0.10 $68.00

12/12/12 JHO Correspond with C. Celentino regarding disclosure statement revisions and notice of auction results, incorporate Celentino notice revisions and circulate to V. Marriott and M. Adeyemo, correspond with Marriot and Adeyemo regarding memoranda of lease encumbrances issue and approaches to resolving same, formulate responsive language and circulate final notice (1.5). Review Celentino disclosure statement revisions, revise and incorporate committee comments into same, circulate back to Celentino and correspond with V. Goldsmith

5.90 $2,271.50



regarding same (1.9). Begin conforming plan to disclosure statement revisions and edits (2.5).

12/13/12 JHO Review further disclosure statement and plan proposals from Debtor, redline against prior Committee authorized versions, prepare revisions and responses to same, circulate revisions and correspond with V. Goldsmith, C. Celentino and K. Catherwood regarding same (2.1).

2.10 $808.50

12/13/12 RLM Review and finalize revisions to the Joint Plan of Reorganization to conform to changes in the Disclosure Statement.

0.60 $408.00

12/17/12 RLM Review correspondence from Garry Appel regarding the terms of the Plan.

0.10 $68.00

12/17/12 RLM Telephone conference with Garry Appel regarding the releases to opt out members.

0.20 $136.00

12/17/12 RLM Correspondence to C. Celentino regarding terms of the Amended Plan.

0.10 $68.00

12/17/12 RLM Attend hearing telephonically on the approval of the Amended Disclosure Statement and Order Approving the Sale of the Operating Assets.

1.60 $1,088.00

12/17/12 JHO Review G. Appell email regarding potential plan objections and correspond with Appell and C. Celentino to discuss plan comments and hearing approach.

0.40 $154.00

12/17/12 JHO Prepare for and attend hearing on sale and disclosure statement.

1.90 $731.50

12/17/12 JHO Review debtor's proposed solicitation notice and final conforming edits to disclosure statement per Judge Campbell's comments, incorporate additional revisions to same and circulate to C. Celentino, C. Burke, K. Catherwood and D. Messick, and correspond with Messick regarding requested committee support letter.

0.80 $308.00

12/18/12 JHO Prepare Committee solicitation letter, correspond with D. Meir and D. Messick regarding same, and circulate proposed letter to Committee.

0.50 $192.50

12/19/12 JHO Correspond with Committee members regarding responses to solicitation letter, revise same,

0.40 $154.00



execute and transmit to D. Messick.

12/19/12 JHO Review form of ballot and provide preliminary comment to D. Messick.

0.30 $115.50

12/19/12 RLM Review the Court's Order Approving Disclosure Statement.

0.10 $68.00

12/20/12 JHO Review and revise form of ballot and transmit to D. Messick (.4).

0.40 $154.00

1/4/13 RLM Review correspondence from C. Celentino and Garry Appel regarding the Ballot of the Class 6 members.

0.10 $68.00

1/4/13 RLM Telephone conference with Garry Appel regarding the voting on the Plan by the members.

0.40 $272.00

1/8/13 JHO Work on claims analysis in connection with plan tabulation and presentation.

0.50 $192.50

1/16/13 JHO Prepare for and attend conference call with C. Celentino and D. Messick to discuss Plan confirmation hearing matters and coordination, claims objection and post-sale operations and disputes (1.4). Prepare timeline of confirmation and subsequent deadlines for Committee (.4).

1.80 $693.00

1/16/13 RLM Outline issues to address with C. Celentino and Dawn Messick in connection with confirmation next week.

0.30 $204.00

1/16/13 RLM Conference call with C. Celentino and D. Messick to outline evidence needed at confirmation, the ballot summary and the claims analysis.

0.40 $272.00

1/16/13 RLM Telephone conference with Dennis Meir regarding the balloting on the Plan.

0.20 $136.00

1/17/13 RLM Prepare for and conduct conference call with the Committee to review issues related to the confirmation hearing; the ballots supporting the Plan; the claims analysis.

0.60 $408.00

1/17/13 RLM Review rejection of the Plan from Alpine Bank. 0.10 $68.00

1/17/13 JHO Prepare for and attend conference call with Committee to discuss plan confirmation and remaining case matters, and forward requested

1.10 $423.50



sale closing documents to Committee members.

1/18/13 JHO Review Debtor's proposed Confirmation Order and memorandum in support, render redline edits to same and return to C. Celentino and D. Messick.

2.20 $847.00

1/18/13 JHO Review incoming Alpine and CMD / CPOA limited objections to plan, and correspond with C. Celentino, V. Marriott and P. Cal to attempt to resolve same.

0.80 $308.00

1/18/13 JHO Review Debtor's balloting summary and prepare presentation, arguments and documents for confirmation hearing.

1.60 $616.00

1/18/13 RLM Review memorandum in support of Confirmation.

0.30 $204.00

1/18/13 RLM Review the Reservation of Rights filed by the CMD.

0.20 $136.00

1/18/13 RLM Review Objection to Confirmation filed by Alpine Bank.

0.20 $136.00

1/18/13 RLM Review correspondence from Celentino and Marriott regarding the Objection to Confirmation.

0.20 $136.00

1/21/13 RLM Review and outline comments to the proposed Order Confirming Plan.

0.40 $272.00

1/22/13 RLM Review the revised Order Confirming Plan of Reorganization.

0.30 $204.00

1/22/13 RLM Attend telephonic hearing on confirmation of the Joint Plan of Reorganization; Plan confirmed by the Court.

1.80 $1,224.00

1/22/13 JHO Final preparation for confirmation hearing, including correspondence with D. Messick, C. Celentino, P. Cal, and C. Eklund to negotiate, verify and coordinate resolutions of limited objections, and complete negotiations over form of confirmation order (including review of proposed revisions to same) (2.7); attend and argue confirmation hearing (1.8).

4.50 $1,732.50

1/23/13 RLM Review the Order Confirming the Plan of Reorganization; review the Notice to file Final

0.20 $136.00



Decree.

2/5/13 JHO Correspond with D. Messick regarding status of claims objections and plan issues with respect to definition of allowed claims, review proposed notice of technical amendment and respond to Messick with comments and authorization.

0.40 $154.00

Total For 09 .......................................... 55.80 $26,586.50 10 CLAIMS ADMINISTRATION/OBJECTIONS


11/6/12 JJW Telephone call with J. Ong on issue regarding claims and suggested options/alternatives to address same (.20).

0.20 $124.00

11/9/12 RLM Review proof of claim filed by Bryan Cave. 0.20 $136.00

11/16/12 JJW Review recently filed pleading on objection to cure (.20).

0.20 $124.00

11/26/12 JHO Review claims register for Bryan Cave Claim and documentation, and Behringer Harvard Cure Claim objection and documentation correspond with K. Catherwood and D. Messick regarding same (1).

1.00 $385.00

11/27/12 JHO Prepare for and attend call with C. Celentino to discuss CRO, mediator and other administrative claims, and response to Cal inquiry regarding settlement terms (.7). Correspond with J. Laeri member creditor, regarding claims and case status (.4). Review incoming Sysco Foods application for administrative claim (.2).

1.30 $500.50

11/27/12 RLM Review the Class Proof of Claim filed by the Class Action Members.

0.30 $204.00

11/27/12 RLM Review Application for Payment of Administrative Expenses by Sysco Foods.

0.20 $136.00

11/28/12 JHO Review documentation for Alpine claims and render assessment of same for purposes of claims allowance stipulation (.5). Correspond with V. Marriot, C. Celentino and M. Adeyamo regarding proposed stipulations for allowance of senior

1.00 $385.00



secured claims for credit bidding purposes (.5).

11/29/12 JHO Correspond with C. Celentino regarding purchase of Alpine claim and request for consent and review proposed confirmation of consent (.4). Correspond with M. Adeyemo regarding Wilhelm claim stipulation and calculations (.2).

0.60 $231.00

11/30/12 JHO Correspond with M. Adeyemo regarding Wilhelm claim stipulation and (.2). Call to P. Cal to discuss purchase of Alpine claim by Wilhelm affiliate (.3).

0.50 $192.50

11/30/12 RLM Review the CMD Proof of Claim. 0.20 $136.00

12/3/12 RLM Finalize the Alpine Allowed Secured Claim Stipulation.

0.20 $136.00

12/3/12 JHO Revise stipulations for allowance of Alpine and Wilhelm secured claims, generate redlines, circulate same to V. Marriot, C. Celentino, K. Catherwood and M. Adeyamo, and correspond with Celentino and Marriot regarding comments (.9).

0.90 $346.50

12/6/12 RLM Review correspondence from Vince Marriott regarding the claims stipulation.

0.20 $136.00

12/7/12 JHO Correspond with M. Adeyemo regarding Wilhelm claim stipulation, review revisions to same and provide confirmation to Adeyemo (.3).

0.30 $115.50

12/17/12 RLM Telephone conference with Vince Marriott regarding Alpine's deficiency claim.

0.20 $136.00

12/17/12 RLM Review correspondence from Vince Marriott regarding the deficiency claim.

0.10 $68.00

1/3/13 JHO Begin review of claims register to reconcile claims and status of same in connection with pending plan confirmation.

0.30 $115.50

1/4/13 JHO Correspond with D. Messick to discuss objections to claims, current claims register, analysis of same and coordination of efforts with Debtor, and begin review of updated claims register forwarded by Messick.

0.40 $154.00

1/9/13 JHO Continue review and analysis of all filed claims 4.40 $1,694.00



in bankruptcy case in preparation for plan confirmation hearing and effective date, generate tracking chart memorializing status and proposed action plan with respect to each such claim, and forward to R. Munsch.

1/10/13 RLM Review the claims analysis outlining the outstanding administrative, priority and general unsecured claims against the estate, with potential objections.

0.60 $408.00

1/11/13 RLM Review the revised claims analysis and correspondence from C. Celentino regarding same.

0.20 $136.00

1/11/13 JHO Finalize claims analysis and forward to C. Celentino and D. Messick to initiate discussions.

0.60 $231.00

1/14/13 RLM Review information on the claims analysis, confirmation order and the effective date of the Plan; review correspondence from C. Celentino regarding the ballots.

0.40 $272.00

1/17/13 RLM Review draft objection to the Behringer Harvard claim.

0.20 $136.00

1/18/13 RLM Review correspondence from C. Celentino regarding the deficiency claim of Alpine Bank.

0.20 $136.00

1/21/13 RLM Review notice of withdrawal of claim filed by Peter Cal.

0.10 $68.00

Total For 10 .......................................... 15.00 $6,842.50 11 CREDITOR INQUIRIES


11/14/12 JHO Correspond with J. Coppoletta regarding potential homeowner and member claims and bar date - general creditor inquiry (.2).

0.20 $77.00

11/15/12 JJW Telephone call with G. Tarpley on case status and need for assistance; coordinate with J. Ong on same; send information needed (.30).

0.30 $186.00

1/2/13 JHO Correspond with G. Geisler to address creditor inquiry regarding plan, related documents, and

0.40 $154.00



potential distributions, compile and forward plan documents to Geisler.

1/15/13 JHO Respond to Sidney Shaw and T. Weber creditor / plan voting inquiries.

0.40 $154.00

Total For 11 ............................................ 1.30 $571.00 13 GENERAL LITIGATION


11/1/12 RLM Review correspondence from counsel to the CTC regarding the 9019 Order (.20); review correspondence from Kay Catherwood regarding the 9019 Order (.10).

0.30 $204.00

11/5/12 RLM Review several revisions to the draft Rule 9019 Order to finalize the reciprocal release language requested by the Metro District (.40).

0.40 $272.00

11/14/12 JHO Review motion and settlement agreement for class action settlement, motion to expedite same and supporting joinders, conference with D. Messick and C. Celentino to discuss same and CRO termination, prepare Committee's objection to motion to expedite, and coordinate with L. Velasquez to coordinate filing (3.9).

3.90 $1,501.50

11/14/12 RLM Review the Motion to Approve Class Action Settlement Agreement filed by the Debtor and the detailed Settlement Agreement.

1.00 $680.00

11/14/12 RLM Finalize Objection to the Limited Notice Period for Objections to the Class Action Settlement Motion.

0.20 $136.00

11/15/12 RLM Telephone conference with Cheryl Foley regarding the Motion to Approve the Class Action Settlement.

0.30 $204.00

11/15/12 RLM Conference call with Garry Appel and Class Action counsel to discuss the revised settlement agreement with the Class Action members.

0.30 $204.00

11/15/12 RLM Review correspondence from Dennis Meir regarding the Class Action settlement.

0.10 $68.00


Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 17 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA 11/15/12 RLM Review order on the Class Member's request for

expedited consideration of the Class Action settlement.

0.20 $136.00

11/15/12 JHO Review Court's order denying class settlement and motion to expedite, correspond with P. Cal and K. Catherwood regarding same and to discuss go forward approach to proposed settlement (.6). Prepare for and conduct call with Z. Brown and G. Appell to discuss isues with class action settlement and available approaches to resolving same (.5).

1.10 $423.50

11/16/12 JHO Review revised proposed class action settlement agreement and correspondence from Z. Brown and K. Catherwood regarding same, generate redline of comments and forward to R. Munsch.

0.70 $269.50

11/16/12 RLM Review the revised Amended Agreement to the Class Action Settlement; outline comments thereto.

0.50 $340.00

11/17/12 JHO Synthesize R. Munsch comments to new class action agreement proposal into master committee redline, and forward comments to D. Meir for review, approval and additional comments, to M. Adeyemo, G. Appel and Z. Brown to discuss comments to agreement, and review follow up correspondence from Brown and Appel.

0.60 $231.00

11/19/12 JHO Review and revise proposed joint motion to approve class action settlement, motion to expedite same and proposed orders for both, send redline revisions to R. Munsch, and monitor correspondence among K. Catherwood, C. Celentino, G. Appel and M. Adeyemo regarding approval coordination.

1.00 $385.00

11/19/12 RLM Review the revised Amended Agreement for the Class Action Settlement; correspondence to counsel for the class action members regarding revisions.

0.40 $272.00

11/19/12 RLM Review the revised Stipulation and Order relating to Al Siegel.

0.20 $136.00

11/20/12 RLM Correspondence to Kay Catherwood regarding the Class Action Settlement; review response

0.30 $204.00



from Catherwood (.3).

11/20/12 RLM Review the final and filed Motion to Approve the Class Action Settlement and Motion to Shorten Time (.3).

0.30 $204.00

11/27/12 JHO Call and email with P. Cal regarding court's 9019 settlement order and Cal's request for further confirmation of settlement terms from Wilhelm and Debtor parties (.4).

0.40 $154.00

11/29/12 RLM Review correspondence from C. Celentino to Peter Cal regarding the releases to the CMD individuals.

0.10 $68.00

Total For 13 .......................................... 12.30 $6,092.50 14 SALE OF ASSETS


10/30/12 RLM Review the Order Authorizing and Scheduling Public Auction for Sale of the Operating Assets (.20).

0.20 $136.00

10/31/12 RLM Review information on potential and prospective purchasers of the Operating Assets (.30); review correspondence from Peter Cal regarding the release; respond to same (.20); review listing of potential purchasers prepared by Alpine Bank (.20).

0.70 $476.00

10/31/12 JHO Review Alpine purchaser prospect list and request prospects from Committee, if any.

0.20 $77.00

11/1/12 RLM Review Notice of Filing of Executory Contracts Schedule (.30).

0.30 $204.00

11/7/12 RLM Telephone conference with Vince Marriott regarding the issues with the disclosure of potential bidders.

0.30 $204.00

11/9/12 RLM Review correspondence from Bill Reed regarding the sale process and the notice of filing of executory contracts; respond to Bill Reed.

0.20 $136.00

11/13/12 RLM Correspondence to Kay Catherwood regarding the access to the parties requesting NDAs.

0.10 $68.00


Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 19 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA 11/19/12 RLM Correspondence to Megan Adeyemo regarding

the Wilhelm bid. 0.20 $136.00

11/20/12 RLM Review correspondence from Kay Catherwood regarding the access to information on potential bidders; response to same (.2).

0.20 $136.00

11/20/12 RLM Telephone call with Vince Marriott regarding the review of potential bidders (.2).

0.20 $136.00

11/20/12 JHO Correspond with K. Catherwood regarding filing of class action settlement, verify same, and regarding disclosure of interested bidder list (.4).

0.40 $154.00

11/21/12 RLM Review several correspondence from Kay Catherwood regarding the information on the potential bidders; response to same (.4).

0.40 $272.00

11/26/12 JHO Correspond with K. Catherwood regarding auction and sale notice, procedures and order, and prepare notice of auction results (.9).

0.90 $346.50

11/26/12 RLM Telephone conference with Dennis Meir regarding the bidder disclosure.

0.20 $136.00

11/26/12 RLM Review correspondence from Debtor's counsel regarding the mediator's fees and the listing of the parties interested in submitting a bid for the assets.

0.20 $136.00

11/26/12 RLM Telephone conference with Vince Marriott regarding the Mediator fees.

0.20 $136.00

11/27/12 RLM Review correspondence from Peter Cal regarding the releases proposed under the Order Approving the Term Sheet.

0.10 $68.00

11/27/12 JHO Complete preparation of sale order and forward to R. Munsch (3.6).

3.60 $1,386.00

11/28/12 JHO Finalize mediator stipulation for sale compensation, correspond with mediator regarding same, incorporate mediator comments, circulate to at large group (K. Catherwood, C. Clenetino, P. Cal, V. Marriot and G. Appell), and correspond with same regarding comments to stipulation (1.3).

1.30 $500.50

11/28/12 RLM Telephone conference with Deborah Williamson 0.20 $136.00



regarding the bid of Behringer Harvard.

11/29/12 RLM Review proposal from Alpine to the Debtor to decline right of first refusal to purchase the Alpine debt.

0.20 $136.00

11/30/12 RLM Review correspondence from Vince Marriott regarding the loan acquisition by Wilhelm; telephone conference with Vince Marriott regarding same.

0.30 $204.00

12/3/12 RLM Telephone conference with Dennis Meir regarding the bid process.

0.20 $136.00

12/3/12 RLM Review memo from Deborah Williamson regarding the non-qualifying bid; correspondence to Dennis Meir regarding same.

0.20 $136.00

12/3/12 RLM Telephone conference with Deborah Williamson regarding the bids submitted for the operating assets.

0.10 $68.00

12/3/12 JHO Finalize stipulation for payment of mediator with comments from K. Catherwood and incorporate additional rate information from Mediator, circulate same to C. Celentino, D. Williamson, M. Adeyamo, K. Catherwood, P. Cal, V. Marriott and G. Appell, and coordinate execution of same (.4).

0.40 $154.00

12/4/12 JHO Correspond with C. Celentino, H. Sender, V. Marriot, M. Adeyemo, D. Williamson and G. Appell regarding mediator stipulation execution, coordinate and finalize same, and transmit final document to R. Wolf Smith and L. Velasquez for filing (.4).

0.40 $154.00

12/4/12 RLM Telephone call with Dennis Meir and Ken Ulickey regarding the bid process and auction set on Monday.

0.30 $204.00

12/4/12 RLM Review correspondence from D. Williamson regarding the Qualifying Bid for the Operations Assets; respond to same.

0.40 $272.00

12/4/12 RLM Telephone call with Vince Marriott regarding the Bid process and Alpine's intention to credit bid.

0.20 $136.00

12/4/12 RLM Telephone call with D. Williamson regarding the 0.30 $204.00



Qualification of Wilhelm; telephone call with Dennis Meir regarding same.

12/5/12 RLM Correspondence to Cheryl Foley regarding the Qualifying Bid.

0.20 $136.00

12/6/12 RLM Telephone conference with D. Williamson regarding the potential of a late filed bid and the Committee's response.

0.30 $204.00

12/6/12 RLM Telephone conference with Dennis Meir regarding the potential late bid.

0.20 $136.00

12/6/12 JHO Revise auction results notice and sale order with R. Munsch comments and forward to K. Catherwood and C. Celentino (.7).

0.70 $269.50

12/7/12 RLM Review correspondence from D. Williamson regarding the auction procedures.

0.20 $136.00

12/10/12 RLM Attend extended auction for the sale of the Operating Assets.

2.60 $1,768.00

12/11/12 RLM Prepare correspondence to the Committee regarding the results of the auction.

0.30 $204.00

12/11/12 RLM Review various correspondence from Foley regarding the Notice of Auction Results.

0.20 $136.00

12/11/12 MPB Receipt of executed agreement and prepare redline versus version 12 (.3); review same and provide input regarding changes to final form of APA (.9).

1.20 $492.00

12/11/12 JHO Correspond with K. Catherwood and M. Bistrow regarding successful bidder notice and disclosure statement order, review proposed revisions to notice from Catherwood and render additional redline edits.

0.70 $269.50

12/12/12 RLM Review numerous correspondence from C. Celentino, Mikel Bistro, Vince Marriott and Megan Adeyemo regarding the Sale Order and Notice; prepare responses thereto.

0.60 $408.00

12/14/12 RLM Review and revise the proposed Sale Order and review changes requested by the Debtor and Wilhelm's counsel.

0.50 $340.00

12/14/12 RLM Review statement by Keen Realty in regards to 0.10 $68.00



Minimum Transaction Fee.

12/14/12 RLM Review numerous correspondence from counsel regarding changes to the proposed Sale Order; respond to same.

0.40 $272.00

12/14/12 JHO Review Debtor's updated sale order revisions and comments from M. Adeyemo, render additional comments to same and circulate edits and revisions to M. Adeyemo, M. Bistrow, and C. Celentino; correspond with M. Bistrow and Adeyamo to discuss additional comments and responses to latest revisions; conduct negotiations session with Adeyemo to attempt to resolve same, and circulate further proposed revisions to debtor and Adeyemo with status report (2.1). Review permitted exceptions exhibit revisions to APA and correspond with M. Adeyemo regarding deletions to same (.3).

2.40 $924.00

12/17/12 RLM Telephone conference with Ken Ulickey regarding the Order Approving the Sale.

0.20 $136.00

12/18/12 RLM Review the revised Sale Order from M. Adeyemo.

0.20 $136.00

12/18/12 JHO Review final sale order revisions from M. Adeyemo, render final edits to same, circulate to group (.7); review and respond to additional party comments by Mediator (D. Williamson), GA Keen (D. Barbour), and Debtor (M. Bistrow) to same (.4).

1.10 $423.50

12/19/12 RLM Review the revised Sale Order incorporating changes from Keen Realty and D. Williamson.

0.20 $136.00

12/20/12 JHO Correspond with P. Cal and M. Adeyemo regarding potential objections to sale order (.3).

0.30 $115.50

12/21/12 RLM Telephone call with Peter Cal regarding the transfer of the Non--Essential Assets.

0.20 $136.00

12/27/12 RLM Review correspondence from Ken Ulickey regarding the closing of the sale of the assets to Wilhelm; respond to same.

0.20 $136.00

12/28/12 RLM Review several correspondence regarding the closing of the sale of the Cordillera property; telephone conference with Dennis Meir regarding

0.20 $136.00



the closing.

12/31/12 JHO Correspond with M. Adeyemo and V. Marriot regarding requests for closing documents (.3).

0.30 $115.50

1/2/13 JHO Correspond with M. Adeyemo and P. Cal to discuss closing matters and documents, review documents forwarded from P. Cal and forward to D. Meir and K. Ulickey.

0.50 $192.50

1/2/13 RLM Review the closing documents from the Cordillera sale.

0.30 $204.00

1/2/13 RLM Review the buyer's closing statement and funds paid to unsecured creditors.

0.30 $204.00

1/3/13 JHO Correspond with P. Cal and D. Meir regarding short form lease memorandum between CPOA and purchase for lease of club general store and related facilities.

0.30 $115.50

Total For 14 .......................................... 28.00 $14,733.50 15 MH STATEMENTS/FEE APPLICATIONS


10/29/12 AMM Telephone call with J. Ong regarding entry issues; continue review/edits to prebill.

6.60 $1,320.00

10/30/12 AMM Complete review of prebill and conference with Accounting regarding same.

2.20 $440.00

11/8/12 AMM Begin draft of Munsch Hardt's First Interim Fee Application.

3.20 $640.00

11/10/12 AMM Draft Munsch Hardt's First Interim Fee Application, including additional edits to the prebills.

9.20 $1,840.00

11/11/12 AMM Continue to draft Munsch Hardt's First Interim Fee Application and edit prebills regarding task codes.

5.30 $1,060.00

11/13/12 AMM Continue preparation of Munsch Hardt's First Interim Fee Application.

3.90 $780.00

11/15/12 AMM Continue to work on Munsch Hardt's First Interim Fee Application, including re-calculation of

4.30 $860.00



dollar amounts after final review by attorney, re-calculation of dollar amounts after additional time added by Accounting (2.30); preparation of cover sheet for Fee Application (.90); preparation of Notice of Hearing for same (.70); e-mails throughout the day to/from all attorneys in Austin regarding revisions, etc. (.40).

11/15/12 JHO Prepare interim fee application and revise same with R. Munsch comments (4).

4.00 $1,540.00

11/15/12 RLM Review the proposed First Interim Application of Munsch Hardt for Fees and Expenses.

0.60 $408.00

11/16/12 RLM Review and finalize the First Interim Fee Application of Munsch Hardt.

0.40 $272.00

Total For 15 .......................................... 39.70 $9,160.00 16 OTHER PROFESSIONALS FEE STATEMENTS/FEE APPLICATIONS


11/7/12 RLM Conference call with Vince Marriott, Megan Adeyemo and Kay Catherwood to review issues relating to the payment of administrative expenses for the Mediator, Keen Realty, and Fitchett and Crowe.

0.90 $612.00

11/16/12 RLM Review correspondence from Megan Adeyemo regarding the fees of the mediator and Keen Realty.

0.10 $68.00

11/16/12 CSK Review and respond to email from local counsel regarding forms of fee application (.1); review drafts of application, exhibits, cover sheet, notice and proposed order, and editing and finalizing same for filing (4.1); retrieve file-stamped copies and circulate to Munsch team (.2).

4.40 $1,364.00

11/20/12 RLM Correspondence to Vince Marriott regarding the mediation fees (.2).

0.20 $136.00

11/26/12 JJW Address issue on Committee members' fees and expenses (.10); review email to local counsel on fees incurred (.10).

0.20 $124.00


Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 25 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA 11/26/12 RLM Correspondence to Kay Catherwood regarding

the mediator's fees. 0.10 $68.00

11/26/12 RLM Correspondence to Vince Marriott regarding the mediator fees.

0.10 $68.00

11/26/12 RLM Telephone conference with Deborah Williamson regarding the fee proposal.

0.20 $136.00

11/26/12 RLM Correspondence to the Debtor, Alpine, Wilhelm regarding the mediator fees.

0.10 $68.00

11/27/12 RLM Telephone conference with Chris Celentino regarding the issues relating to the Mediator fees and the claim of Behringer Harvard.

0.40 $272.00

11/27/12 RLM Telephone conference with Megan Adeyemo regarding the Stipulation on the payment of the Mediator fees.

0.20 $136.00

11/27/12 JHO Prepare stipulation on mediator compensation, and revisions to stipulation proposed for CRO termination, and forward to R. Munsch (1.5). Call with M. Adeyemo to discuss mediator compensation and GA Keen compensation negotiations and status (.3).

1.80 $693.00

11/28/12 JHO Finalize proposed stipulation on CRO / Crowe Horwath and forward to C. Celentino for review and comment (.2). Prepare stipulation regarding professional fees, revise and supplement same with R. Munsch comments, and circulate to C. Celentino and R. Smith for review and comment (3.6).

3.80 $1,463.00

11/28/12 RLM Review and finalize the Stipulation for the Payment of the Mediator's Fees and the Crowe Horwath Employment.

0.30 $204.00

11/28/12 RLM Review the proposed Stipulation on the Professional Fee Applications and revise same.

0.30 $204.00

11/29/12 RLM Review the revised Stipulation on Professional Fees.

0.30 $204.00

11/29/12 JHO Correspond with C. Celentino, K. Catherwood and M. Minuti regarding professional fees stipulation, review debtor revisions to same, render additional revisions, calculate pro rata

1.40 $539.00



percentages and transmit to Minuti (1.4).

11/30/12 JHO Correspond with K. Catherwood, M. Minuti and R. Smith to continue negotiations over stipulation to resolve interim professional fees requests, revise Saul Ewing fee order according to Debtor comments and correspond with M. Minuti to obtain consent (1.2).

1.20 $462.00

12/3/12 JHO Correspond with V. Marriot and K. Catherwood regarding professional fees stipulation and circulate same to M. Minuti and R. Wolf Smith for execution (.5).

0.50 $192.50

12/4/12 JHO Correspond with K. Catherwood, and M. Minuti to coordinate execution and filing of Professionals Fees stipulation (.4).

0.40 $154.00

12/5/12 JHO Revise proposed orders on Committee fee applications (Holland, Munsch and Saul Ewing), prepare certificates of no objection, correspond with L. Velasquez and R. Smith regarding same and additional comments to documents for filing, and monitor filing status (1.2).

1.20 $462.00

12/5/12 CSK Begin drafting application for reimbursement of Committee's expenses, including conducting legal research regarding same and emails to Committee members for documentation (4.8).

4.80 $1,488.00

12/6/12 CSK Review and respond to emails from Committee members regarding expenses (.2); continue draft of application for reimbursement of Committee member expenses (.7).

0.90 $279.00

12/10/12 CSK Further edits to application incorporating Dennis Meir's expenses (.2); various emails regarding Kevin Allen's expense receipts (.3).

0.50 $155.00

12/13/12 JHO Review Debtor professional fee application and prepare assessments to R. Munsch (2).

2.00 $770.00

12/14/12 CSK Emails with Kevin Allen regarding expenses (.2); continue draft of application to reflect Kevin Allen's expenses and emailing same to R. Munsch for review (.5).

0.70 $217.00

12/21/12 RLM Review the Court's Orders on the Committee professionals; correspondence with Chris

0.20 $136.00



Celentino regarding same.

1/2/13 CSK Discuss revisions of expense application with J. Ong, and edit, finalize same; various emails with local counsel regarding same (.8).

0.80 $248.00

1/15/13 RLM Review the orders entered on the Applications for Compensation for Foley Lardner, PWC, Crowe Horwath and Young Conaway; review the application to approve the mediation fees.

0.50 $340.00

1/28/13 AMM Review all professionals fee applications other than Committee professionals and prepare a summary chart of fees, costs, deductions, and totals requested by said professionals (1.50); e-mail to J. Ong transmitting copy of same with explanation of notes to the chart (.20)

1.70 $340.00

1/28/13 RLM Review summary of the Committee's professional fees; correspondence to Chris Celentino regarding the Committee's fees and expenses.

0.30 $204.00

1/30/13 RLM Review correspondence and information on the Debtor's outstanding professionals fees and expenses.

0.30 $204.00

1/31/13 RLM Review information on the fees and expenses incurred by Debtor's professionals in Delaware; receipt and review the chart detailing the breakout of the Debtor's professionals; correspondence to C. Celentino regarding same.

0.80 $544.00

Total For 16 .......................................... 31.60 $12,554.50 17 NON-WORKING TRAVEL (BILLED AT HALF HOURLY RATES)


1/22/13 JHO Nonworking travel time - Travel to Denver for confirmation hearings, and return.

8.00 $3,080.00

Total For 17 ............................................ 8.00 $3,080.00 20 AUTOMATIC STAY/ADEQUATE PROTECTION



Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 28 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA 10/30/12 RLM Review the Order Authorizing Relief from Stay

for Payment of Insurance Proceeds (.20). 0.20 $136.00

12/18/12 JHO Correspond with D. Messick and C. Celentino regarding lift stay request by TCF Equipment financing relating to golf carts.

0.20 $77.00

12/19/12 JHO Correspond with D. Messick regarding stipulation to resolve TCF Motion for Stay Relief, review and revise several iterations of same and provide filing authorization.

0.40 $154.00

12/19/12 RLM Review information on the request for Relief from Stay from TCF Equipment Finance.

0.20 $136.00

12/31/12 JHO Correspond with D. Messick regarding approach to TCF stipulation and motion in light of closed sale (.2).

0.20 $77.00

Total For 20 ............................................ 1.20 $580.00 23 GENERAL BANKRUPTCY ADMINISTRATION


10/30/12 AMM Review numerous pleadings, calendar all critical deadlines, including those relating to sale.

0.70 $140.00

10/30/12 RLM Review correspondence from Peter Cal regarding the revisions to the releases to the officers of the Metro District (.10).

0.10 $68.00

10/31/12 RLM Review the revised Rule 9019 Order and finalize same; review the weekly budget .

0.30 $204.00

11/1/12 RLM Review the Motion to Delete Certain Parties from the Mailing Matrix (.30).

0.30 $204.00

11/7/12 RLM Review the weekly cash forecast. 0.20 $136.00

11/8/12 RLM Review correspondence from Vince Marriott regarding Behringer Harvard; review the Marketing Status Report from Keen Realty.

0.40 $272.00

11/14/12 RLM Review the weekly budget. 0.20 $136.00

11/20/12 JHO Correspond with D. Messick and L. Velasquez regarding monthly operating report disclosures and SauL Ewing application defects and provide

0.90 $346.50



figures to Messick (.6). Review C. Celentino correspondence regarding open case issues and request to coordinate same (fee matters, administrative claims and plan, and CRO termination), and prepare and transmit reply (.3).

11/21/12 RLM Review October Operating Report (.2). 0.20 $136.00

11/29/12 AMM Review pleadings filed over past several weeks and calendar critical deadlines.

1.80 $360.00

12/4/12 AMM Review recently filed updated official limited service list and edit list accordingly; add appearance filed today.

0.90 $180.00

12/13/12 RLM Review the cash flow budget for the period ending December 7, 2012.

0.20 $136.00

12/31/12 JHO Correspond with D. Messick to discuss service issues regarding concerns with attempted service to creditors and committee members through committee counsel (.2).

0.20 $77.00

1/7/13 AMM Update official limited service list. 0.50 $100.00 Total For 23 ............................................ 6.90 $2,495.50 24 LEGAL RESEARCH


2/4/13 BES Research regarding Rompsen Mortgage financier of purchaser.

2.00 $480.00

Total For 24 ............................................ 2.00 $480.00 27 TAX ISSUES


12/6/12 JHO Review debtor's motion to pay tax obligations and correspond with D. Messick regarding same (.3).

0.30 $115.50

1/7/13 RLM Review the claim filed by the IRS. 0.20 $136.00 Total For 27 ............................................ 0.50 $251.50


Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 30 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA 28 UTILITIES


1/4/13 JHO Call with D. Messick to discuss proposed stipulation regarding utility company deposits, review same, render redline edits, and forward to D. Meir and R. Munsch.

0.50 $192.50

1/7/13 JHO Final revisions to proposed stipulation regarding utility deposits and correspond with C. Celentino and D. Messick regarding same and to coordinate filing.

0.40 $154.00

Total For 28 ............................................ 0.90 $346.50 29 MEDIATION


10/29/12 JHO Correspond with K. Catherwood and P. Cal to discuss settlement order and APA form negotiations and status of same.

0.30 $115.50

10/30/12 JHO Correspond with P. Cal and K. Catherwood to continue negotiating forms of orders on 9019 and sale order, review entered sale order, and transmit confirming correspondence to Cal and Catherwood regarding preparation of physical releases and final form of 9019 order.

1.00 $385.00

10/31/12 JHO Calls to P. Cal and K. Catherwood to discuss exchange of releases, status of same, approval of form of order granting 9019 settlement and timing and status of 365 schedule and Disclosure Statement.

0.50 $192.50

11/1/12 JHO Correspond with P. Cal and M. Adeyemo in attempt to broker resolution of open 9019 order and individual release dispute.

0.30 $115.50

11/2/12 JHO Correspond with M. Adeyemo to discuss status of CTC settlement discussions and impact on propsoed 9019 order.

0.30 $115.50

11/2/12 JHO Review M. Adeyemo email regarding proposed amendments to 9019 order and term sheet

0.60 $231.00



addendum, K. Catherwood response to same, provide Committee's response and participate in follow up discussions to resolve amended approach to resolving Wilhem / CTC Release dispute.

11/5/12 JHO Review multiple proposed 9019 global settlement order revisions from M. Adeyamo, CPOA and K. Catherwood, formulate revisions to same and correspond with Adeyemo, Catherwood and P. Cal regarding same.

1.80 $693.00

11/5/12 JHO Review final redline 9019 order from M. Adeyamo and correspond with G. Appel to forward and discuss approvals for same.

0.40 $154.00

11/6/12 JHO Correspond with K. Catherwood and G. Appel to finalize 9019 order and coordinate uploading to court.

0.40 $154.00

11/6/12 RLM Review the revised 9019 Order and requested revisions.

0.40 $272.00

Total For 29 ............................................ 6.00 $2,428.00 02 OTHER PROFESSIONALS RETENTION/APPLICATIONS


11/12/12 CSK Review edits to draft Objection (.2); emails with J. Ong, R. Munsch, and staff regarding J. Ong's edits to draft objection and circulate same for review (.3).

0.50 NO CHARGE

11/13/12 CSK Review and edit objection to application for employment, review order granting employment, and emails regarding drafting motion for reconsideration (.5).

0.50 NO CHARGE

11/26/12 JHO Correspond with R. W. Smith regarding Stipulation to vacate Genshaft approval order (.3).

0.30 NO CHARGE

12/27/12 JHO Correspond with C. Celentino, M. Adeyemo, V. Marriott, R. Smith and M. Minuti regarding orders granting interim fee amounts and disbursement of committee carve out funds

0.70 NO CHARGE



pursuant to same, and coordinate disbursements and documentation required to accomplish same. (NO CHARGE)

1/31/13 JHO Review Young Conaway fee application for potential objection bases and to calculate subtotals of various case issues and tasks. (NO CHARGE)

0.70 NO CHARGE

2/4/13 JHO Correspond with C. Celentino and M. Minuti to coordinate resolution of outstanding professional fees (.5 hrs - Taskcode 2). Briefly coordinate investigation of Wind Rose sale transaction financing (.4 hrs - Taskcode 14).

0.90 NO CHARGE

Total For 02 ............................................ 3.60 $0.00 03 MEETINGS AND COMMUNICATIONS WITH COMMITTEE


1/23/13 JHO Prepare and transmit Committee update to Committee, review form of entered confirmation order to verify same, and forward to Committee, and follow up correspondence with B. Reed to discuss distributions schedule. (NO CHARGE)

0.40 NO CHARGE

Total For 03 ............................................ 0.40 $0.00 09 DISCLOSURE STATEMENT/PLAN


11/7/12 JHO Correspond with R. W. Smith regarding discovery invoices and timing of disclosure statement hearing. (NO CHARGE)

0.20 NO CHARGE

12/19/12 RLM Review the form of ballot; provide comments and revisions.

0.20 NO CHARGE

1/10/13 JHO Respond to creditor inquiries regarding plan voting. (NO CHARGE)

0.50 NO CHARGE

1/15/13 JHO Coordinate committee conference call to discuss plan status (.2 hrs - BILL NO CHARGE).

0.20 NO CHARGE


Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 33 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA Total For 09 ............................................ 1.10 $0.00 10 CLAIMS ADMINISTRATION/OBJECTIONS


1/14/13 JHO Correspond with C. Celentino and D. Messick.regarding plan confirnmation hearing and claim objections and to coordinate prospective conference call regarding same. (NO CHARGE)

0.20 NO CHARGE

Total For 10 ............................................ 0.20 $0.00 14 SALE OF ASSETS


12/14/12 JHO Correspond with D. Messick to discuss report of actual v. Budgeted performance and accrual of professional fees (.2).

0.20 NO CHARGE

12/14/12 JHO Correspond with R. Smith to coordinate hearing attendance approach for Monday disclosure statement and sale hearings (.2)(NO CHARGE).

0.20 NO CHARGE

12/18/12 RLM Review the additional revisions to the Sale Order. 0.20 NO CHARGE

12/20/12 RLM Review final revisions to the Sale Order. 0.20 NO CHARGE

12/21/12 JHO Correspond with P. Cal and T. Martin regarding sale closing schedule and return of bid deposits. (NO CHARGE)

0.50 NO CHARGE

12/27/12 JHO Correspond with M. Adeyemo regarding sale closing status and provide updates to D. Meir and K. Ulickey. (NO CHARGE)

0.40 NO CHARGE

Total For 14 ............................................ 1.70 $0.00 15 MH STATEMENTS/FEE APPLICATIONS



Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 34 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA 11/12/12 AMM Respond to A. Mays questions regarding

categories for time entries. (NO CHARGE) 0.10 NO

CHARGE

11/12/12 AMM Continue review/edits to Munsch Hardt's First Interim Fee Application.

1.40 NO CHARGE

11/14/12 JHO Review firm invoice and fee bills and revise same for formal fee application submission. (NO CHARGE)

3.20 NO CHARGE

11/15/12 CSK Call with Jay Ong regarding finalizing interim fee application (.1); review and respond to emails with J. Ong and local counsel regarding anticipated filing of fee application (.2).

0.30 NO CHARGE

11/16/12 JHO Assist in coordinating filing of fee application and application for local cousnel (Saul Ewing). (NO CHARGE)

0.50 NO CHARGE

12/4/12 CSK Meeting with Jay Ong regarding Committee fee application for expenses (.1); review emails in connection with Committee expense application (.4); speak with Russ Munsch regarding application (.1).

0.60 NO CHARGE

12/26/12 AMM Telephone call with J. Ong relative to fee pleadings for Committee professionals; review docket and retrieve same; correspondence to J. Ong transmitting three Orders and one Stipulation that he requested.

0.50 NO CHARGE

1/3/13 JHO Review R. Smith revisions to application for committee expenses and proposed notice, briefly research service issues and authorize filing of same.

0.40 NO CHARGE

Total For 15 ............................................ 7.00 $0.00 16 OTHER PROFESSIONALS FEE STATEMENTS/FEE APPLICATIONS


11/12/12 JJW Emails with M. Minuti on status and ability to file Fee Application, timing (.10); coordinate with J. Ong on same and our timing (.10).

0.20 NO CHARGE

11/26/12 RLM Review correspondence from C. Celentino 0.10 NO



regarding fee application. CHARGE Total For 16 ............................................ 0.30 $0.00 20 AUTOMATIC STAY/ADEQUATE PROTECTION


12/20/12 JHO Final reveiw and authorization to file TCF Lift Stay stipulation (.2) (NO CHARGE).

0.20 NO CHARGE

1/10/13 RLM Review order of TCF's Motion to Lift Stay. 0.10 NO CHARGE

Total For 20 ............................................ 0.30 $0.00 23 GENERAL BANKRUPTCY ADMINISTRATION


11/20/12 RLM Review correspondence from C. Celentino regarding the open issues; prepare response (.2).

0.20 NO CHARGE

1/2/13 JHO Correspond with D. Mesick to follow up regarding attempted service of pleadings on committee creditors through committee, to verify proper service. (NO CHARGE)

0.20 NO CHARGE

1/18/13 JHO Compile firm and Holland & Hart accountings and correspond with D. Messick regarding monthly operating report disclosures. (NO CHARGE)

0.20 NO CHARGE

Total For 23 ............................................ 0.60 $0.00 24 LEGAL RESEARCH


2/5/13 BES Review of research with D. Coligado and J. Ong. 0.20 NO CHARGE

Total For 24 ............................................ 0.20 $0.00 Total Hours: ................................................................... 232.40


Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 36 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA Total Fees: ............................................................... $98,159.50 TIMEKEEPER SUMMARY

Title Timekeeper Name Init Rate Hours Total

Shareholder Bell, M'Lou MPB 410.00 1.20 $492.00

Munsch, Russell L. RLM 680.00 59.10 $40,188.00

Ong, Jay JHO 385.00 112.30 $43,235.50

Wielebinski, Joseph J. JJW 620.00 0.90 $558.00

Associate Kelly, Cara S. CSK 310.00 16.60 $5,146.00

Sachs, Blake E. BES 240.00 2.00 $480.00

Paralegal Monlezun, Audrey AMM 200.00 40.30 $8,060.00

Total 232.40 $98,159.50 BILL NO CHARGE ENTRIES

Title Timekeeper Name Init Hours Total

Shareholder Munsch, Russell L. RLM 1.00 $680.00

Ong, Jay JHO 10.10 $3,888.50

Wielebinski, Joseph J. JJW 0.20 $124.00

Associate Kelly, Cara S. CSK 1.90 $589.00

Sachs, Blake E. BES 0.20 $48.00

Paralegal Monlezun, Audrey AMM 2.00 $400.00


Munsch Hardt Kopf & Harr, P.C. File No. 013152.00001 Page 37 of 38 Invoice No. 10281889 February 21, 2013 Matter Description: CORDILLERA GOLF CLUB, LLC D/B/A THE CLUB AT CORDILLERA DISBURSEMENTS SUMMARY Meals ........................................................................................... $119.78 Long Distance ............................................................................. $245.11 Overtime ..................................................................................... $270.00 Research ...................................................................................... $839.18 Travel Expenses ....................................................................... $2,482.68 Parking/cab/mileage .................................................................... $531.50 Miscellaneous ............................................................................... $99.78 Total Disbursements: $4,588.03 PREVIOUS BALANCE DETAIL

Bill Date Inv. # Amount Payment Balance

11/16/12 10277315 $417,773.57 ($254262.10 $163,511.47

Previous Balance: $163,511.47



PLEASE RETURN THIS PAGE WITH PAYMENT Total Fees for Services Rendered through February 7, 2013 .......................$98,159.50 Total Disbursements ......................................................................................$4,588.03 Total Amount Due This Invoice...............................................................$102,747.53 Previous Balance Due .....................................................................$163,511.47 Grand Total Due ...........................................................................$266,259.00 Wire Instructions: Remittance Address: Bank of Texas, N.A. Accounting ABA Routing Number: 111014325 Munsch Hardt Kopf & Harr, P.C. Account Number: 2880510762 500 N. Akard, 3800 Lincoln Plaza Swift Code: BAOKUS44 Dallas, TX 75201 File Number and Invoice Number Required. Federal ID Number: 75-2096964 FOR BILLING INQUIRIES, PLEASE CONTACT ACCOUNTING AT (214) 740-5198


MHDocs 4265344_2 13152.1

EXHIBIT B

ITEMIZATION OF SERVICES RENDERED BY TIMEKEEPER FOR THE PERIOD OCTOBER 27, 2012 THROUGH FEBRUARY 7, 2013

TIMEKEEPER NAME TITLE HOURLY

RATE HOURS TOTAL

Russell L. Munsch Shareholder $680.00 59.10 $40,188.00

Joseph J. Wielebinski Shareholder $620.00 0.90 $558.00

M'Lou P. Bell Shareholder $410.00 1.20 $492.00

Jay H. Ong Shareholder $385.00 112.30 $43,235.50

Cara S. Kelly Associate $310.00 16.60 $5,146.00

Blake E. Sachs Associate $240.00 2.00 $480.00

Audrey M. Monlezun Paralegal $200.00 40.30 $8,060.00

TOTAL

232.40 $98,159.50


MHDocs 4265344_2 13152.1

EXHIBIT C

ITEMIZATION OF SERVICES RENDERED BY CATEGORY FOR THE PERIOD OCTOBER 27, 2012 THROUGH FEBRUARY 7, 2013

TASK CODE

CATEGORY

HOURS

FEES

02 Other Professionals' Retention/Applications 10.40 $3,873.00

03 Meetings and Communications with Committee 9.60 $6,321.50

05 Cash Collateral/DIP Financing 0.70 $328.50

06 Leases/Executory Contracts 2.30 $1,298.50

07 Investigation of Estate Assets 0.20 $136.00

09 Disclosure Statement/Plan 55.80 $26,586.50

10 Claims Administration/Objections 15.00 $6,842.50

11 Creditor Inquiries 1.30 $571.00

13 General Litigation 12.30 $6,092.50

14 Sale of Assets 28.00 $14,733.50

15 Munsch Hardt Fee Statements/Fee Applications 56.10 $9,160.00

16 Other Professionals Fee Statements/Fee Applications 15.20 $12,554.50

17 Nonworking Travel (billed at half hourly rate 8.00 $3,080.00

20 Automatic Stay/Adequate Protection 1.20 $580.00

23 General Bankruptcy Administration 6.90 $2,495.50

24 Legal Research 2.00 $480.00

27 Tax Issues 0.50 $251.50

28 Utilities 0.90 $346.50

29 Mediation 6.00 $2,428.00

Billable Totals 232.40 $98,159.50


MHDocs 4265344_2 13152.1

EXHIBIT D

ITEMIZATION OF REIMBURSABLE EXPENSES FOR THE PERIOD OCTOBER 27, 2012 THROUGH FEBRUARY 7, 2013

EXPENSES AMOUNT

Meals $119.78

Long Distance $245.11

Research $839.18

Travel Expenses $2,482.68

Parking/cab/mileage $531.50

Miscellaneous $99.78

Overtime $270.00

TOTAL

$4,588.03


MHDocs 4265344_2 13152.1

EXHIBIT E

BIOS

Case:12-24882-ABC Doc#:843-1 Filed:03/11/13 Entered:03/11/13 16:13:41 Page1 of 12

MHDocs 4265344_2 13152.1


PROPOSED ORDER RE SECOND AND FINAL APPLICATION OF MUNSCH HARDT KOPF & HARR, P.C., COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, FOR THE ALLOWANCE OF FEES AND EXPENSES FOR THE PERIOD OCTOBER 27, 2012 THROUGH FEBRUARY 7, 2013—Page 1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO

In re: CORDILLERA GOLF CLUB, LLC, Debtor.

) ) ) ) )

Case No. 12-24882-ABC Chapter 11

ORDER GRANTING SECOND AND FINAL APPLICATION OF MUNSCH HARDT

KOPF & HARR, P.C., COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS, FOR THE ALLOWANCE OF FEES AND EXPENSES FOR THE PERIOD

OCTOBER 27, 2012 THROUGH FEBRUARY 7, 2013

THE COURT having reviewed Munsch Hardt Kopf & Harr, P.C. (“Munsch Hardt”) Second and Final Application for Allowance of Attorney Fees as counsel for Official Committee of Unsecured Creditors, and finding that notice was duly served and no responses or objections having been filed, hereby

ORDERS that Munsch Hardt’s Second and Final Application for Allowance of Attorneys Fees and Expenses is GRANTED. The Court further,

ORDERS that Munsch Hardt's prior application for interim compensation, previously approved by this Court on December 21, 2012 [Docket No. 728] on an interim basis, in the amounts of $406,454.00 for compensation and $11,319.57 in reimbursable expenses, is hereby approved and granted on a final basis. The Court further,

ORDERS that Munsch Hardt is hereby finally allowed additional compensation in the amount of $98,159.50, and expenses in the amount of $4,588.04 for the time period October 27, 2012 to February 7, 2013, which amounts are APPROVED, for a total allowed administrative claim to Munsch Hardt in this case, of $504,613.50 in compensation and $15,907.61 in reimbursements.

Dated _____ day of __________, 2013.

By the Court:

United States Bankruptcy Judge

6082889_2.DOCX


in the united states bankruptcy court for the … · 2013. 3. 28. · united states bankruptcy...

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