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Case:12-24882-ABC Doc#:558 Filed:10/30/12 Entered:10/30/12 10:44:42 Page1 of 5
IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF COLORADO
In re:
Cordillera Golf Club, LLC
Tax ID I EIN: 27-0331317
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Debtor. )
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Case No. 12-24882-ABC
Chapter 11
\ ORDER (A) AUTHORIZING AND SCHEDULING PUBLIC AUCTION
FOR THE SALE OF SUBSTANTIALLY ALL OPERATING ASSETS OF THE
ESTATE, FREE AND CLEAR OF LIENS, CLAIMS, AND ENCUMBRANCES,
(B) APPROVING BID PROCEDURES FOR THE CONDUCTING OF THE SALE
PROCESS, (C) SCHEDULING FINAL SALE HEARING, AND (D) APPROVING
THE FORM AND MANNER OF NOTICE PURSUANT TO FEDERAL RULE
OF BANKRUPTCY PROCEDURE 2002
CAME ON FOR CONSIDERATION the Joint Motion for Order: (A) Authorizing and
Scheduling Public Auction for the Sale of Substantially All Operating Assets of the Estate, Free
and Clear of All Liens, Claims, and Encumbrances, (B) Approving Procedure for the Submission
of Qualifying Bids and Conducting of Auction, and (C) Approving the Form and Manner of
Notice Pursuant to Federal Rule of Bankruptcy Procedure 2002 ("Motion"), filed on October 5,
2012 [Docket No. 521], by Cordillera GolfCl ub, LLC, the Debtor and Debtor-in-Possession
("Debtor") under the above captioned Chapter 11 bankruptcy case ("Bankruptcy Case"), together
with the Official Committee of Unsecured Creditors appointed in the Bankruptcy Case
("Committee"), and this Court having considered the Motion, the arguments and representations
of the parties, and the record before it, finds and concludes
1
that: (i) the relief requested in the
Motion, including the Bid Procedures
2
proposed therein, is fair, reasonable and appropriate and
designed to maximize the value of the estate's assets sought to be sold by the Debtor as proposed
1
Findings of fact shall be construed as conclusions of Jaw and conclusions of Jaw shall be construed as findings of
fact when appropriate. See Fed. R. Bankr. P. 7052.
2
Capitalized terms not otherwise defined herein have those same meanings as in the Motion.
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therein; (ii) the Debtor has exercised its reasonable business judgment in determining to sell its
operating assets pursuant to the Bid Procedures proposed in the Motion, and as further described
in the form of Purchase and Sale Agreement ("APA") proposed by the Debtor and the
Committee in connection with the Bid Procedures; (iii) the Debtor and Committee have
formulated the Bid Procedures at arms' length and in good faith for the purpose of maximizing
the value ofthe estate's assets; (iv) due and adequate notice ofthe Motion and the Bid
Procedures has been given to all creditors and parties-in-interest and that no other or further
notice is necessary, except as provided herein; and (v) for all the reasons stated by the Court
on the record, good and sufficient cause exists to grant the relief set forth herein as being in the
best interests of the Debtor's estate and its creditors. Accordingly, it is hereby:
ORDERED that the Motion is GRANTED as provided herein, and the Debtor's request to
market and sell its Operating Assets, as defined in the AP A, free and clear of liens, claims, and
encumbrances -other than (i) statutory liens arising in favor of taxing authorities to secure the
payment of real and business personal property taxes, and (ii) recorded covenants, declarations,
Public Utility Districts, easements, and other similar recorded documents to which the liens
securing the secured claims of the Senior Lien Claim Holders, as defined in the Bid Procedures,
are subject- pursuant to the Bid Procedures, is approved. It is further,
ORDERED that, for the reasons stated on the record, any objections to the relief
requested in the Motion that have not been withdrawn, waived, or settled are overruled in their
entirety. It is further,
ORDERED that the Debtor and GA Keen Realty Advisors, LLC ("GA Keen") shall
proceed with marketing the Operating Assets for sale pursuant to the Bid Procedures, as
modified, which procedures are hereby approved in their entirety in the form attached as
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4851-8244-6609.2
Exhibit "A" to this Order. The Debtor, the Committee, GA Keen and the Mediator are
authorized to take any and all actions necessary or appropriate to implement the Bid Procedures,
including but not limited to conducting the Auction in accordance therewith. It is further,
ORDERED that the APA, attached hereto as Exhibit "B," which is in substantially the
form filed by the Debtor in connection with the hearing held by this Court to consider the Motion
and approval of the Bid Procedures on October 23, 2012 (the "Hearing")
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, is hereby APPROVED
in its entirety for use in connection with the Bid Procedures and Sale. Any nonmaterial
modifications to the AP A by Potential Bidders shall not affect the qualification of such Potential
Bidder. It is further,
ORDERED that the Sale Hearing to consider final approval of the Sale of the Operating
Assets to the Successful Bidder or Backup Bidder, as purchaser, and the transactions
contemplated thereby, shall be held at the United States Bankruptcy Court for the District of
Colorado, Rogers Court House, Courtroom C205, 1929 Stout Street, Denver, Colorado 80294, on
December 17, 2012, at 9:00a.m., prevailing Mountain Time. It is further,
ORDERED that no later than November 2, 2012, the Debtor shall cause a copy of this Order and
the exhibits attached thereto to be served upon: (i) all scheduled secured creditors of the Debtor;
(ii) all parties who have requested notice in this Bankruptcy Case pursuant to Bankruptcy Rule 2002;
(iii) federal, state and local regulatory and taxing authorities that were scheduled by the Debtor or
3
A redline showing the revisions made to the Asset Purchase Agreement on file with this Court as Docket No. 539,
is attached as Exhibit "A" to the Notice of Filing the Redline of the Asset Purchase Agreement Regarding the
Joint Motion of the Debtor and Official Committee of Unsecured Creditors for Order: (A) Authorizing and
Scheduling the Sale of Substantially All Operating Assets of the Estate, Free and Clear of All Liens, Claims, and
Encumbrances, (B) Approvmg Procedures for the Submission of Qualifying Bids and Conducting the Sale, and
(C) Approving the Form and Manner of Notice Pursuant to Federal Rule ofBankruptcy Procedure 2002 [Docket
No. 552].
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have appeared in the case; and (iv) the United States Trustee (collectively, the "Notice Parties"),
as well as upon all parties whom the Committee or Alpine inform the Debtor are potential
purchasers of the Operating Assets provided the address is given to the Debtor for service.
It is further,
ORDERED that, following the conclusion of the Auction, the Debtor shall file and serve
upon all Notice Parties, all Qualified Bidders, as well as the "Section 365 Counter-Parties" (as defined
below) notice of the Successful Bid amount, the Successful Bidder, the Backup Bid amount and the
Backup Bidder (if any), by no later than 5:00 p.m., prevailing Mountain Time, on December 12, 2012
("Sale Notice") per Paragraph IX(l) of the Bid Procedures. The Sale Notice shall inform parties in interest
of the intention to have this Court approve the sale of the Operating Assets to the Successful Bidder at
the final hearing to aP-prove the Sale ("Sale Hearing"). It is further,
ORDERED that any objection to (i) the Sale of the Operating Assets, or (ii) the proposed
assumption and assignment of an executory contract or unexpired lease to the Successful or Backup
Bidder shall be in writing, and shall set forth the name of the objector, the nature and
amount ofthe objector's claims against the Debtor or interest in the Operating Assets, and the
basis for the objection, and be filed with the Bankruptcy Court, and served upon the Debtor,
counsel for the Debtor, the Committee, the Successful Bidder, Backup Bidder, and Alpine Bank,
so as to be received on or before December 17, 2012, at 9:00 a.m., prevailing Mountain
Time. It is further,
ORDERED that no later than November 1, 2012, the Debtor shall file with this Court a
Schedule ofExecutory Contracts and Unexpired Leases ("365 Schedule") that may be assumed
and assigned to the purchaser of the Operating Assets, including Debtor's contention of any monetary default
as of November 1, 2012, and Debtor shall serve in accordance with Fed.R.Bankr.P. 9014 and 7004
the 365 Schedule along with a L.B.R. 9013-1 Notice advising of the information in the succeeding paragraphs
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of this Order, upon the Notice Parties, all known nondebtor parties to any contracts and leases listed in
the 365 Schedule (the "Section 365 Counter-Parties"). It is further,
ORDERED that any objections to the monetary default amounts as ofNovember I, 20I2, for
any contracts or leases in the 365 Schedule, shall be filed and served on the Debtor, by no later
than 5:00 p.m. prevailing Mountain time on November 16, 2012. Any such objection
(a "Cure Objection") shall set forth with particularity the basis for any objection to the
monetary default amount as ofNovember I, 20I2, the Section 365 Counter-Party's contention of the
amount of the monetary default as ofNovember I, 20I2, and documentation of such amount. It is further,
ORDERED that in the absence of a Cure Objection that is timely filed and served as set
forth in the preceding paragraph, the amount of monetary default as ofNovember I, 20I2, set forth in
the 365 Schedule shall be controlling as ofNovember I, 20I2, and and any counterparty to an executory
contract or unexpired lease listed in the 365 Schedule will be barred from asserting an inconsistent
position in connection with assumption of any unexpired lease or executory contract. In the event any
objection to the assumption and assignment of any executory contracts or leases remains unresolved
prior to the Sale Hearing, the Court shall adjudicate such objection at the Sale Hearing.
It is further,
ORDERED that this Court shall retain exclusive jurisdiction over any matters related to or arising from the
implementation of this Order, including, but not limited to, any matter, claim, or dispute arising from or relating
to the Bid Procedures, the Sale, 365 Schedule, and/or the implementation of this Order.
DATED: October 3<:>, 20I2
BY THE COURT:
Q95-_ C(s- lA._
A. Bruce Campbell, Bankruptcy Judge
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EXHIBIT A
BID PROCEDURES
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BID PROCEDURES
The following bid procedures (the "Bid Procedures") govern the sale ("Sale") of the
operating assets (collectively, the "Operating Assets") of Cordillera Golf Club, LLC
("Debtor"), dlb/a The Club at Cordillera (the "Club"), in connection with its pending Chapter 11
bankruptcy case, Case No. 12-24882-ABC (the "Bankruptcy Case") in the U.S. Bankruptcy
Court for the District of Colorado (the "Bankruptcy Court"). By order of the Bankruptcy Court
(the "Bid Prgcedures Order"), these Bid Procedures have been approved and are applicable to
all Bidders and Bids, with any proposed sale of the Operating Assets to be subject to the final
approval of the Bankruptcy Court pursuant to section 363 of 11 U.S.C. 101, et seq. (the
"Bankruptcy Code").
I. THE AUCTIONEER AND OVERSIGHT PARTIES
The process outlined under these Bid Procedures will l;>e conducted by Deborah
Williamson (mcluding any successor mediator as may be agreed by the parties, the "Mediator"),
utilizing the services of GA Keen Realty Advisors, LLC as provided in these Bid Procedures, in
consultation with the Debtor and the Official Committee of Unsecured Creditors appointed by
the United States Trustee in the Bankruptcy Case (the "Committee" and collectively with the
Debtor, the "Qversight Parties"), and subject to approval by the Bankruptcy Court.
II. OPERATING ASSETS
1. Single Lot. The Operating Assets, as more particularly described below and as defined in
the Asset Purchase Agreement described below, are to be sold in a single aggregate lot at
the Auction provided for under these Bid Procedures ("Auction"), subject to competitive
bidding in accordance with these Bid Procedures and Bankruptcy Court approval.
Notwithstanding the requirement that Bids must be for the entirety of the Debtor's
Operating Assets under these Bid Procedures, nothing in these Bid Procedures is intended
to prevent or impair the ability of current and former members of the Club and other
prospective bidders with an interest in purchasing less than all of the Operating Assets, to
approach, discuss and agree with other parties about submitting a single, joint Bid to
all of the Operating Assets provided that such Bid and the Bidding party I parties .
must otherwise collectively qualify under these procedures; and further, such joint Bid
shall be made as one bid, with one AP A and the Debtor and its estate shall not be
required to deal with multiple parties, but rather shall deal only with a designated
represntative with respect to such joint Bid; which Bid must also designate the
transferee(s) and specify which asset is to be transferred to the specific transferee to the
extent it is more than one entity; however, all parties participating in the joint Bid must
disclose their identity to the same extent as participants in any single Bid. Nothing herein
shall modify or diminish any of the rights or obligations set forth in or arising pursuant to
section 363(n) of the Bankruptcy Code.
2. The Operating Assets.
A. The Operating Assets include ail of the Debtor's right, title and interest in and to
any and all real and personal property owned by the Debtor or used in connection
with the operation of the Debtor's business, including without limitation, all golf
courses, golf course assets, fixtures, furniture, equipment, inventory, intellectual
property, goodwill, contracts, supplies, licenses, permits, ownership interests in
BID PROCEDURES PAGE 1
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unincorporated Club restaurants, athletic club, facilities, water rights, and access
to make copies of books and records, in each case to the extent assignable, all as
more particularly described in the Asset Purchase Agreement.
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Interested parties
are encouraged to consult the Debtor's bankruptcy Schedules, as amended, for a
detailed listing of the Debtor's assets.
B. Notwithstanding the foregoing, expressly excluded from the Operating Assets are:
(i) any and all claims and causes of action arising in favor of the Debtor or the
estate pursuant to any provision of the Bankruptcy Code, including but not limited
to avoidance action rights, offsets, counterclaims, and defenses and affirmative
defenses to claims
2
; (ii) any and all contracts for membership in the Debtor's
Club, membership applications, membership plans, rules, regulations of the Club
and all amendments and modifications thereto (collectively, the "Membership
Documents"), which Membership Documents are being rejected by the estate to
the extent they constitute executory contracts or unexpired leases; (iii) originals of
the Debtor's books and records necessary or appropriate for the continued
administration of the Bankruptcy Case and any matters arising in relation thereto,
including, without limitation, personnel records, consumer records, tax records,
and records relating to claims or litigation proceedings; and (iv) cash, accounts
receivable, deposit accounts, and other cash equivalents.
3. "AS IS, WHERE IS". THE SALE OF THE OPERATING ASSETS WILL BE ON
AN "AS IS, WHERE IS" BASIS AND WITHOUT REPRESENTATIONS OR
WARRANTIES OF ANY KIND, NATURE, OR DESCRIPTION BY THE
DEBTOR, ITS AGENTS, OR ITS ESTATE, INCLUDING WITHOUT
LIMITATION ANY REPRESENTATION OR WARRANTY AS TO
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE,
EXCEPT TO THE EXTENT SET FORTH IN THE AP A (AS DEFINED BELOW).
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NONE OF THE MEDIATOR,
THE OVERSIGHT PARTIES, NOR THEIR RESPECTIVE COUNSEL,
PROFESSIONALS, OFFICERS, EMPLOYEES, REPRESENTATIVES OR
AGENTS MAKES ANY REPRESENTATION OR WARRANTY REGARDING
ANY INFORMATION OR REPRESENTATION REGARDING THE DEBTOR, .
ITS OPERATIONS, THE CLUB, ASSETS, LIABILITIES, LIENS OR
FINANCIAL CONDITION TO BE PROVIDED TO A POTENTIAL BIDDER IN
CONNECTION WITH THE BID PROCEDURES SET FORTH HEREIN, THE
SALE, THE AUCTION OR THE OPERATING ASSETS. CONSEQUENTLY, NO
REPRESENTATION IS MADE BY THE MEDIATOR, THE OVERSIGHT
PARTIES, OR THEIR RESPECTIVE COUNSEL, PROFESSIONALS,
OFFICERS, EMPLOYI;ES, REPRESENTATIVES OR AGENTS REGARDING
THE ACCURACY, RELIABILITY, VERACITY, ADEQUACY, OR
COMPLETENESS OF ANY INFORMATION PROVIDED IN CONNECTION
WITH OR RELATED TO THESE BID PROCEDURES, THE AUCTION OR THE
SALE AND ALL INTERESTED PARTIES ARE ENCOURAGED TO CONSULT
1
The APA, as defmed herein, shall contain the definitive and controlling Jist of the Operating Assets and the
description of such Operating Assets in these Bid Procedures is intended solely for informational purposes.
2
Certain claims and causes of action are being released by the Debtor and/or its estate pursuant to the 9019. Motion,
as defined in the motion seeking the Bankruptcy C o u r t ' ~ approval of these Bid Procedures.
BID PROCEDURES
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WITH THEIR OWN ADVISORS REGARDING ANY SUCH INFORMATION.
4. The Sale must be entirely for cash consideration, except as expressly provided otherwise
herein.
5. Sale Free and Clear. All of the Debtor's right, title, and interest in and to the Operating
Asset$ will be sold free and clear of all liens, security interests, encumbrances, claims,
charge;s, options, and interests thereon or therein (collectively, the "Liens"), with the
exception of:
A. statutory liens arising in favor of taxing authorities to secure the payment of real
. and business personal property taxes; and
B. any all recorded covenants, declarations, Public Utility Districts, easements,
and other similar recorded documents to which the liens securing the allowed
secured claims of the Senior Lien Claim Holders as defined in Section VII below
.are subject.
The Liens will attach to any net cash proceeds from the sale of the Operating Assets, in
the order of their priority, with the same validity, force, effect which they now have
against the Operating Assets, except as to any such lien which the AP A provides is a lien
which shall remain as a lien on a particular asset and that such particular asset shall be
subject to such lien.
6. AP A. Except as otherwise set forth herein, any Sale will be made only under the same or
substantially identical terms and conditions as set forth in the form of Asset Purchase
Agreement approved by the Court as part of the Bid Procedures Order ("APA"). The
APA may be obtained by any Interested Bidder (as defined below) in accordance with the
instructions set out below.
7. Executorv Contracts and Unexpired Leases.
A. The AP A approved by the Baakruptcy Court shall set forth each executory
contract and unexpired lease to be assumed and assigned to the purchaser
pursuant thereto, and the Debtor's estimate of any cure payment amount required
for same.
B. Further, by no later than November 1, 2012, the Debtor shall file and serve on all
BID PROCEDURES
4842-7095-1441.6
known counterparties and required notice parties a Schedule. of Executory
. Contracts and Unexpired Leases ("365 Schedule") that may be assumed and
: assigned to the purchaser of the Operating Assets, including the proposed cure
amount required pursuant to section 365 of the Bankruptcy Code for their
assumption and assignment, if any. The Bankruptcy Court's order approving
these Bid Procedures shall set firth the applicable procedure for the resolution of
any disputes regarding the assumption and/or assignment of any executory
contracts or unexpired leases, including but not limited to the amount of any cure
payment required for same.
III. POTENTIAL BIDDERS
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1. Expression of Interest. An interested bidder "Potential Bidder" is any person or entity
who contacts Harold Bordwin of GA Keen Realty Advisors, LLC ("Keen Realty") or the
Mediator and completes the bidder information sheet, in the form of Exhibit B attached
hereto (the "Bidder Information Sheet"), containing such information as to allow Keen
Realty or the Mediator to adequately identify the person or entity interested in bidding on
the Operating Assets and, if the party is an entity, such information as to allow Keen
Realty or the Mediator to identify the officer or authorized agent who will appear on
behalf of the party.
2. Delivery of Bidder Information Sheets. Bidder Information Sheets shall be delivered to
Deborah D. Williamson, COX SMITH, 112 E. Pecan Street, Suite 1800, San Antonio,
Texas 78205, Facsimile: (210) 226-8395, dwilliamson@coxsmith.com, and to Harold
Bordwin, GA Keen Realty Advisors, LLC, 130 W. 42 St., Ste. 1001, New York, NY
I 0036, hbordwin@greatamerican.com.
IV. DUE DILIGENCE
1. Due Diligence Access: Provided a Potential Bidder has executed and returned a
completed Bidder Information Sheet, such Potential Bidder will, prior to the Bid
Deadline (as defined below), be provided a password to an on-line electronic data site.
To gain access to the data, the Potential Bidder shall be required to accept the disclaimer
and terms of the granted access to an on-line electronic data site ("Due Diligence
Access"), including its agreement to a confidentiality agreement (the "Confidentiality
Agreement"), the terms of which shall be substantially consistent with those contained in
Exhibit A attached hereto. Requests for information regarding the Operating Assets not
contained in the data site shall be directed to Keen Realty via e-mail as follows:
hbordwin@greatamerican.com and sferrone@greatamerican.com.
Once a Potential Bidder has been provided with Due Diligence Access, the Debtor's
professionals will attempt to coordinate and comply with all reasonable requests for
information regarding the Operating Assets that has not been provided through the Due
Diligence Access.
2. Exclusion of Potential Bid.ders. Notwithstanding anything to the contrary contained in
these Bid Procedures, Keen Realty may deny Due Diligence Access to any Potential
Bidder, after consulting with the Mediator and the Oversight Parties, if Keen Realty
reasonably believes the Potential Bidder has no bona fide intention to submit a
competitive bid for the Operating Assets or that the Potential Bidder seeks Due Diligence
Access for an improper purpose, including, without limitation, wasting resources of the
Debtor's estate, harassing the Debtor, competing with the Debtor's business, depressing
the value of the Debtor's assets or those of its estate, or otherwise disrupting the sales
process. Notwithstanding the foregoing, the Mediator shall have the ultimate authority to
override Keen's determination to exclude a bidder from Due Diligence Access if she
disagrees with such determination.
V. QUALIFIED BIDS
1. Bid Packages. In order for a Potential Bidder's initial bid to purchase the Operating
Assets (each a "Bid") to qualify for consideration (upon such qualification the Potential
Bidder making such Qualified Bid (as defined herein) shall become a "Bidder"), such
Bid must consist of the following information and items and be delivered to the Mediator
BID PROCEDURES
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(collectively, the "Bid Package") as follows: Deborah D. Williamson, COX SMITH, 112
E. Peqan Street, Suite 1800, San Antonio, Texas 78205, Facsimile: (210) 226-8395,
dwilliamson@coxsmith.com, so that it is actually received by the Mediator by no later
than the Bid Deadline (as defined below), with a copy to Harold Bordwin, GA Keen
Realty Advisors, LLC, 130 W. 42 St., Ste. 1001, New York, NY 10036,
hbordwin@greatamerican.com:
A. Executed Copy of AP A. A written offer in the form of the AP A executed by the
Bidder or its duly-authorized representative (if an entity), to acquire the Operating
Assets for an exact amount of consideration, in U.S. Dollars, which must:
i. Provide such consideration payable by wire transfer at closing;
ii. be unconditional, save and except for Bankruptcy Court approval, and
without limiting the generality of the foregoing, must not be conditioned
upon acceptance of one or more other bids, financing or additional due
diligence;
iii. Be for the entirety of the Operating Assets as described in the APA.
B. The Bidder's written, binding coriunitment that:
i. The Bid is irrevocable until the earlier to occur of the closing of the Sale
or January 15, 2013;
ii. The Bidder agrees to keep its Bid confidential except to the extent that
disclosure is expressly contemplated or provided in these Bid Procedures;
iii. If the Bidder is selected as the Successful Bidder, such Bidder is ready,
willing and able to close on the purchase of the Operating Assets with no
contingencies whatsoever, other than Bankruptcy Court approval of the
transaction, which Closing shall, subject to such approval, be no later than
4:00p.m. prevailing Mountain time, on December 28, 2012; and
iv. If the Bidder is selected as the Backup Bidder, then should the Sale to the
Successful Bidder fail to close for any reason and the Mediator notifies the
Backup Bidder on or prior to 5:00 p.m. prevailing Mountain Time, on
December 28, 2012, that the Mediator has elected (upon consultation with
the Oversight Parties) to sell the Operating Assets to the Backup Bidder
then the Backup Bidder is ready, willing and able to close on the purchase
of the Operating Assets with no contingencies whatsoever other than
Bankruptcy Court. approval of the transaction, within two (2) Business
Days of receipt of written notice from the Mediator of such election.
C. Evidence that the Bidder has or will obtain the requisite internal authorizations
and approvals necessary to consummate the proposed transaction without the
necessity of obtaining the consent of any other person or entity;
D. A written statement identifying all of the Bidder's (including its officers, directors,
shareholders, general partners, limited partners, managing members, managers,
and/or members, as applicable) connections (if any) with the Debtor, the Debtor's
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creditors, any other party in interest in the Bankruptcy Case, their respective
attorneys, accountants and advisors;
E. A written statement setting forth any post-closing relationship or connection the
Bidder contemplates having with the Debtor (including any officer, director,
shareholder, managing member, insider or affiliate of the Debtor), including a
description of the Bidder's plans (if any) to employ or otherwise retain any of the
Debtor's employees if its successfully acquires the Operating Assets;
F. A cashier's check made payable to the Stewart Title; as escrow agent for the
Debtor's estate for purposes of these Bid Procedures, or a wire transfer, in an
amount of $500,000 ("Deposit"). Wire instructions shall be provided upon
request. Among other things, Bankruptcy Court's Order approving these Bid
Procedures shall expressly provide for the Bidder's forfeiture of the Deposit if:
i. the Bidder is determined to be a Qualified Bidder (as defined below) and
withdraws its Bid or withdraws any subsequent Increased Bid (as defined
below) before the announcement of the Successful Bidder and Backup
Bidder;
ii. the Bidder is determined to be the Successful Bidder and attempts to
modify or withdraw its Bid or any subsequent Increased Bid without
closing the Sale transaction pursuant to such Bid or obtaining the
Mediator's consent or order of the Bankruptcy Court; or
iii. the Bidder is determined to be the Backup Bidder and attempts to modify
or withdraw its designated Backup Bid prior to closing on the Sale, unless
the Sale shall have closed with the Successful Bidder.
The Deposit shall be returned to the Bidder if (i) the Bidder is determined not to
be a Qualified Bidder, (ii) the Bidder is determined not to be the Successful
Bidder or Backup Bidder, or (iii) the Bidder is determined to be the Backup
Bidder and the Sale is closed with the Successful Bidder. Deposits shall be
returned, interest free, within five (5) business days following the Auction,
provided however that, in the case of the Back Up Bidder, its Deposit shall be
returned, interest free, within five (5) business days of the Closing of the Sale to
the Successful Bidder. The Deposit shall be applied to the purchase price upon
closing; and
G. An executed, definitive asset purchase agreement, containing the same or
substantially identical terms and conditions as, the AP A, together with a
"redlined" or otherwise marked copy reflecting any revisions, changes and
differences made to conform the AP A to the Bidder's AP A, provided that such
AP A shall not be effective until the Mediator declares such Bidder to be the
Successful Bidder or Backup Bidder (and as such APA may be required to be
conformed to the Successful or Backup Bid) as provided in sections VIlE and G
of these Bid Procedures.
2. Form of APA Required. In addition to the foregoing requirements, the Bid and Bidder's
AP A shall not contain terms that are materially more burdensome or conditional than the
terms of the AP A, shall not be conditioned on the Bidder obtaining financing or
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4842-7095-1441.6
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additional due diligence, and shall not entitle the Bidder to any break-up fee, termination
fee, expense reimbursement, or similar type of payment.
3. Satisfl;}ctory Financial Disclosures to Mediator. The Bidder must further deliver to the
Mediator with its Bid Package, but not to GA Keen Realty Advisors. LLC, information
demonstrating an ability to close and consummate the transaction proposed under the Bid
and tQ perform all obligations associated therewith, which, notwithstanding the
foregoing, may be evidenced by:
A. recent financial statements of the Bidder (or if the Bidder is an entity recently
formed for the purpose of acquiring the Operating Assets, current financial
statements of one or more direct or indirect equity holder(s) of the Bidder),
current audited financial statements, a non-contingent financing commitment
. from an accredited financial institution, copies of current statements or
.correspondence from a bank or other accredited financial institution evidencing
i that the Bidder has sufficient liquid assets available to consummate the sale
, through its specific Bid and provide "adequate assurance of future performance,"
within the meaning of section 365(f)(2)(B) of the Bankruptcy Code, in relation to
any executory contracts and unexpired leases to be assumed and assigned to such
Bidder under the proposed transaction; and
B. such other or alternative financial disclosure acceptable to the Mediator (including
evidence that the Bidder has adequate resources to close the transaction) which
demonstrates the financial capability of the Bidder to both consummate the Sale
through its specific Bid and provide "adequate assurance of future performance,"
! within the meaning of section 365(f)(2)(B) of the Bankruptcy Code, in relation to
any executory contracts and unexpired leases to be assumed and assigned to such
Bidder under the proposed transaction.
C. Without limiting the foregoing, evidence of financial capability means the
provision of documentation establishing the unconditional availability of funds or
unconditional loan commitments to the Bidder sufficient to pay the Bid
consideration in cash.
4. Oualifwation of Bids and Bidders. Only those Bidders who submit a Bid Package in
complifmce with all of the foregoing requirements on or before the Bid Deadline (as
define4 below) shall be entitled to have their respective Bids (a "Qualified Bid")
considered by the Mediator (such a Bidder referred to herein as a "Qualified Bidder").
Each Qualified Bidder shall be notified of such designation by the Mediator.
A. Any Bidder w ~ o submits a proposed Bid shall be deemed to have acknowledged
that it has had the opportunity to conduct any and all due diligence prior to
ma.Icing the Bid, that it has relied only on its own independent review, advice of
its counsel and advisors, and that it has not relied on any statements,
representations or promises by the Debtor, the Mediator, the Committee, Keen
Realty, any of their respective advisors or professionals, or any other party
regarding the Operating Assets, or these Bid Procedures.
B. ;A Bidder who timely submits a written Bid but fails to satisfy all of the above
'requirements shall be promptly notified by the Mediator and given an opportunity
to promptly cure such defects to the satisfaction of the Mediator, in her reasonable
:I
BID PROCEDURES .
48427095-1441.6
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202
discretion. Only Qualified Bidders shall be allowed to participate at the Auction
(as defined below).
VI. BID DEADLINE AND DISTRIBUTION OF QUALIFIED BIDS
1. Bid Deadline. All Bids must be submitted to the Mediator (with a copy to GA Keen
Realty Advisors, LLC) by no later than 12:00 noon, prevailing Mountain Time, on
December 3, 2012 (the "Bid Deadline"). Thereafter, the Mediator, in consultation with
the Oversight Parties, will determine which of the Bids are Qualified Bids submitted by
Qualified Bidders. A Bid will not be considered by Mediator, and will not qualify as a
Qualified Bid, unless the Bid Package is actually received by the Mediator, either hard
copy or electronically, including evidence of the completion of the wire transfer or
delivery of the cashier's check for the Deposit on or prior to the Bid Deadline.
2. Transmission of Bids to Counsel for the Debtor and the Committee. The Mediator shall
transmit a summary of all Qualified Bids received by the Bid Deadline (excluding the
identity of the Bidder), via e-mail, to respective counsel for the Debtor, Alpine Bank,
Wilhelm, the Committee and to all Qualified Bidders by 12:00 p.m., prevailing Mountain
Time, on December 4, 2012. The Mediator shall transmit a summary of the Bids
received by the Bid Deadline that were determined by the Mediator to not be Qualified
Bids (excluding the identity of the Bidder) to respective counsel for the Debtor and the
Committee. The Debtor and the Committee may challenge the Mediator's decision not to
qualify a Bid by providing notice to the Mediator at dwilliamson@coxsmith.com no later
than December 7, 2012.
VII. THE AUCTION
1. Time and Place of Auction. The Mediator shall conduct the Auction only if more than
one Qualified Bid (which may include an election to credit bid from the holder of the
allowed secured claim of Alpine Bank (the "Alpine Bank Claim Holder"), or the holder
of the allowed secured claim held by David Wilhelm (the "WUhelm Claim Holder")
(collectively, the ''Senior Lien Claim Holders") as provided herein) for the Operating
Assets is received by the Mediator by the Bid Deadline or the Election Deadline,
applicable. If only one Qualified Bid is made, such Bid shall be submitted to the
Bankruptcy Court for approval at the Sale Hearing without the need for an Auction.
A. If an Auction is held, the Auction will be conducted on December 10, 2012, at
10:00 a.m., prevailing Mountain Time, at the offices of the Debtor's counsel,
Sender & Wasserman, P.C., 1660 Lincoln Street, Suite 2200, Denver, Colorado
80264. .
B. Only three (3) representatives of each of any Qualified Bidders, the Mediator,
Debtor, Committee, Class Representatives, Alpine Bank, Wilhelm, the Debtor's
Chief Restructuring Officer, Keen Realty, Cordillera Property Owners
Association, Cordillera Valley Club Property Owners Association, United States
Trustee, Cordillera Metropolitan District, and Cordillera Transition Corporation,
as well as their respective counsel, may attend the Auction.
2. Auction Procedures. The Mediator, in consultation with the Oversight Parties, will
conduct the Auction in the manner that she determines is likely to result in the highest,
best, or otherwise financially superior offer(s) for the Operating Assets. In conducting
BID PROCEDURES
4842-7095-1441.6
PAGES
202
the Auction, the following procedures (collectively, the "Auction Procedures") shall

A. At the outset of the Auction, the Mediator shall declare the Bid determined by the
Mediator (upon consultation with the Oversight Parties) to be the highest and best
Bid received, which bid shall be the "Opening Bid." Qualified Bidders will be
; permitted to increase their Bids at the Auction (each such increased Bid, an
"Increased Bid"), provided however that:
i. The minimum amount of increased consideration required for a successive
Increased Bid (the "Minimum Bid Increment") will be $100,000.00;
ii. Qualified Bidders are free to submit an Increased Bid in an amount in
excess of the Minimum Bid Increment.
iii. Qualified Bidders may submit Increased Bids at the Auction by submitting
the Increased Bid amount to the Mediator verbally at the Auction.
B. Prior to the Auction, the Mediator shall provide all Qualified Bidders with the
amount of the Opening Bid, and the need to qualify for at least that amount in
order to participate in the Auction. Qualified Bidders must qualify up to the
amount of the Opening Bid in order to attend and Bid at the Auction. Qualified
Bidders who submit an Increased Bid above the level to which they have
financial capability to consummate a transaction to the satisfaction
of the Mediator may be required to provide proof of their ability to consummate
the Increased Bid prior to the Mediator's acceptance of such an Increased Bid. All
Bidders are encouraged to pre-qualify to the amount for which they may wish to
bid or to bring proof of financial capability at such higher level with them to the
Auction.
C. The Auction shall commence with the Opening Bid. The Mediator, in her
discretion, may reasonably determine to limit Bidders time to submit a next Bid.
All incremental Increased Bids at Auction shall be made and received in one
room, on an open basis, and all Qualified Bidders shall be entitled to be present
for all bidding with the understanding that the amount of each Increased Bid will
be fully disclosed to all other Qualified Bidders throughout the entire Auction.
D. The Qualified Bidder with the highest and best final Bid for the Operating Assets
at the close of the Auction (the "Successful Bid"), as determined by the Mediator
in consultation with the Oversight Parties, shall be the "Successful Bidder." The
Mediator's determination of what constitutes the Opening Bid, first and second
"highest and best" Bids will be based upon the exercise of Mediator's discretion
and may take into consideration price, modifications to the AP A, closing risk, risk
of delay, financial condition, and such other factors as Mediator may deem
relevant. The Qualified Bidder having the next highest Bid below the Bid of the
Successful Bidder (the "Backup Bid"), as determined by the Mediator in
consultation with the Oversight Parties, shall be the "Backup Bidder."
BID PROCEDURES
4842-7095-1441.6
.i. The Successful Bid shall remain open, irrevocable and binding on the
Successful Bidder until the closing of the Sale, and shall be deemed
withdrawn only in the event it is not approved by the Bankruptcy Court.
PAGE9
202
ii. The Backup Bid shall remain open, irrevocable and binding on the Backup
Bidder until the earlier of (i) the closing of the Sale to the Successful
Bidder or (ii) 5:00p.m. prevailing Mountain time, on January 15,2013.
iii. No Successful Bid or Backup Bid is binding on the Debtor or its estate
until the Bankruptcy Court enters an Order approving the Sale of the
Operating Assets to the Successful Bidder I Backup Bidder.
iv. Bids attempted to be made after the Auction is closed are automatically
disqualified.
E. At the conclusion of the Auction, the Mediator shall declare the identity of the
Successful Bidder and the Backup Bidc;ler to all parties present at the Auction.
F. The Mediator, in consultation with the Oversight Parties, may adopt such other
Auction Procedures that, in the Mediator's reasonable judgment, will best promote
the goal of a fair and competitive bidding process consistent with these Bid
Procedures and any applicable Bankruptcy Court orders.
G. At the conclusion of the Auction:
1. The Successful Bidder and the Backup Bidder shall modify and execute
the AP A to be consistent with the results of the Auction prior to leaving
the Auction;
ii. The Successful Bidder shall supplement its Deposit within two business
days by cashier's check made payable to the escrow agent for the Debtor's
estate, or by wire transfer, so that the amount of Deposit equals $1 million.
Failure to do so may result in the Backup Bidder being declared the
Successful Bidder, which declaration shall obligate the newly declared
Successful Bidder to also comply with this section.
VIII. SENIOR LENDERS
I. Notwithstanding any other provision hereof, the Alpine Bank Claim Holder, if it elects to
credit bid under Section 363(k) of the Bankruptcy Code as hereinafter provided, shall be
deemed without more a Qualified Bidder and entitled to bid at the Auction, and any such
credit bid shall be deemed a Qualified Bid.
2. Notwithstanding any other provision hereof, the Wilhelm Claim Holder, unless it does
not intend to Bid, must submit to the Mediator by no later than the Bid Deadline, a
Bidder Information Sheet and satisfactory financial information demonstrating an ability
to close and consummate a transaction in an amount not less than (i) the amount of taxes
then due and secured by liens on the Debtor's real and personal .property, and (ii) the
amount of the allowed obligations of the Debtor to Alpine Bank, as set forth in section
V.3. Notwithstanding any other provision hereof, the Wilhelm Claim Holder must
submit a completed Bid Package on or before 5:00p.m. prevailing Mountain time, on
December 6, 2012.
3. Notwithstanding any other provision hereof, the Alpine Bank Claim Holder and the
Wilhelm Claim Holder, shall each have the right, pursuant to section 363(k) of the
BID PROCEDURES
4842-7095-1441.6
PAGE10
202
Bankruptcy Code, to credit bid the allowed amount of their secured claim as a component
of any Bid for the Operating Assets - including, in the case of the Alpine Bank Claim
Holder, any outstanding post-petition credit extended to the Debtor by Alpine Bank with
Bankruptcy Court approval, provided however that, any Bid by the Wilhelm Claim
Holder must include cash up to and including amounts for the payment of (i) the amount
of taxes then due and secured by liens on the Debtor's real and personal property; (ii) up
to the. amount of the allowed obligations of the Debtor to Alpine Bank; and (iii) the
amount by which such Bid exceeds the amount of the foregoing tax liens and allowed
secured chums of Alpine Bank and Wilhelm. The Wilhelm Claim Holder shall execute
and deliver an AP A to the Mediator as a condition of his initial bid at the Auction.
4. The Alpine Bank Claim Holder and the Wilhelm Claim Holder must provide written
notice to the Mediator, with a copy to Keen Realty and the Oversight Parties, of their
intent to credit Bid no later than 5:00p.m. prevailing Mountain Time on December 6,
2012 (''Election Deadline"). Additionally, to the extent that any Bid by the Wilhelm
Claim Holder must include a cash component in addition to the amount of its allowed
credit Bid, if the Wilhelm Claim Holder intends to submit a Bid it must pre-qualify in the
amount of such cash component.
5. If Alpine credit Bids at the Auction, it shall no later than the time of its Bid specifically
designate which of the Operating Assets listed in the AP A to which such credit Bid
applies. Notwithstanding section VII.G, the Alpine Claim Holder need not provide or
increase any deposit if it is the Successful Bidder, and ifthe holder of the Wilhelm Claim
is the Successful Bidder, section VII.G and the percentage set forth therein shall apply
only to the extent of the cash components of such Successful Bid.
IX. SALE HEARING
1. Notice and Approval of the Successful Bid. Following the Bid Deadline and/or the
Auction, if conducted, the Debtor shall file in the Bankruptcy Case and serve upon all
required notice parties notice of the Successful Bid amount, the Successful Bidder, the
Backup Bid amount" and the Backup Bidder (if any), subject to Bankruptcy Court
approval, by no later than 5:00 p.m., prevailing Mountain Time, on December 12, 2012.
2. Sale Hearing and Approval. The Debtor and Committee have filed a motion for approval
of the Sale of the Operating Assets, subject to the completion of the Sale process set out
in these Bid Procedures (the "Sale Motion").
A. A final, evidentiary hearing to confirm the results of the Sale, to confirm the
results of the Auction, and to consider all of the other relief requested in the Sale
Motion (the "Sale Hearing") shall be held before the Bankruptcy Court on
.December , 2f)t0, at :a..m.lp.lll., prevailing Mountain Time.
B. Following approval of the Successful Bid at the Sale Hearing, then the Debtor
may close on the Successful Bid or Backup Bid.
C. An appeal of the Order approving the Sale of the Operating Assets entered in
the forrri approved by the Successful I Backup Bidder (as applicable) shall
, not, absent a stay pending appeal or injunction enjoining the closing of such
' Sale, relieve any party of the obligation to close the Sale.
BID PROCEDURES
4842-7095-1441.6
PAGE 11
202
X. MISCELLANEOUS
A party's participation in the Sale process outlined herein shall constitute: (i) consent by
such party to be subject to the jurisdiction of the Bankruptcy Court, for all purposes, in
connection with any and all matters relating to the Sale of the Operating Assets and these Bid
Procedures; and (ii) the party's acknowledgment of its review, understanding and acceptance of
all of the Bid Procedures outlined herein.
BID PROCEDURES
4842-7095-1441.6
PAGEI2
202
4842-7095-1441.6
EXHIBIT A
[CONFIDENTIALITY AGREEMENT]
202
CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (the "Agreement") is hereby entered into for the benefit
of Cordillera Golf Club, LLC, dba The Club at Cordillera (the "Debtor"), a Delaware limited
liability company and Debtor in bankruptcy under Case Number 12-24882-ABC (Bankr. D.
Colo.) (the "Bankruptcy Case"), by , a corporation
("Recipient") (Debtor and Recipient herein collectively referred to as the "Parties"), to evidence
the Parties' agreement, effective as of , 2012, with respect to Debtor's
disclosure of certain Confidential Information (as defined herein below) to Recipient in
connection with Recipient's evaluation of the possibility of a business transaction between the
Parties pursuant to which Recipient would acquire certain of Debtor's assets (a "Transaction").
RESTRICTIONS AND OBLIGATIONS
1. Recipient recognizes and acknowledges that, during the course of Recipient's evaluation
of a Transaction, Recipient will receive Confidential Information from Debtor, and that
such information is proprietary to and the property of Debtor. Recipient agrees to take all
reasonable precautions against disclosure of the Confidentiai Information to third
persons, except as expressly authorized herein. Without limiting the foregoing, Recipient
shall take at least those measures that it takes to protect its own most highly confidential
information.
2. Recipient may disclose the Confidential Information to any co-bidders in any
circumstance where Recipient has joined with others to submit a joint bid, its officers,
directors, agents, employees, prospective financing sources, and representatives,
including fmancial and legal advisors, on a need-to-know basis solely in connection with .
evaluating the Transaction (collectively, "Representatives"). Representatives shall be
informed by Recipient of the confidential nature of the Confidential Information and shall
be directed by Recipient to treat the Confidential Information confidentially. Recipient
agrees to be responsible for the actions of its Representatives and for any breach of the
terms of this Agreement by such a Representative. Recipient agrees not to disclose or use
any Confidential Information, except as required in connection with Recipient's
evaluation of a Transaction with Debtor or as required by law, provided that if such
disclosure is required by law, Recipient shall give Debtor prompt written notice of such
requirement prior to such disclosure and assist Debtor in protecting the Confidential
Information from public disclosure.
3. Upon Debtor's written request or, if earlier, upon Recipient's and/or Debtor's
determination not to proceed with a Transaction, Recipient shall return to Debtor or
destroy all materials in the possession, or under the control, of Recipient that contain
Confidential Information, including any reports, analyses, memoranda and other
materials that were prepared by Recipient, or any of its Representatives, and that include
or were based on Confidential Information. If Recipient elects to destroy such
information, it shall promptly certify in writing to Debtor that Recipient has destroyed all
such information in accordance with this Agreement.
DEFINITION OF CONFIDENTIAL INFORMATION
1. "Confidential Information" means information, knowledge or data that is nonpublic,
confidential or proprietary in nature that is disclosed to or made known to Recipient by
4842-7095-1441.6
Page I
202
Debtor in connection with, as a consequence of, or by virtue of Recipient's evaluation of
a Transaction with Debtor, including, without limitation, Debtor's business operations,
financial statements, services, products, formulas, pricing strategies, computer programs
and systems, trade secrets, inventions, processes, research and development, work
performed or to be performed for customers or prospects, membership lists, customer
records, current or prospective customers, prospects, lists of employees and salary
information, marketing plans and strategies, forecasts, budgets, compilations, data,
studies' and other similar material. Such information shall be deemed Confidential
Information regardless of whether disclosed orally, in writing or in any other form or
mediUll1 (including without limitation electronic or computer-based data) and includes
without limitation information obtained by meeting with representatives of Debtor and all
notes, analyses, compilations, forecasts, reports, studies or other materials (in whatever
form, whether documentary, computer storage or otherwise) prepared by Recipient or its
Representatives that contain or otherwise reflect such information.
2. Recipient acknowledges that Debtor has spent significant time, effort, and money to
develop the Confidential Information, which Debtor considers vital to its business and
goodwill. Recipient also acknowledges that the Confidential Information has been or
will be communicated to or acquired by Recipient in the course of evaluation of a
with Debtor, and Debtor desires to proceed with the possibility of a
with Recipient only if, in doing so, it can protect its Confidential Information
and goodwill.
3. Exclusions from Confidential Information. The Parties agree that Confidential
Information shall not include any information to the extent that the information: (i) is or
becomes generally available to the public other than as a result of a breach of this
Agreement by Recipient or its Representatives, (ii) is or becomes available to Recipient
on a non-confidential basis from a source which is entitled to disclose it to Recipient, (iii)
is in Recipient's rightful possession prior to receipt from Debtor and was not subject to
any obligation of confidentiality, or (iv) is or was independently developed by Recipient
without using the Confidential Information received from Debtor.
4. Injunctive Relief; Enforcement. It is hereby understood and agreed that damages shall
be an inadequate remedy in the event of a breach by Recipient of any of the foregoing
covenants and that any such breach by Recipient will cause Debtor great and irreparable
injury and damage. Accordingly, Recipient agrees that Debtor shall be entitled, without
waiving any additional rights or remedies otherwise available to Debtor at law or in
equity or by statute, to injunctive and other equitable relief in the event of a breach or
intended or threatened breach by Recipient of any of said covenants. In the event of
litigation relating to this Agreement, the non-prevailing Party shall reimburse the
prevailing party for its costs and expenses (including, without limitation, reasonable
attorneys' fees and expenses) incurred in connection with such litigation.
5. NO WARRANTY. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS IS."
DEBTOR MAKES NO WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE,
REGARDING ITS ACCURACY OR COMPLETENESS.
6. No License. All Confidential Information of Debtor and copies thereof are, and will
remain,, exclusively owned by Debtor. All items and information prepared by Recipient
incorporating or derived from any part of the Confidential Information of Debtor will
4842-7095-1441.6
Page2
202
also be considered Confidential Information of Debtor and owned exclusively by Debtor.
Nothing in this Agreement is intended to grant any rights to Recipient under any patent,
mask work right or copyright of Debtor, nor shall this Agreement grant to Recipient any
rights in or to the Confidential Information of Debtor except as expressly set forth herein.
MISCELLANEOUS
1. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws ofthe State of Colorado.
2. Severability. In case any one or more of the provisions. contained herein shall, for any
reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this Agreement, and
this Agreement shall be construed as if such provision(s) had never b ~ e n contained
herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the
extent necessary to remove the invalidity, illegality or unenforceability.
3. Waiver. No waiver by Debtor of any breach by Recipient of any ofthe provisions ofthis
Agreement shall be deemed a waiver of any preceding or succeeding breach of the same
or any other provisions hereof. No such waiver shall be effective unless in writing and
then only to the extent expressly set forth in writing.
4. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with
respect to the subject matter contained herein, provided that nothing herein shall act to
affect, modify or amend any other confidentiality or nondisclosure agreement entered
into by the Debtor and any other person or entity. Neither this Agreement nor the
disclosure or receipt of the Confidential Information or any other activity contemplated
hereunder shall constitute, or imply, any promise or intention by either Party to enter into
any type of business transaction or relationship with the other party. This Agreement
may be amended only by a subsequent written agreement executed by both Parties.
5. No Assignment. This Agreement is non-assignable, and none of the rights conferred
hereby may be assigned or transferred by Recipient to any third party.
6. Warranty of Authority. Each of the signatories hereto hereby warrants that he/she is fully
authorized to execute this Agreement on behalf of the Party for whom he/she is signing.
7. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement, and all of which, when
taken together, shall be deemed to constitute one and the same agreement. The exchange
of copies of this Agreement and of signature pages by facsimile transmission or other
electronic means shall constitute effective execution and delivery of this Agreement as to
the Parties and may be used in lieu of the original Agreement for all purposes. Signatures
of the parties transmitted by facsimile or other electronic means shall be deemed to be
their original signatures for any purpose whatsoever. Notwithstanding the foregoing, this
Agreement is entered into for the benefit of the Debtor and its estate in the Bankruptcy
Case, and accordingly, is binding upon execution of the Recipient irrespective of
execution by the Debtor.
4842-7095-1441.6
Page3
202
IN WITNESS WHEREOF, the undersigned representatives of the Parties have executed
this Agreemen;t effective as of the date first written above.
DEBTOR:
The Cordillera Golf Club, LLC, dba The
Club at Cordillera
By: ______ ~ - - - - - - - - - - - - - - -
Name:
Title:
RECIPIENT:
By: ______ ~ - - - - - - - - - - - - - - - -
Name:
Title:
CONFIDENTIALffY AGREEMENT
4842-70951441.6
Address for Notices to Debtor:
Fax: _______ _
Address for Notices to Recipient:
Fax: _______ _
Page4
202
Disclaimer & Conditions of Use
This Memorandum is being provided to You in connection Your interest in a Transaction. The purpose of
this Memorandum is to furnish You with certain information regarding a prospective Transaction and
certain of the risks attendant thereto. All of the information contained in this Memorandum is based on
the current, good faith understanding of the Company and its advisors.
This Memorandum contains proprietary non-public information regarding the operations, business,
expectations, plans and prospects of the Company.
The Evaluation Material has been prepared by Company for the purpose of providing You with general
information to assist You in making Your own evaluation of the Company and its assets and does not
purport to contain all of the information that You may desire. No representation or wa'rranty, express or
implied, is made by the Company and/or its Advisors as to the accuracy or completeness of the
Evaluation Material.
In all cases, You should conduct Your own investigation and analysis of the Company, its assets, and of
the Evaluation Material. The Evaluation Material should not be relied upon as a promise or
representation by the Company and/or Advisory as _to the past or the future performance of the
Company or the value of Company's business or assets. The contents of this Memorandum have not
been audited and have not been independently verified by Advisor.
The Company and/or Advisor: (A) expressly disclaim any and all liability relating to the use of the
Evaluation Material; (B) undertake no obligation to update the Evaluation Materials and any estimates,
projections and forward-looking statements, if any, contained therein; and (C) do not undertake any
obligation to provide You with access to any additional information.
The delivery of this Memorandum shall not create an implication that there have been no changes in the
affairs of the Company since the date hereof or that the information herein is correct as of any time
subsequent to the date of this Memorandum. This Memorandum supersedes and replaces any and all
previous information delivered or made available to You by or on behalf of the Company.
All Evaluation Material should be read in conjunction with and is subject to this Disclaimer & Conditions
of Use statement, as well as the Forward looking Statements/Important Factors and Associated Risks
provisions set forth below. Only those representations and warranties to the extent made in a
definitive, written agreem.ent executed by the Company, subject to such limitations and restrictions as
may be specified therein, shall have any binding or legal effect.
Your participation in this process does not assure any transaction with the Company. The Company may
enter into a definitive agreement with another party with Bankruptcy Court approval.
By accepting this Memorandum, You confirm that You are bound by all of the provisions of Your
Confidentiality and Non-Disclosure Agreement with the Company.
Advisor is acting as the Company's intermediary in connection with the proposed Transaction.
Only Advisor is: (a) authorized to distribute this Memorandum and other Evaluation Materials to you,
and '(b) authorized to respond to your questions and comments concerning Company, the Club Facilities,
and/or a Transaction. You should not proceed to close a Transaction unless you are satisfied that
Company and Advisor have provided You with all necessary Evaluation Materials and responded to all of
Your questions and concerns. Advisor will arrange all contacts for appropriate due diligence. You agree
not to contact the Company or any of the Company's other advisors, management or personnel
regarding due diligence.
202
You are not to construe the contents of this Memorandum, the Evaluation Materials, or any other
communications from Company and/or Advisor as legal or tax advice. You should consult Your own
attorney, accountant and other advisors, at Your own expense, for advice as to: (a) the legal, tax,
economic, and other consequences of a Transaction, and (b) the suitability of a Transaction to You and
Your circumstances.
This Memorandum does not constitute an offer or solicitation to any person residing in a jurisdiction
where such offer or solicitation is not authorized or in which the person making the offer or solicitation
is not qualified to do so.
Any and all Transactions are subject to Bankruptcy Court approval.
All communications, inquiries, and requests for information regarding the Company should be directed
to the Advisor's personnel listed below:
GA Keen Realty Advisors, LLC
Ste 1001, 130 W. 42 St., New York, NY 10036
. (646)- 381-9222
Harold J. Bordwin -Co-President,
Ext. 4301
h bordwin @GreatAmerica n .com
Craig Fox- Senior VP
Ext. 4303
cfox@GreatAmerican.com
Matt Bordwin - Co-President,
Ext. 4302
mbordwin@GreatAmerican.com
Stacy Ferrone -Senior Associate
Ext. 4308
sferrone@GreatAmerican.com
202
Forward Looking Statements
Important Factors and Associated Risks
This Memorandum and the Evaluation Materials may contain certain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21 E of the Securities Exchange Act of 1934, as
amended, and, to the extent applicable, the Company intends that such forward-looking statements be
subject to the safe harbors created thereby. These forward-looking statements include the plans and
objectives of the Company for future operations, Including plans and objectives relating to the future
economic performance of the Company. The forward-looking statements and associated risks set forth in
this Memorandum include or relate to the successful implementation and operation of the Company's
business plan. Actual results and developments may differ materially from Company's expectations and
predictions which are reflected in this Memorandum and in the Evaluation Materials. Such discrepancies
between actual results and the Company's expectations and predictions may be due to a number of risks and
uncertainties, many of which are beyond the control of Company.
All subsequent written and oral forward-looking statements attributable to the Company and/or Advisor are
expressly qualified in their entirety by the cautionary statements contained or referred to In this section and
the "Disclaimer & Conditions of Use'' above.
The forward-looking statements Included herein are based on Company's current expectations that Involve a
number of risks and uncertainties. These forward-looking statements are based on various assumptions
regarding the Company and its proposed operations. Such assumptions involve judgments with respect to,
among other things, the resolution of Company's Bankruptcy Proceeding, the outcome of various litigations
In which the Company and its principals are both plaintiffs and defendants, the value of Company's assets,
future economic, competitive and market conditions and future business decisions, all of ~ h i c h are difficult
or impossible to predict accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements are reasonable, any of
the assumptions could prove inaccurate and, therefore, there can be no assurance that the results
contemplated in forward-looking information will be realized. In addition, as also disclosed elsewhere in this
document, the business and operations of the Company are subject to substantial risks, which increase the
uncertainty inherent in such forward-looking statements. II'! light of the significant uncertainties inherent in
the forward-looking statements included herein, the inclusion of such Information should not be regarded as
a representation by the Company and/or Advisor that the objectives or plans of the Company will be
achieved.
The Company and/or Advisor are not making any recommendations and the recipient of this Memorandum
should not infer any representation about the likely existence of any particular future set of facts or
circumstances.
The spreadsheets a n ~ business models included with these Evaluation Materials constitute forward-looking
statements. In addition, the words "estimate," "anticipate," "plan," "Intend," "expect," "proposed," and
similar expressions are intended to identify forward-looking statements. These forward-looking statements
involve and are subject to known and unknown risks, uncertainties and other factors which could cause the
actual results, performance (financial or operating) of the Company or achievements to differ materially from
the outcomes, expressed or implied, by such forward-looking statements or the projections set forth herein.
You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date hereof. The Company specifically disclaims any obligation to release any revisions to these forward-
looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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----------------------------------
EXHIBITB
[BIDDER INFORMATION SHEET]
4842-7095-1441.6
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. BIDDER INFORMATION SHEET
The following information is hereby provided by the Potential Bidder (as defined below) in
accordance with the Bid Procedures approved by order of the U.S. Bankruptcy Court for the
District of Colorado in the case of In re Cordillera Golf Club, LLC, dba The Club at Cordillera,
Case No. 12-24882-ABC (the "Bid Procedures"). Unless separately defined herein, all
capitalized terms shall have the meanings assigned to them in the Bid Procedures.
POTENTIAL BIDDER'S NAME:
::-..................... -------------("Potential Bidder")
TAX IDENTIFICATION NUMBER: ________ _
POTENTIAL BIDDER'S ADDRESS:
POTENTIAL BIDDER'S LEGAL COUNSEL
AUTHORIZED OFFICER(S)/AGENT(S):*
*such individuals as have been authorized to act on behalf of Potential Bidder
in communicating with the Mediator I Debtor on matters regulated by the Bid Procedures.
Nrune: ______________ _
Title:
OfficePhone: - - - ~ - - - - - - - - - - - -
Fax:
Cell Phone: ___________________ _
E-Mail: ____________________ _
Name: _______________ __
Title:
Office Phone: ----------------
Fax:
Cell Phone: ___________ _
E-Mail: _____________ __
[add additional names and contact information as appropriate]
ACKNOWLEDGMENT
By signing below, the undersigned (as the Potential Bidder or as the representative ofthe
Potential Bidder authorized to execute and submit this Bidder Information Sheet on behalf of the
Potential Bidder) hereby (i) represents that Potential Bidder has a bona fide interest in submitting
a Bid for the purchase of all or some of the Debtors' Operating Assets, and that Potential Bidder
is hereby submitting this executed Bidder Information Sheet to request Due Diligence Access
and to participate in the sales process established under the Bid Procedures; (ii) acknowledges
that the undersigned has reviewed and understands all of the Bid Procedures and that Potential
Bidder accepts and agrees to be bound by all of the Bid Procedures; and (iii) acknowledges
Potential Bidder's consent to be subject to the jurisdiction of the Bankruptcy Court, for all
4842-7095-1441.6
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purposes, in connection with any and all matters relating to the Sale and the Bid Procedures.
Dated: _______ _
[signature]
Title: __________ _
4842-7095-1441.6
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EXHIBITB
PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
8
4851-8244-6609.2
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PURCHASE AND SALE AGREEMENT
AND ESCROW INSTRUCTIONS
CORDILLERA GOLF CLUB, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
"SELLER"
AND
A ______________________ __
"BUYER"
CORDILLERA GOLF CLUB
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TABLE OF CONTENTS
ARTICLE 1 CERTAIN DEFINITIONS ........................................................................................ 2
ARTICLE 2 PURCHASE, PURCHASE PRICE AND PAYMENT ............................................. 9
2.1 Purchase and Sale of Property ................................................................................ 9
2.2 Purchase Price ....................................................................................................... 12
2.3 Allocation .............................................................................................................. 13
ARTICLE 3 ESCROW ................................................................................................................. 13
ARTICLE 4 CONDITION OF TITLE TO REAL PROPERTY .................................................. 13
ARTICLE 5 SELLER'S DELIVERIES ....................................................................................... 13
5.1 Seller's Deed ......................................................................................................... 13
5.2 Quitclaim Deed for Water Rights ......................................................................... 13
5.3 Bill of Sale ............................................................................................................ 14
5.4 Assignment of Trade Names and Trademarks ...................................................... 14
5.5 Assignment and Assumption of Contracts ............................................................ 14
5.6 Assignment and Assumption of Leases ................................................................ 14
5.7 Assignment ofPermits. Entitlements, Intangibles and IP ..................................... 14
5.8 Assignment and Assumption of Water Contracts ................................................. 14
5.9 Certificate of Non-Foreign Status and Form 1099 ............................................... 14
5.10 Assignment of Contract (GMR/No. 3-07-50-W0903) .......................................... 14
5.12 Assignment of Contract (River District/No. CRWCD 99-12) .............................. 14
5.13 Seller's Closing Statement .................................................................................... 14
5.14 Seller's Charges .................................................................................................... 14
5.15 Seller's Affidavits, Certificates and Evidence of Authority ................................. 14
5.16 Keys and Additional Items .................................................................................... 14
5.17 Additional Documents ............................................................. ~ ............................ 14
ARTICLE 6 BUYER'S DELIVERIES ........................................................................................ 15
6.1 Closing Deposit ..................................................................................................... 15
6.2 Assignment of Trade Names and Trademarks ...................................................... 15
6.3 Assignment and Assumption of Contracts ............................................................ 15
6.4 Assignment and Assumption of Leases ................................................................ 15
6.5 Assignment ofPermits, Entitlements, Intangibles and IP ..................................... 15
6.6 Assignment and Assumption of Water Contracts ................................................. 15
6.9 Assignment of Contract (River District/No. CRWCD 99-12).. ............................ 15
6.10 Buyer's Closing Statement ................................................................................... 15
6.11 Buyer's Charges .................................................................................................... 15
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6.12 Buyer's Affidavits, Certificates and Evidence of Authority ................................. 15
6.13 Additional Documents .......................................................................................... 16
ARTICLE 7 CONDITIONS TO CLOSING; CLOSING; TERMINATION UPON
DEFAULT; AND SPECIAL BANKRUPTCY TERMS .................................................. 16
7.1 Conditions to Obligations of Buyer ...................................................................... 16
7.2 Conditions to Obligations of Seller ...................................................................... 16
7.3 Casualty ................................................................................................................. 17
7.4 Closing .................................................................................................................. 17
7.5 failure of Conditions to Closing ........................................................................... 17
7.6 Breach/Termination .............................................................................................. 18
ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF SELLER .................................. 19
8.1 Organization, Power and Authority ...................................................................... 19
8.2 Non-Foreign Status ............................................................................................... 19
8.3 Survival ................................................................................................................. 19
ARTICLE 9 REPRESENTATIONS AND WARRANTIES OF BUYER ................................... 20
9.1 Organization, Power and Authority ...................................................................... 20
9.2 No Conflicts or Violations .................................................................................... 20
9.3 Approvals .............................................................................................................. 20
9.4 Prohibited Persons and Transactions .................................................................... 20
9.5 Survival ................................................................................................................. 21
ARTICLE 10 COSTS, EXPENSES AND PRORATIONS .......................................................... 21
1 0.1 Costs and Expenses ............................................................................................... 21
ARTICLE 11 ACTIONS TO BE TAKEN AT THE CLOSING .................................................. 21
11.1 Actions by Escrow Agent ..................................................................................... 21
ARTICLE 12 PROPERTY CONVEYED "AS-IS"; SELLER RELEASE;
INDEMNIFICATION ....................................................................................................... 22
12.1 Condition of the Property ...................................................................................... 22
12.2 Buyer's Release .................................................................................................... 24
12.3 Restrictions on Transfer of Property; Third Party Consents ................................. 25
12.4 Survival ................................................................................................................. 25
ARTICLE 13 BROKERS ............................................................................................................. 25
ARTICLE 14 MISCELLANEOUS .............................................................................................. 25
14.1 Assignment ........................................................................................................... 25
14.2 ,Notices .................................................................................................................. 25
14.3 Binding Offer from Buyer .................................................................................... 26
14.4 Inspection Rights .................................................................................................. 26
14.5 Entire Agreement .................................................................................................. 27
14.6 'Severability ........................................................................................................... 27
14.7 Remedies ............................................................................................................... 27
14.8 Headings ............................................................................................................... 28
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14.9 Countemarts .......................................................................................................... 28
14.10 Attorneys' Fees ..................................................................................................... 28
14.11 Governing Law and Adjudication ......................................................................... 28
14.12 No Third Party Beneficiary ................................................................................... 28
14.13 Binding Effect ....................................................................................................... 28
14.14 Survival ................................................................................................................. 28
14.15 Time of the Essence .............................................................................................. 28
14.16 Rules of Construction ........................................................................................... 28
14.17 Further Assurances ................................................................................................ 28
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EXHIBITS
A Legal Description of the Land
B Seller's Deed
C Quitclaim Deed for Water Rights
D Bill of Sale
E Assignment and Assumption of Leases
F Assignment of Trade Names and Trademarks
G Assignment and Assumption of Contracts
H Assignment of Permits, Entitlements, Intangibles and IP
I Assignment and Assumption of Water Contracts
J Certificate ofNon-Foreign Status
K Assignment of Contract (GMR/No. 3-07-50-W0903)
L Assignment of Contract (GMR/No. 4-07-60-W1015)
M Assignment of Contract (River District/No. CRWCD 99-12)
SCHEDULES
1.0
2.1(b)
2.l(c)
2.1(d)
2.l(e)
2.l(f)
2.l(g)
2.l(h)
2.1(i)
4.0
12.1
E x c l u d ~ d Property
Personal Property
Leases
Assumed Contracts
Permits
Intangibles
Entitlements
Trade Names and Trademarks
Water Contracts
Permitted Title Exceptions
NOAS Documents
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TO:
PURCHASEANDSALEAGREEMENT
AND ESCROW INSTRUCTIONS
----------("Escrow Agent")
Escrow No. ______ ("Escrow")
Escrow/Title Officer:
----
Tel:(_) _____ _
Fax:(_) _____ _
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THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS
("Agreement") is made and dated for reference purposes as of the_ day of December 2012
(the "Effective Date"), by and between CORDILLERA GOLF CLUB, LLC, a Delaware limited
liability company, debtor and debtor-in-possession in the Bankruptcy Case (as defined below)
("Seller"), and , a (herein together with the permitted
assign(s), referred to as "Buyer"), each of whom shall sometimes separately be referred to herein
as a "Party" and both of whom shall sometimes collectively be referred to herein as the "Parties,"
and constitutes: (a) a binding purchase and sale agreement between Seller and Buyer; and (b)
escrow instructions to Escrow Agent whose consent appears at the end of this Agreement.
RECITALS
A. WHEREAS, Seller is the debtor and debtor in possession in connection with a
Chapter 11 bankruptcy case pending in the United States Bankruptcy Court for the District of
Colorado, Case No. 12-24882-ABC (the "Bankruptcy Case").
B. WHEREAS, Seller continues in the possession and control of its assets and
properties in accordance with Sections 1107 and 1108 ofthe Bankruptcy Code.
C. WHEREAS, Seller owns, operates and manages the Property (as defined below),
commonly referred to as Cordillera Golf Club (the "Club") located in the County of Eagle, State
of Colorado.
D. WHEREAS, Seller is authorized by the Bankruptcy Court to offer the Property
for sale, subject to the terms and conditions hereunder, receipt of final approval and order of the
Bankruptcy Court pursuant to the Bankruptcy Code, and to the matters set forth in that certain
[Order Authorizing Motion to: (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 Order"). This Agreement shall constitute an Asset Purchase
Agreement, as such term is referred to in Section[_] ofthe Sale Procedures Order.
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E. WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to
Purchaser, the Property (as defined below), all in accordance with the terms and provisions of
this Agreement.
F. WHEREAS, Buyer is entering into this Agreement as a "Bidder" (as such term is
defined in the Sale Procedures Order).
NOW, THEREFORE, in consideration of the mutual covenants, promises and
agreements contained herein and for other good and valuable consideration, the receipt and
sufficient of which is acknowledged, and intending to be legally bound, Seller and Buyer agree
as follows:
ARTICLE 1
CERTAIN DEFINITIONS
In addition to those terms defined elsewhere in this Agreement, the following terms have
the meanings set forth below:
"Additional Deposit" shall have the meaning given to such term in Section 2.2(b) hereof.
"Affiliate" when used with respect to any Person from time to time, has the meaning set
forth in 101 (2) of the Bankruptcy Code.
"Agreement" shall mean this Purchase and Sale Agreement and Escrow Instructions
dated as of the_ day of December, 2012, by and between Seller and Buyer, together with all
Exhibits and Schedules attached hereto.
"Assignment and Assumption of Contracts" means the Assignment and Assumption of
Contracts, substantially in the form of Exhibit "G" attached hereto and incorporated herein by
reference.
"Assignment and Assumption of Leases" means the Assignment and Assumption of
Leases, substantially in the form of Exhibit "E" attached hereto and incorporated herein by
reference.
"Assignment of Contract {GMR/No. 3-07-50-W0903)" means the Assignment of
Contract (GMR/No. 3-07-50-W0903), substantially in the form of Exhibit "K" attached hereto
and incorporated herein by reference.
"Assigqment of Contract (GMR/No. 4-07-60-W1015)" means the Assignment of
Contract (GMR/No. 4-07-60-W1015), substantially in the form of Exhibit "L" attached hereto
and incorporated herein by reference.
"Assignment of Contract (River District/No. CR WCD 99-12)" means the Assignment of
Contract (River District/No. CRWCD 99-12), substantially in the form of Exhibit "M" attached
hereto and incorporated herein by reference.
2
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"Assignment of Permits, Entitlements, Intangibles and IP" means the Assignment of
Permits, Entitlements, Intangibles and IP, substantially in the form of Exhibit "H" attached
"Assignment of Trade Names and Trademarks" means the Assignment and License of
Trade Names and Trademarks, substantially in the form of Exhibit "F" attached hereto and
incorporated herein by reference.
"Assignment and Assumption of Water Contracts" means the Assignment and
Assumption of Water Contracts, substantially in the form of Exhibit "I" attached hereto and
"Assumed Contracts" shall have the meaning given to such term in Section 2.1(d) hereof.
"Assumed Liabilities" means: (i) the Permitted Title Exceptions; (ii) all costs and
expenses payable by Buyer pursuant to this Agreement (including, without limitation, pursuant
to Section 10.l(b) hereof); (iii) real and business personal property taxes and assessments
secured by statutory liens against the Property in favor of taxing authorities; (iv) all liabilities
and obligations relating to the Assumed Contracts, the Leases, the Permits, the Intangibles, the
Entitlements, the IP, the Trade Names and Trademarks, the Water Contracts and any other
Property, that accrue from and after the Closing; and (v) the obligation to pay any "cure" amount
under 365 of the Bankruptcy Code pursuant to this Agreement, in each case together with all
Claims with respect thereto.
"Bankruptcy Case" shall have the meaning ascribed to such term in Recital A of this
Agreement.
"Bankruptcy Code" shall mean Title 11 of the United States Code, as the same may be
amended from time to time.
"Bankruptcy Court" shall mean the United States Bankruptcy Court for the District of
Colorado or such other court having jurisdiction over the Bankruptcy Case.
"Bid Procedures" means the bid procedures governing the sale of the Property, which
procedures were approved in the Sale Procedures Order.
"Bill of Sale" means the Bill of Sale, substantially in the form of Exhibit "D" attached
"Books and Records" shall mean the books and records relating to the business of
owning, operating, maintaining and/or managing the Property, including, without limitation: (i)
all accounting, financial, tax, employment, sales, billing, collection and other records, (ii) all
policy manuals, marketing plans and promotional materials; (iii) all machinery and equipment
diagrams and plans, operating manuals and other information relating to equipment and systems;
(iv) all books and records relating to any Claims; and (v) all maps, plats, suppliers lists and
catalogs. The term "Books and Records" shall specifically exclude the Excluded Property.
Additionally, although not included in the definition of "Books and Records," Buyer shall also
have the right to receive and review copies of the Membership Documents (excluding any
3
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portion of the Membership Documents that contains private, confidential or privileged
information). Buyer shall provide Seller with written notice of the Books and Records and
Membership Documents Buyer desires to have copied within five (5) Business Days after the
Effective Date, and copies of the Books and Records and Membership Documents shall
thereafter be made by Seller (at Buyer's sole cost and expense) and made available to Buyer.
"Busi11fss Day" means any day other than a Saturday, Sunday or any United States
federal legal holiday.
"Buyef' shall have the meaning given to such term in the Preamble of this Agreement.
"Calendar Day" means any day of the week including a Business Day.
"Cash" means legal tender of the United States of America represented by either: (a)
currency; or (b) immediately available funds wire transferred or otherwise deposited into the
designated recipient's account pursuant to wiring instructions provided at such recipient's
direction.
"Certifjcate of Non-Foreign Status" means a certificate substantially in the form of
Exhibit "J" attached hereto and incorporated herein by reference.
"Claims" means Seller's rights, claims, counterclaims, cross claims, credits, causes of
action and rights of set off against third parties: (a) under any manufacturers' and/or vendors'
warranties relating to the Property; and (b) with respect to the Assumed Liabilities. The term
"Claims" shall specifically exclude the Excluded Property.
"Closing" means the consummation of the purchase and sale of the Property hereunder
and the recordation of Seller's Deed in the Official Records of Eagle County, State of Colorado.
"Closing Date" means that date that is on or before (_) Calendar Days
after the entry 'by the Bankruptcy Court of the Sale Order approving the Sale at the Sale Hearing
(or, if applicable, such other date mutually agreed to in writing by the Parties and as approved by
the Bankruptcy Court), but in no event later than December 28, 2012, unless a later date is
approved by the Bankruptcy Court.
"Closing Deposit" shall have the meaning given to such term in Section 2.2(c) hereof.
"Club" shall have the meaning given to such term in Recital C hereof.
"Clubhouse" and "Clubhouses" shall individually and collectively refer to each of the
clubhouses and related improvements located on the Land, as the context may require.
"Club :Facilities" shall collectively refer to the Golf Courses, the Clubhouses, the
Restaurant Facilities and the Recreational Facilities.
"Code'f shall mean the Internal Revenue Code of 1986, as amended, or corresponding
provisions of subsequent federal revenues laws.
'
\,
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"Contracts" shall mean all written or oral agreements relating to the management,
maintenance and/or operation of the Property. The term "Contracts" shall specifically exclude
the Leases and the Water Contracts.
"Deposit" shall mean the Initial Deposit and the Additional Deposit, as applicable,
together with all interest accrued thereon, if any, while in Escrow Agent's possession or control.
"Effective Date" shall have the meaning given to such term in the Preamble of this
Agreement.
"Entitlements" shall have the meaning given to such term in Section 2.1 (g) hereof.
"Environmental Laws" means all present federal, state or local laws, ordinances, codes,
statutes, regulations, administrative rules, policies and orders, and other authorities, which relate
to the environment and/or which classify, regulate, impose liability, obligations, restrictions on
ownership, occupancy, transferability or use of the Real Property, and/or list or define hazardous
substances, materials, wastes, contaminants, pollutants and/or the Hazardous Materials and any
similar federal, state or local laws and ordinances and the regulations now or hereafter adopted,
published and/or promulgated pursuant thereto and other state and federal laws relating to
industrial hygiene, environmental protection or the use, analysis, generation, manufacture,
storage, disposal or transportation of any Hazardous Materials.
"Escrow" shall have the meaning given to such term in Section 2.2(a) hereof.
"Escrow Agent" shall mean located at
Attention: ; Phone (_) ____ ; Facsimile: l_) ; Email ____ _
"Escrow Opening Date" shall have the meaning given such term in Article 3 hereof.
"Excluded Liabilities" shall mean all Liabilities that are not Assumed Liabilities.
"Excluded Property" shall mean any and all of Seller's right, title or interest in, to, or
under the following: (i) Seller's original Books and Records; (ii) Seller's Tax Records; (iii)
records pertaining to Seller's limited liability company affairs or contributions, distributions or
payments of member loans or capital; (iv) any and all records relating to the Excluded Property,
inclusive of claims or litigation proceedings relating thereto; (v) any and all records subject to
attorney-client privilege, attorney work product doctrine or other legal privilege; (vi) business
plans and information; (vii) personnel records of past, current and prospective personnel; (viii)
any and all claims and/or causes of action arising in favor of Seller or the bankruptcy estate of
Seller pursuant to any provision of the Bankruptcy Code, including, without limitation, any
avoidance actions; (ix) any and all claims and/or causes of action against any Person existing as
of the date of the filing of the Bankruptcy Case or arising thereafter; (x) the Memberships, the
original Membership Documents (including any portion of the Membership Documents that
contains private, confidential or privileged information), and related books and records; (xi) any
and all Cash, accounts, accounts receivable, deposits, deposit accounts, refunds, retainers and
other cash equivalents, including without limitation any and all instruments, stocks, securities,
investments, bonds, and financial investments or financial assets; and (xii) all of the specific
items listed on Schedule 1.0 attached hereto and incorporated herein by reference.
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"Golf Course" and "Golf Courses" shall individually and collectively refer to the Valley
Course, the Mountain Course, the Summit Course and the Short Course, as the context may
apply.
"Hazar4ous Materials" means all hazardous wastes, toxic substances, pollutants,
contaminants, radioactive materials, flammable explosives, other such materials, including
without limitation substances defined as "hazardous substances," "hazardous materials," "toxic
substances," "toxic pollutants," or "infectious waste" under any applicable Environmental Laws
in effect as of the Effective Date which are regulated by reason of actual or threatened risk of
toxicity causing injury or illness.
"Improyements" means all buildings, structures, fixtures and other improvements now or
hereafter located on, over and under the Land, including, without limitation, the Club Facilities
and all cart barns, maintenance facilities and storage areas and all irrigation and water control
systems, utility lines and related fixtures and improvements, drainage facilities, landscaping,
improvements, . common areas, fencing, signs, cart paths, restrooms, drinking fountains,
roadways, walkways and parking facilities.
"Initial peposit" shall have the meaning given such term in Section 2.2(a) hereof.
"Intangibles" shall have the meaning given such to term in Section 2.1(f) hereof.
"IP" all intellectual property and other similar proprietary rights, whether
registered or uqregistered, relating to all WWW addresses, uniform resource locators and domain
names and applications and registrations therefor, currently used by Seller. The term "IP"
specifically excludes the Trade Names and Trademarks and the Excluded Property.
"Land" means those certain tracts or parcels of real property located in the County of
Eagle, State of Colorado, the description of which is set forth on Exhibit "A" attached hereto and
"Leases" shall have the meaning given to such term in Section 2.1(c) hereof.
"Liabilities" shall mean any liabilities, debts or obligations of any nature, whether
accrued, absolQte, fixed, or contingent, liquidated, unliquidated or otherwise and whether due or
to become due, and whether known or unknown.
"Liquor Licenses" means the liquor licenses held by Seller and currently in use at the
Club Facilities allowing for the sale of alcoholic beverages.
shall mean any and all losses, claims (including, without limitation, any and all
mechanics' or materialmen's liens or claims of liens), demands, causes of action, lawsuits,
arbitrations, injuries, damages, costs, fees and expenses (including reasonable attorneys' fees and
costs of litigation).
"Material Loss" means damage, loss or destruction to any portion of the Real Property,
the loss of which is equal to or greater than Two Hundred Thousand Dollars ($200,000.00)
(measured by the cost of repair or replacement).
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"Memberships" mean any and all memberships or other rights, licenses or privileges
which authorize the holder to utilize all or any portion of the Club Facilities.
"Membership Documents" shall mean originals and copies of any and all contracts for
membership in the Club, membership applications, membership plans, rules and regulations of
the Club and all amendments and modifications thereto.
"M/OP Parties" shall have the meaning given such to term in Section 12.1(a) hereof.
"Mountain Course" shall mean that certain 18-hole championship golf course, the driving
range, the practice facilities, the maintenance facility and related improvements located on the
Land.
"Mountain Course Restaurant" shall mean that certain restaurant facility commonly
known as the "Timber Hearth Grille" and related improvements located on the Land.
"NOAS Documents" shall mean all of the documents and other items listed on Schedule
12.1 attached hereto and incorporated herein by reference.
"Non-Material Loss" means damage, loss or destruction to any portion of the Real
Property, the loss of which is less than Two Hundred Thousand Dollars ($200,000.00) (measured
by the cost of repair or replacement).
"Notice" shall have the meaning given to such term in Section 14.2 hereof.
"OFAC" shall have the meaning given to such term in Section 9.4 hereof.
"Ordinary Course of Business" means any action taken by Seller that is consistent in
nature, scope and magnitude with the historical practices of Seller and is taken in the ordinary
course of the normal day-to-day operations of the Property by the Seller.
"Permits" shall have the meaning given to such term in Section 2.1 (e) hereof.
"Permitted Title Exceptions" shall mean all covenants, conditions, restrictions, interests,
encumbrances and other matters of record against the Real Property as of the Closing, as set
forth on Schedule 4.0 attached hereto and incorporated herein by reference.
"Person" means any corporation, partnership, joint venture, limited liability company,
organization, entity, association, business trust or natural person.
"Personal Property" shall have the meaning given to such term in Section 2.1 (b) hereof.
"Property" shall have the meaning given to such term in Section 2.1 hereof.
"PST" shall mean Pacific Standard Time.
"Purchase Price" shall have the meaning given to such term in Section 2.2 hereof.
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"Quitclaim Deed for Water Rights" means the Quitclaim Deed for Water Rights to be
executed and acknowledged by Seller and delivered to Buyer on or before the Closing,
substantially in the form of Exhibit "C" attached hereto and incorporated herein by reference
"Real Pjroperty" shall have the meaning given to such term in Section 2.l(a) hereof.
"Recreational Facilities" shall collectively refer to the Summit Athletic Club and the
Trailhead Family Center.
"Restaurant Facilities" shall collectively refer to the Valley Course Restaurant, the
Mountain Course Restaurant and the Summit Course Restaurant.
"Sale Hearing" shall have the meaning given to such term in the Sale Procedures Order.
"Sale Order" shall mean the "Order" issued by the Bankruptcy Court in connection with
the Bankruptcy Case, authorizing the sale and purchase of the Property by Seller to Buyer in
accordance with the terms of this Agreement and such Order.
"Sale Procedures Order" shall have the meaning given to such term in Recital D hereof.
"Seller" shall have the meaning given to such term in the Preamble of this Agreement.
"Seller's Broker" shall mean GA Keen Realty Advisors, LLC.
"Seller's Broker's Commission" shall have the meaning given to such term in Article 13
hereof.
"Seller's Deed" means the Quitclaim Deed to be executed and acknowledged by Seller
and delivered tr> Buyer on or before the Closing, in the form of Exhibit "B" attached hereto and
"Short Course" shall mean that certain 1 0-hole championship golf course, maintenance
facility and related improvements located on the Land.
"Summit Athletic Club" shall mean that certain athletic club, general store and
accompanying recreational facilities commonly known as "The Summit Athletic Club" and
related improvements (including, without limitation the swimming pool and tennis courts)
located on the Land.
"Summit Course" shall mean that certain 18-hole championship golf course, the driving
range, the practice facilities, the maintenance facilities and related improvements located on the
Land.
"Summit Course Restaurant" shall mean that certain restaurant facility commonly known
as the "The Summits" and related improvements located on the Land.
"Tax Records" means originals and copies of Seller's income tax returns, sales tax
returns, files and related books and records.
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"Trade Names and Trademarks" shall have the meaning given to such term in
Section 2.1(h) hereof.
"Trailhead Family Center" shall mean that certain recreational facility with a 2-story
lodge and swimming pool and indoor game and recreation facility and related improvements
commonly known as "The Trailhead Family Center" located on the Land.
"Transaction Documents" means the Seller's Deed, the Quitclaim Deed for Water Rights,
the Bill of Sale, the Assignment and Assumption of Contracts, the Assignment and Assumption
of Leases, the Assignment of Declarant Rights, the Assignment of Permits, Entitlements,
Intangibles and IP, the Assignment of Trade Names and Trademarks, the Assignment and
Assumption of Water Contracts, the Certificate of Non-Foreign Status, the Assignment of
Contract (GMR/No. 3-07-50-W0903), the Assignment of Contract (GMR/No. 4-07-60W1015),
and the Assignment of Contract (River District/No. CRWCD 99-12) and all other instruments or
agreements to be executed and delivered pursuant to this Agreement or any of the foregoing.
"Valley Course" shall mean that certain 18-hole championship golf course, the driving
range, maintenance facility, tennis courts, swimming pool, clubhouse, and other related
improvements located on the Land.
"Valley Course Restaurant" shall mean that certain restaurant facility commonly known
as "9 Iron Grille" and related improvements located on the Land.
"Water Contracts" shall have the meaning given to such term in Section 2.1 (i) hereof.
ARTICLE2
PURCHASE, PURCHASE PRICE AND PAYMENT
2.1 Purchase and Sale of Property. Subject to the terms and conditions set forth in
this Agreement, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall
purchase, acquire and assume from Seller, all of the right, title and interest of Seller in and to the
following property (collectively, the "Property"); free and clear of any and all liens, liabilities,
interests, encumbrances and obligations of whatsoever kind or nature, other than the Assumed
Liabilities:
(a) Real Property. The Land and the Improvements together with (a) all
rights, privileges, tenements, hereditaments, easements, rights-of-way, development rights,
entitlements, air rights, appurtenances, appendages, projections, streets, ways, alleys, and strips
and gores of land now or hereafter in anyway belonging, adjoining, crossing or pertaining to the
Land and/or the Improvements, (b) all water wells, and all portions of streams, creeks, ponds,
lakes or other bodies of water in, on or under the Land, whether such rights are riparian,
appropriated, prescriptive or otherwise, and all water rights, water allocations and water stock
and all ditch and ditch rights including, without limitation, the Water Contracts, (c) all sewer,
septic and waste disposal rights and interests applicable or appurtenant to and/or used in
connection with the operation of the Improvements, and (d) all minerals, oil, gas and other
hydrocarbons located in, on or under the Land, together with all rights to surface or subsurface
entry (collectively, the "Real Property").
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(b) Personal Property. All fixtures, building materials, equipment, machinery,
vehicles, tools. appliances, furnishings, furniture, fixtures, trade fixtures, goods held for resale,
inventory (including, without limitation, food and beverage inventory and fertilizer and pesticide
inventory), supplies, telephone and computer equipment, office machines, and other items of
tangible personal property located on the Land, in the Improvements, or used in connection with
the business of owning, operating, maintaining and/or managing the Real Property, including,
without limitation, copies of the Books and Records and copies of the Membership Documents,
as authorized by the Bankruptcy Court pursuant to the Sale Order, all as set forth on Schedule
2.l(b), attached hereto and incorporated herein by reference (collectively, the "Personal
Property"). The Personal Property is subject to depletion, replacement and addition in the
Ordinary Course of Business. The term "Personal Property" shall specifically exclude the
Excluded Property and the Excluded Liabilities.
(c) Leases. All of the leases, agreements and amendments thereto in effect on
the Closing with respect to the Real Property and the Personal Property as authorized by the
Bankruptcy Court pursuant to the Sale Order, all as set forth on Schedule 2.1 (c), attached hereto
and incorporated herein by reference (collectively, the "Leases"); provided, Buyer acknowledges
and agrees that the responsibility to obtain any required consent to assignment of the Leases (if
necessary beyond the authority of the Bankruptcy Court), is the sole responsibility of Buyer and
Buyer shall pay any cost or expense related to such assignment, including any "cure" amount
under 365 of the Bankruptcy Code, if applicable. The term "Leases" shall specifically exclude
the Excluded Property and the Excluded Liabilities.
(d) Assumed Contracts. All of those Contracts and the rights and benefits of
Seller thereunder relating to the operation, maintenance and/or management of the Property, as
authorized by the Bankruptcy Court pursuant to the Sale Order, all as set forth on Schedule
2.l(d), attached hereto and incorporated herein (collectively, the "Assumed Contracts");
provided, Buyer acknowledges and agrees that the responsibility to obtain any required consent
to assignment of the Contracts (if necessary beyond the authority of the Bankruptcy Court), is the
sole responsibjlity of Buyer and Buyer shall pay any cost or expense related to such assignment,
including any "cure" amount under 365 of the Bankruptcy Code, if applicable. The term
"Assumed Contracts" shall specifically exclude the Excluded Property and the Excluded
Liabilities.
(e) Permits. All certificates of occupancy, approvals, authorizations and
orders from any governmental authority and relating to the Property or the business of
owning, operating, maintaining or managing the Property, including, without limitation, the
Liquor Licenses, as authorized by the Bankruptcy Court pursuant to the Sale Order, all as set
forth on Schedlule 2.1(e) attached hereto and incorporated herein by reference (collectively, the
"Permits"); provided, (i) Seller makes no representation or warranty as to whether or not such
Liquor Licenses are assignable or transferable, and Buyer acknowledges and agrees that Buyer
must separately apply to the applicable governmental authorities for the issuance of such Liquor
Licenses; and {ii) Buyer acknowledges and agrees that the responsibility to obtain any required
consent to assignment of the Permits (if necessary beyond the authority of the Bankruptcy Court)
is the sole responsibility of Buyer and Buyer shall pay any cost or expense related to such
assignment, including any "cure" amount under 365 of the Bankruptcy Code, if applicable.
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The term "Permits" shall specifically exclude the Excluded Property and the Excluded
Liabilities.
(f) Intangibles. All of the intangible personal property relating to the
Property or the business of owning, operating, maintaining or managing the Property, including,
without limitation, goodwill and Claims as authorized by the Bankruptcy Court pursuant to the
Sale Order, all as set forth on Schedule 2.1 (f), attached hereto and incorporated herein
(collectively, the "Intangibles"); provided, Buyer acknowledges and agrees that the responsibility
to obtain any required consent to assignment of the Intangibles (if necessary beyond the authority
of the Bankruptcy Court), is the sole responsibility of Buyer and Buyer shall pay any cost or
expense related to such assignment, including any "cure" amount under 365 of the Bankruptcy
Code, if applicable. The term "Intangibles" shall specifically exclude the Excluded Property and
the Excluded Liabilities.
(g) Entitlements. All land use entitlements, development rights, sewer
capacity, density allocations and other rights or approvals relating to or authorizing the
ownership, development and/or operation of the Real Property; all plans and specifications, all
contract rights (including, without limitation, any and all guarantees and warranties relating to
the construction of any Improvements); all development and land use rights, applications,
architectural and engineering plans and reports, specifications and drawings, as-built drawings,
maps; and any documents of the same or similar nature pertaining to the Real Property, all as set
forth on Schedule 2.1 (g), attached hereto and incorporated herein by reference (collectively the
"Entitlements"); provided, Buyer acknowledges and agrees that the responsibility to obtain any
required consent to assignment of the Entitlements (if necessary beyond the authority of the
Bankruptcy Court), is the sole responsibility of Buyer and Buyer shall pay any cost or expense
related to such assignment, including any "cure" amount under 365 of the Bankruptcy Code, if
applicable. The term "Entitlements" shall specifically exclude the Excluded Property and the
Excluded Liabilities.
(h) Trade Names and Trademarks. All trademarks, service marks and logos
of "Cordillera," "Cordillera Golf Club," and "The Club at Cordillera" whether or not registered,
and all trademarks, service marks, logos, domain names and metatag rights relating to the
domain names of "Cordillera," "Cordillera Golf Club," and "The Club at Cordillera," whether or
not registered, and all fictitious business names and other intellectual property registrations or
filings with regard to the foregoing, as authorized by the Bankruptcy Court pursuant to the Sale
Order, all as set forth on Schedule 2.1(h), attached hereto and incorporated herein by reference
(collectively, the "Trade Names and Trademarks"); provided: (i) Buyer acknowledges and agrees
that the responsibility to obtain any required consent to assignment of the Trade Names and
Trademarks (if necessary beyond the authority of the Bankruptcy Court), is the sole
responsibility of Buyer and Buyer shall pay any cost or expense related to such assignment,
including any "cure" amount under 365 of the Bankruptcy Code, if applicable; and (ii) as of the
Closing, Buyer shall grant and shall be deemed to have granted to Seller a nonexclusive and
royalty free six (6) month license to use the Trade Names and Trademarks in connection with
winding up the affairs of Seller and the Bankruptcy Case. The term "Trade Names and
Trademarks" shall specifically exclude the Excluded Property and the Excluded Liabilities.
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(i) IP. All of the IP as authorized by the Bankruptcy Court pursuant to the
Sale Order, provided, Buyer acknowledges and agrees that the responsibility to obtain any
required consent to assignment of the IP (if necessary beyond the authority of the Bankruptcy
Court), is the sole responsibility of Buyer and Buyer shall pay any cost or expense related to such
assignment, including any "cure" amount under 365 of the Bankruptcy Code, if applicable.
The term "IP" shall specifically exclude the Excluded Property and the Excluded Liabilities.
fj) Water Contracts. All of the water allocations, rights to use water and
water contracts relating to the Real Property as authorized by the Bankruptcy Court pursuant to
the Sale Order, all as set forth on Schedule 2.l(i), attached hereto and incorporated herein by
reference the "Water Contracts") provided, Buyer acknowledges and agrees that
the responsibility to obtain any required consent to assignment of the Water Contracts (if
necessary beyond the authority of the Bankruptcy Court), is the sole responsibility of Buyer and
Buyer shall pay any cost or expense related to such assignment, including any "cure" amount
under 365 of the Bankruptcy Code, if applicable. The term "Water Contracts" shall
specifically exclude the Excluded Property and the Excluded Liabilities.
The tenn "Property" shall specifically exclude the Excluded Property and the Excluded
Liabilities. Furthermore, for the avoidance of doubt: (i) Seller shall sell, transfer, assign and
convey to Buyer, and Buyer shall purchase and acquire from Seller, the Property pursuant to the
terms and conditions of this Agreement, free and clear of any and all liens, liabilities,
encumbrances, interests and obligations of whatsoever kind or nature, other than the Assumed
Liabilities; and (ii) Buyer's obligation relating to securing the required consent to assignment
and the payment of related costs and expenses (including any "cure" amounts), all as described
in this Section l.1, shall survive the Closing.
2.2 Purchase Price. The purchase price for the Property ("Purchase Price") shall be
---:---:---:-:-:----:---------- Dollars ($ . The Purchase
Price shall be paid by Buyer to Seller as follows:
(a) Initial Deposit. Concurrently with the execution of this Agreement by the
Buyer and as ;provided in the Sale Procedure Order, Buyer shall deposit into escrow (the
"Escrow") the sum of Five Hundred Thousand Dollars ($500,000.00), which amount shall serve
as an earnest money deposit ("Initial Deposit"). Subject to the applicable termination and default
provisions contained in this Agreement: (i) the Initial Deposit shall be applied as a credit towards
the payment of the Purchase Price; and (ii) all interest accrued on the Initial Deposit while in
Escrow possession shall belong to Buyer. In the event Buyer fails to timely deposit the
Initial Deposit as required hereunder, then Buyer shall be in default hereunder and Seller may, in
Seller's sole and absolute discretion, terminate this Agreement by written notice to Buyer.
(b) Additional Deposit. As and when required pursuant to the Sale
Procedures Buyer shall deposit into Escrow the additional sum of Five Hundred Thousand
Dollars ($500,000.00), which amount shall serve as an additional earnest money deposit (the
"Additional Subject to the applicable termination and default provisions contained in
this Agreement (i) the Additional Deposit shall be applied as a credit towards the payment of the
Purchase Price; and (ii) all interest accrued on the Additional Deposit while in Escrow Agent's
possession shall belong to Buyer. In the event Buyer fails to timely deposit the Additional
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Deposit as required hereunder, then Buyer shall be in default hereunder and Seller may, in
Seller's sole and absolute discretion, terminate this Agreement by written notice to Buyer.
(c) Closing Deposit. The balance of the Purchase Price shall be paid by
Buyer to Escrow Agent and distributed by Escrow Agent to Seller (or as Seller directs) on the
Closing, in the form of Cash, in accordance with the terms and conditions set forth in this
Agreement (the "Closing Deposit").
2.3 Allocation. Prior to the Closing, if applicable, Buyer and Seller shall agree on an
allocation of the Purchase Price for the Property. All allocations pursuant to this Section 2.3
shall be made in accordance with Section 1 060 of the Code, and Buyer and Seller agree to file
their respective tax returns and reports (federal, state, local and foreign) consistent therewith in
all respects.
ARTICLE3
ESCROW
This Agreement shall constitute joint escrow instructions to Escrow Agent, which joint
escrow instructions shall supersede all prior escrow instructions related to the Escrow, if any.
Seller and Buyer hereby agree to promptly execute and deliver to Escrow Agent any additional
or supplementary escrow instructions as may be necessary or convenient to consummate the
transactions contemplated by this Agreement provided, however, that such instructions shall not
supersede this Agreement, and in all cases this Agreement shall control unless such instructions
expressly provide otherwise.
ARTICLE4
CONDITION OF TITLE TO REAL PROPERTY
At Closing, Seller shall sell, convey, assign, transfer and deliver to Buyer all of Seller's
right, title and interest in and to the Real Property, free and clear of all liens, claims,
encumbrances and interests, including, without limitation, free and clear of the Memberships and
the Membership Documents, other than the Assumed Liabilities. Buyer shall be solely
responsible for evaluating the condition of title to the Real Property and for obtaining, at its own
expense prior to or at Closing, any title insurance and surveys relating to the Real Property it
desires.
ARTICLES
SELLER'S DELIVERIES
On or before 5:00 p.m. PST on the last Business Day prior to the Closing Date, Seller
shall deliver to Escrow Agent the items described in this Article 5.
5.1 Seller's Deed. One ( 1) original of the Seller's Deed, duly executed and
acknowledged by Seller. Pursuant to Section 12.1.1 hereof, any required documentary transfer
tax information shall be affixed to Seller's Deed after recordation.
5.2 Quitclaim Deed for Water Rights. One (1) original of the Quitclaim Deed for.
Water Rights, duly executed and acknowledged by Seller.
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5.3 Bill of Sale. One (1) original ofthe Bill of Sale, duly executed by Seller.
5.4 Assignment of Trade Names and Trademarks. Two (2) counterpart originals of
the Assignment of Trade Names and Trademarks, duly executed by Seller.
5.5 Assignment and Assumption of Contracts. Two (2) counterpart originals of the
Assignment and Assumption of Contracts, duly executed by Seller.
5.6 Assignment and Assumption of Leases. Two (2) counterpart originals of the
Assignment and Assumption of Leases, duly executed by Seller.
5.7 Assignment of Permits, Entitlements, Intangibles and IP. Two (2) counterpart
originals of the Assignment of Permits, Entitlements, Intangibles and IP, duly executed by Seller.
5.8 Assignment and Assumption of Water Contracts. Two (2) counterpart originals
of the Assignment and Assumption of Water Contracts, duly executed by Seller.
5.9 Certificate of Non-Foreign Status and Form 1099. The Certificate of Non-
Foreign Status and Form 1099, duly executed by Seller.
5.10 Assignment of Contract (GMR/No. 3-07-50-W0903). Two (2) counterpart
originals ofthe Assignment of Contract (GMR/No. 3-07-50-W0903), duly executed by Seller.
originals ofthe.Assignment of Contract (GMR/No. 4-07-60-W1015), duly executed by Seller.
5.12 Assignment of Contract (River District/No. CRWCD 99-12). Two (2) counterpart
originals ofthe Assignment of Contract (River District/No. CRWCD 99-12), duly executed by
Seller.
5.13 Seller's Closing Statement. Seller's closing statement, duly executed by Seller.
5.14 Seller's Charges. Seller shall not be obligated to pay any costs, fees or expenses
in connection With the Escrow and the transactions contemplated by this Agreement.
5.15 Seller's Affidavits, Certificates and Evidence of Authority. To the extent
reasonably required by the Escrow Agent: (a) all certificates required to be delivered by Seller
pursuant to this Agreement; and (b) evidence that Seller and those acting for Seller have full
authority to consummate the transaction contemplated by this Agreement, as modified through
the Closing, in eluding, without limitation, copies of the corporate or other resolutions
authorizing the transaction contemplated by this Agreement.
5.16 Keys and Additional Items All keys, combinations to locks and/or other codes,
passwords or instructions for other security devices relating to the Property.
5.17 Additional Documents. Such additional documents, instructions or other items as
may be reasonably necessary or appropriate to comply with the provisions of this Agreement, the
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Sale Procedures Order and the Sale Order to effect the transactions contemplated hereby and
thereby.
ARTICLE6
BUYER'S DELIVERIES
On or before 5:00 p.m. PST on the last Business Day prior to the Closing Date, Buyer
shall deliver to Escrow Agent the items described in this Article 6.
6.1 Closing Deposit The Closing Deposit for the Property pursuant to Section 2.2( c)
hereof. The Purchase Price shall be credited by the Deposit previously deposited by Buyer with
Escrow Agent pursuant to Section 2.2 hereof. '
6.2 Assignment of Trade Names and Trademarks. Two (2) counterpart originals of
the Assignment of Trade Names and Trademarks, duly executed by Buyer.
6.3 Assignment and Assumption of Contracts. Two (2) counterpart originals of the
Assignment and Assumption of Contracts, duly executed by Buyer.
6.4 Assignment and Assumption of Leases. Two (2) counterpart originals of the
Assignment and Assumption of Leases, duly executed by Buyer.
6.5 Assignment of Permits, Entitlements, Intangibles and IP. Two (2) counterpart
originals ofthe Assignment of Permits, Entitlements, Intangibles and IP, duly executed by
Buyer.
6.6 Assignment and Assumption of Water Contracts. Two (2) counterpart originals
of the Assignment and Assumption of Water Contracts, duly executed by Buyer.
originals of the Assignment of Contract (GMR/No. 3-07-50-W0903), duly executed by Buyer.
originals of the Assignment of Contract (GMR/No. 4-07-60-W1015), duly executed by Buyer.
6.9 Assignment of Contract (River District/No. CRWCD 99-12). Two (2) counterpart
originals of the Assignment of Contract (River District/No. CRWCD 99-12), duly executed by
Buyer.
6.10 Buyer's Closing Statement. Buyer's closing statement, duly executed by Buyer.
6.11 Buyer's Charges. Funds sufficient to pay all amounts required to be paid by
Buyer in accordance with the provisions of Article 11 hereof, in the form of Cash.
6.12 Buyer's Affidavits, Certificates and Evidence of Authority. To the extent
reasonably required by the Escrow Agent: (a) all certificates required to be delivered by Buyer
pursuant to this Agreement; and (b) evidence that Buyer and those acting for Buyer have full
authority to consummate the transaction contemplated by this Agreement, as modified through
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the Closing, including, without limitation, copies of the corporate or other resolutions
authorizing the transaction contemplated by this Agreement.
6.13 Additional Documents. Such additional documents, instructions or other items as
may be reasonably necessary or appropriate to comply with the provisions of this Agreement, the
Sale Procedures Order and the Sale Order to effect the transactions contemplated hereby and
thereby.
ARTICLE 7
CONDITIONS TO CLOSING; CLOSING;
TERMINATION UPON DEFAULT; AND SPECIAL BANKRUPTCY TERMS
7.1 Conditions to Obligations of Buyer. The Closing ofthe transaction contemplated
pursuant to thit; Agreement and Buyer's obligation to purchase the Property are subject to
satisfaction, prior to the Closing Date, of all of the following conditions, each of which is for the
benefit of Buyer and may be waived by Buyer in its sole discretion:
(a) Sale Order. The Bankruptcy Court shall have issued the Sale Order, and
such Sale Order shall not be stayed nor shall an injunction enjoining the Closing be in effect.
(b) Representations and Warranties True/Seller's Certificate. All of the
representation$ and warranties of Seller set forth in Article 8 of this Agreement shall be true and
correct in all material respects on the Closing Date as though made at the time of the Closing.
t c) Delivery of Items. Seller shall have executed and timely delivered to
Escrow Agent all of the items referred to in Article 5 hereof.
(d) Performance of Obligations. Seller shall have performed all of the
obligations under this Agreement, the Sale Procedures Order and the Sale Order to be performed
by Seller prior to the Closing.
(e) Damage or Destruction; Operations. There shall have been no Material
Loss.
7.2 Conditions to Obligations of Seller. The Closing of the transactions contemplated
pursuant to this Agreement and Seller's obligation to sell, convey, assign, transfer and deliver the
Property to Buyer are subject to satisfaction, prior to or at the Closing, of all of the following
conditions, each of which is for the benefit of Seller and may be waived by Seller in its sole
discretion:
(a) Sale Order. The Bankruptcy Court shall have issued the Sale Order, and
such Sale Order shall not be stayed nor shall an injunction enjoining the Closing be in effect.
(b) Representations, Warranties and Covenants True. All of the
representations, warranties and covenants of Buyer set forth in Article 9 of this Agreement shall
be true and correct in all material respects on the date of the Closing as though made at the time
of the Closing.
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(c) Performance of Obligations. Buyer shall have performed all of the
obligations of Buyer under this Agreement, the Sale Procedures Order and the Sale Order to be
performed by Buyer prior to the Closing.
(d) Delivery of Items. Buyer shall have executed and timely delivered to
Escrow Agent all of the items referred to in Article 6 hereof.
7.3 Casualty.
(a) Material Loss. In the event that, prior to the Closing, the Property shall
suffer a Material Loss, Seller shall immediately notify the Bankruptcy Court, the Buyer and
Escrow Agent of such Material Loss and, in such a case: (a) Buyer shall have the right to
terminate this Agreement and its obligation to purchase the Property pursuant to the terms of
Section 7.5 hereof; or (b) accept the Property in its then existing condition and purchase and
acquire the Property in accordance with the terms and conditions of this Agreement, subject to
the terms and conditions described in this Section 7.3. If Buyer exercises its right to purchase
and acquire the Property in its present condition, then Buyer shall not be entitled to an offset,
credit or reduction in the Purchase Price; provided, however, Seller shall assign to Buyer on the
Closing any and all casualty insurance proceeds previously paid or payable to Seller in
connection with such Material Loss. Buyer's termination right or Buyer's acceptance right shall
be exercised by written notice to Seller and the Bankruptcy Court within three (3) Business Days
after Buyer receives written notice from Seller of the occurrence of the Material Loss.
(b) Non-Material Loss. In the event that, prior to the Closing, the Property
shall suffer a Non-Material Loss, Seller shall immediately notify the Bankruptcy Court, the
Buyer and Escrow Agent of such Non-Material Loss and, in such a case, Buyer shall be
obligated to purchase the Property (in its then existing condition) in accordance with the terms
and conditions of this Agreement, subject to the terms and conditions of this Section 7.3. In such
a case, Buyer shall not be entitled to an offset, credit or reduction in the Purchase Price;
provided, however, Seller shall assign to Buyer on the Closing any and all casualty insurance
proceeds previously paid or payable to Seller in connection with such Non-Material Loss.
7.4 Closing. Subject to the provisions of Section 7.3 hereof, in the event all of the
conditions set forth in Sections 7.1 and 7.2 are timely satisfied (or waived in writing by Buyer or
Seller, as applicable), Seller and Buyer shall take such action as may be required to cause the
purchase and sale of the Property to be effected in accordance with this Agreement, the Sale
Procedures Order and the Sale Order on or before the Closing Date. All such conditions shall be
deemed waived in the event the Closing occurs hereunder.
7.5 Failure of Conditions to Closing. In the event one or more ofthe conditions to the
Closing described in Section 7.1 of this Agreement are not satisfied or waived on or before the
Closing Date, and the failure of such conditions to be satisfied is not a result of a default by
Seller or Buyer in the performance of their respective obligations under this Agreement, then
Buyer shall have the right to terminate this Agreement and the Escrow by giving written notice
of termination to the Bankruptcy Court and Seller. In the event one or more of the conditions to
the Closing described in Section 7.2 of this Agreement are not satisfied or waived on or before
the Closing Date, and the failure of such conditions to be satisfied is not a result of a default by
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Seller or Buyer in the performance of their respective obligations under this Agreement, then
Seller shall have the right to terminate this Agreement and the Escrow by giving written notice of
termination to Buyer. Furthermore, in the event either Party elects to terminate this Agreement
and the Escrow for the reasons and in accordance with the procedures set forth in this Section
7.5, Escrow Agent shall cause to be paid and distributed to Buyer the amount of the Deposit
previously paid by Buyer to Escrow Agent pursuant to Section 2.2 hereof, together with any
accrued interest thereon. In the event either Party elects to terminate this Agreement and the
Escrow for the reasons and in accordance with the provisions set forth in this Section 7.5, this
Agreement shall automatically terminate and Seller and Buyer agree to execute such escrow
cancellation instructions as may be necessary to effectuate the cancellation of the Escrow. Any
escrow cancellation, title cancellation and other cancellation charges shall be borne by Buyer.
Upon the satisfaction by Seller and Buyer of each of their respective obligations set forth in this
Section 7.5, neither Seller nor Buyer shall have any further rights or obligations to each other
(except as expressly provided in this Agreement).
7.6 Breach/Termination. In the event either Seller or Buyer defaults hereunder or
otherwise fails to perform any of their respective obligations to be performed, other than in the
case ofBuyer'stermination pursuant to 7.3 hereof or Buyer or Seller's termination pursuant to
Section 7.5 hereof, then the non-breaching Party may elect the applicable remedies set forth in
this Section 7.6, which remedies shall constitute the sole and exclusive remedies of the non-
breaching Party with respect to a default by the other Party under this Agreement.
(a) Remedies of Buyer. Except as otherwise expressly set forth in this
Agreement, in the event Buyer is the non-breaching Party, as Buyer's sole and exclusive remedy,
Buyer may elect to: (i) pursue the equitable remedy of specific performance to require
conveyance of the Property to Buyer; or (ii) terminate this Agreement and the Escrow by giving
Seller written notice describing Seller's default and setting forth Buyer's election to immediately
terminate this Agreement and the Escrow. In the event Buyer so elects to terminate this
Agreement andthe Escrow pursuant to this Section 7.6(a), Escrow Agent shall cause to be paid
to Buyer the peposit previously paid by Buyer to Escrow Agent pursuant to Section 2.2 hereof,
together with any interest accrued thereon.
(b) Remedies of Seller. Except as otherwise expressly set forth in this
Agreement, in the event Seller is the non-breaching Party, as Seller's sole and exclusive remedy,
Seller may elect to terminate this Agreement and the Escrow by giving Buyer and Escrow Agent
written notice pescribing Buyer's default and stating Seller's election to immediately terminate
this Agreement and the Escrow. In the event Seller elects to terminate this Agreement and the
Escrow pursuant to this Section 7.6(b), the sole and exclusive remedy of Seller upon any such
termination shall be to receive the amount specified as liquidated damages pursuant to Section
7.6(c) hereof.
(c) SELLER'S LIQUIDATED DAMAGES. IF BUYER FAILS TO
COMPLETE THE PURCHASE OF THE PROPERTY IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF THIS AGREEMENT, THE SALE PROCEDURES ORDER
AND/OR THE SALE ORDER (OTHER THAN AS A RESULT OF BUYER'S ELECTION TO
TERMINATE PURSUANT TO SECTIONS 7.3 OR SECTION 7.6(a) OR OTHER SECTION
REQUIRING 4 RETURN OF THE DEPOSIT TO BUYER, AND OTHER THAN IN THE
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CASE OF SELLER'S OR BUYER'S TERMINATION PURSUANT TO SECTION 7.5
HEREOF, BY REASON OF THE DEFAULT OF BUYER, SELLER SHALL BE RELEASED
FROM ITS OBLIGATION TO SELL THE PROPERTY TO BUYER. IN SUCH A CASE,
SELLER AND BUYER AGREE THAT IT WOULD BE DIFFICULT OR IMPOSSIBLE TO
DETERMINE THE AMOUNT OF DAMAGES OF SELLER AS A RESULT OF ANY SUCH
BREACH BY BUYER AND, ACCORDINGLY, AS SELLER'S SOLE AND EXCLUSIVE
REMEDY, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT, TOGETHER
WITH ANY ACCRUED INTEREST THEREON, AS LIQUIDATED DAMAGES. THE
PAYMENT OF SUCH LIQUIDATED DAMAGES TO SELLER SHALL CONSTITUTE THE
EXCLUSIVE REMEDY OF SELLER ON ACCOUNT OF THE DEFAULT BY BUYER AND
SELLER'S AND BUYER'S GOOD FAITH, REASONABLE ESTIMATE OF SELLER'S
ACTUAL DAMAGES.
(d) Cancellation Instructions and Costs. Upon any termination of this
Agreement pursuant to this Section 7 .6, this Agreement will automatically terminate without any
further acts of either Seller or Buyer. In such a case, Seller and Buyer agree to execute such
escrow cancellation instructions as may be necessary to effectuate the cancellation of the Escrow
as may be required by Escrow Agent. The breaching Party hereunder shall pay any and all
escrow costs incurred in connection herewith. Upon the satisfaction by Seller and Buyer of each
of their respective obligations set forth in this Section 7.6 hereof, neither Seller nor Buyer shall
have any further rights or obligations to each other except with respect to any indemnity
obligations hereunder.
ARTICLES
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby makes the following representations and warranties, each of which
representation and warranty (a) is material and being relied upon by Buyer; and (b) is true,
complete and not misleading in all material respects as of the date hereof and as of the Closing.
8.1 Organization, Power and Authority. Seller is a limited liability company duly
organized and validly existing under the laws of the State of Delaware. Seller has all requisite
power and authority to own, operate, maintain, manage and administer the Property, to execute
and deliver this Agreement and the Transaction Documents to which Seller is a party, and to
perform its obligations hereunder and thereunder and effect the transactions contemplated hereby
and thereby. All requisite limited liability company actions and/or other necessary actions have
been taken as of the Closing to authorize and approve the execution, delivery and performance
by Seller of this Agreement and the Transaction Documents to which Seller is a party.
8.2 Non-Foreign Status. Seller is not a "foreign person" as such term is defined in
Section 1445 of the Code. Seller shall deliver to Buyer at the Closing, a Certificate ofNon-
Foreign Status, in the form of Exhibit "J" duly acknowledged by Seller.
8.3 Survival. The representations and warranties of Seller set forth in this Article 8,
as well as the right and ability of Buyer to enforce the same, shall survive the Closing
indefinitely.
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ARTICLE9
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby makes the following representations and warranties, each of which
representation,and warranty (a) is material and being relied upon by Seller; and (b) is true,
complete and not misleading in all material respects as of the date hereof and as of the Closing.
9.1 Organization, Power and Authority. Buyer is a , duly
organized and :validly existing under the laws of the State of and authorized to do
business in the State where the Real Property is located. Buyer has all requisite power and
authority to e ~ c u t e and deliver this Agreement and the Transaction Documents to which Buyer
is a party, and to perform its obligations hereunder and thereunder and to effect the transactions
contemplated hereby and thereby, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar federal or state laws affecting the rights of creditors. All requisite
[corporate, limited liability company or partnership] or other action has been taken to authorize
and approve the execution, delivery and performance by Buyer of this Agreement and the
Transaction Documents to which Buyer is a party.
9.2 No Conflicts or Violations. The execution, delivery and performance by Buyer of
this Agreemen!(] and the Transaction Documents to which Buyer is a party, and the consummation
of the transactions contemplated hereby and thereby, will not (a) violate any provision of
Buyer's organization documents, (b) to Buyer's actual knowledge, violate, conflict with or result
in a breach of or default under any term or provision of any contract or agreement to which
Buyer is a party or by or to which Buyer or any of its assets or properties are or may be bound or
subject, or (c) violate the Sale Procedures Order, the Sale Order and/or any order, judgment,
injunction, award or decree of the Bankruptcy Court in connection with the Bankruptcy Case
and/or any court or arbitration body, or any governmental, administrative or regulatory authority,
or any other body, by or to which Buyer or the Property are or may be bound or subject.
9.3 Approvals. To Buyer's actual knowledge, no approval or consent of any foreign
or domestic governmental, administrative or regulatory body or any other person or entity is
required for the execution, delivery or performance by Buyer of this Agreement or the
Transaction Documents to which Buyer is a party.
9.4 :Prohibited Persons and Transactions. Neither Buyer, nor any of its affiliates, nor
any of their respective members, officers or directors is, nor prior to Closing, or the earlier
termination ofthis Agreement, will they become, a person or entity with whom U.S. persons or
entities are restricted from doing business under the regulations of the Office of Foreign Asset
Control ("OFAC") ofthe Department of the Treasury (including those name on OFAC's
Specially Designated Blocked Persons List) or under any U.S. statute, executive order (including
the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with
Persons Who Commit, Threaten to Commit or Support Terrorism), or other governmental action
and is not, and prior to Closing or the earlier termination of this Agreement will not, engage in
any dealings or transactions with or be otherwise associated with such persons or entities.
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9.5 Survival. The representations and warranties of Buyer set forth in this Article 9,
as well as the right and ability of Buyer to enforce the same, shall survive the Closing
indefinitely.
ARTICLE 10
COSTS, EXPENSES AND PRORATIONS
10.1 Costs and Expenses.
(a) Seller. Seller shall not incur any costs, fees or expenses in connection
with the closing of the transactions contemplated by this Agreement, the Sale Procedures Order
and/or the Sale Order, other than Seller's attorneys' fees and costs. Notwithstanding the
foregoing, in the event that Seller will be entitled to receive any Cash proceeds from the sale,
after deducting any amounts to be paid by Seller out of such proceeds pursuant to this
Agreement, the Sales Procedures Order and/or the Sale Order, then, in such a case, Seller (in lieu
of Buyer) shall be obligated to pay such Closing costs as would customarily be paid by a seller in
the County of Eagle, State of Colorado, but only to the extent such Cash proceeds are available
for the payment of such costs and expenses.
(b) Buyer. At Closing, Buyer shall pay, in addition to the Purchase Price, all
costs, fees and expenses in connection with the closing of the transactions contemplated by this
Agreement, the Sale Procedures Order and the Sale Order including, without limitation: (a) all
recording costs; (b) all documentary transfer taxes, deed stamps and similar costs, fees and
expenses payable in connection with Seller's Deed and the Quitclaim Deed for Water Rights; (c)
the premium for any title policy obtained by Buyer; (d) the premium of any binders or
endorsements to any title policy requested by Buyer; (e) Escrow Agent's fees and costs for the
Escrow; (f) all accrued and unpaid real and business personal property taxes and assessments
secured by statutory liens against the Property in favor of taxing authorities, which are due and
owing as of the Closing; (g) all sales and use taxes arising out of the sale and transfer of the
Property by Seller to Buyer; (h) all sums due and owing under the Assumed Contracts, the
Leases, the Permits, the Intangibles, the Entitlements, the IP, the Trade Names and Trademarks,
the Water Contracts and any other Property (including, without limitation, all "cure" payments
under 365 of the Bankruptcy Code); (i) Buyer's attorneys' fees; and G) the Seller's Broker's
Commission.
(c) Prorations. There will be no prorations between Seller and Buyer at
Closing.
ARTICLE 11
ACTIONS TO BE TAKEN AT THE CLOSING
11.1 Actions by Escrow Agent. In connection with the Closing, Escrow Agent shall
take the following actions:
(a) Recording. Escrow Agent shall cause Seller's Deed (with any required
documentary transfer tax information to be affixed after recording) for the Real Property and the
Quitclaim Deed for Water Rights to be recorded in the Official Records of Eagle County,
Colorado, and obtain a conformed copy thereof for distribution to Seller and Buyer.
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(b) Distribution of Funds. Escrow Agent shall disburse all funds deposited
with Escrow Agent by Buyer in payment of the Purchase Price as directed by the Seller or as
otherwise directed by the Sale Order. All disbursements by Escrow Agent shall be by wire
transfer to the designated account of the receiving Party or shall be by checks of Escrow Agent,
as may be directed by the receiving Party.
(c) Distribution of Recorded Documents. Disburse to Seller an executed
original of each of the Transaction Documents and a conformed copy of the Seller's Deed, a
conformed copy of the Quitclaim Deed for Water Rights and any other documents deposited into
Escrow by Seller.
(d) Distribution of Transaction Documents. Disburse to Buyer an executed
original of each of the Transaction Documents and a conformed copy of the Seller's Deed, a
conformed copy of the Quitclaim Deed for Water Rights and any other documents deposited into
Escrow by Buyer.
ARTICLE 12
PROPERTY CONVEYED "AS-IS"; SELLER RELEASE; INDEMNIFICATION
12.1 Condition ofthe Property.
(a) "As-Is" Nature of Transaction. BUYER ACKNOWLEDGES, AGREES,
REPRESENTS AND WARRANTS TO AND WITH SELLER THAT, EXCEPT AS
EXPRESSLY PROVIDED HEREIN, (i) BUYER IS PURCHASING THE PROPERTY IN ITS
EXISTING CONDITION "AS IS, WHERE IS AND WITH ALL FAULTS" AND
SPECIFICALLY AND EXPRESSLY WITHOUT ANY WARRANTIES,
REPRESENTATIONS OR GUARANTEES, EXPRESS OR IMPLIED, OF ANY KIND,
NATURE OR TYPE WHATSOEVER FROM OR ON BEHALF OF SELLER WITH RESPECT
TO ALL FACTS, CIRCUMSTANCES, CONDITIONS AND DEFECTS; (ii) SELLER HAS
NO OBLIGATION TO INSPECT FOR OR REPAIR OR CORRECT ANY SUCH FACTS,
CIRCUMSTANCES, CONDITIONS OR DEFECTS OR TO COMPENSATE BUYER FOR
THE SAME; (iii) SELLER HAS SPECIFICALLY BARGAINED FOR THE ASSUMPTION
BY BUYER OF ALL RESPONSIBILITY WITH RESPECT TO THE PROPERTY AND OF
ALL RISK OF ADVERSE CONDITIONS AND HAS STRUCTURED THE PURCHASE
PRICE AND OTHER TERMS OF THIS AGREEMENT IN CONSIDERATION THEREOF;
(iv) BUYER IS AND WILL BE RELYING STRICTLY AND SOLELY UPON ITS
INSPECTIONS AND EXAMINATIONS, IF ANY, AND THE ADVICE AND COUNSEL OF
ITS OWN CONSULTANTS, AGENTS, LEGAL COUNSEL AND OFFICERS TO
DETERMINE IF THE PURCHASE PRICE IS FAIR AND ADEQUATE CONSIDERATION
FOR THE PROPERTY; (v) SELLER IS NOT MAKING AND HAS NOT MADE ANY
STATEMENTS, AGREEMENTS, PROMISES, ASSURANCES, REPRESENTATIONS OR
WARRANTIES, WHETHER EXPRESS, IMPLIED OR OTHERWISE, REGARDING
SELLER, THE PROPERTY, THE STATE OF TITLE TO THE PROPERTY, THE ABILITY
OF SELLER TO ASSIGN THE PROPERTY OR ANY PORTION THEREOF WITHOUT
CONSENT AND/OR ANY OTHER ASPECT OR MATTER PERTAINING TO SELLER OR
THE PROPERTY OR ANY OTHER FACT OR MATTER WHATSOEVER AND/OR WITH
RESPECT TO ANY MATERIALS OR OTHER DATA PROVIDED BY SELLER OR ANY
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REPRESENTATIVE OF SELLER TO BUYER (WHETHER PREPARED BY OR FOR THE
SELLER OR OTHERS) OR THE EDUCATION, SKILLS, COMPETENCE OR DILIGENCE
OF THE PREPARERS THEREOF, AS AN INDUCEMENT TO BUYER TO ENTER INTO
THIS AGREEMENT AND THEREAFTER TO PURCHASE THE PROPERTY OR FOR ANY
OTHER PURPOSE; (vii) NONE OF THE MEDIA TOR (AS DEFINED IN THE BID
PROCEDURES), THE OVERSIGHT PARTIES (AS DEFINED IN THE BID PROCEDURES)
NOR THEIR RESPECTIVE COUNSEL, PROFESSIONALS, OFFICERS, EMPLOYEES,
REPRESENTATIVES OR AGENTS (COLLECTIVELY, THE "M/OP PARTIES") MAKE
ANY REPRESENTATION REGARDING THE DEBTOR (AS DEFINED IN THE BID
PROCEDURES), ITS OPERATIONS, THE CLUB, THE PROPERTY OR RELATED
LIABILITIES, INCLUDING, WITHOUT LIMITATION, LIENS, INTERESTS AND
ENCUMBRANCES AFFECTING THE PROPERTY OR THE FINANCIAL CONDITION OF
DEBTOR, TO BE PROVIDED OR PROVIDED TO ANY POTENTIAL BIDDER,
INCLUSIVE OF SELLER, PURSUANT TO THE BID PROCEDURES OR OTHERWISE
AND, CONSEQUENTLY, THERE ARE NO REPRESENTATIONS OR WARRANTIES
MADE BY OR ON BEHALF OF ANY OF THE M/OP PARTIES REGARDING THE
ACCURACY, RELIABILITY, VERACITY, ADEQUACY OR COMPLETENESS OF ANY
OF THE INFORMATION PROVIDED IN CONNECTION WITH OR RELATED TO THE
BID PROCEDURES OR THE PROPERTY, THE AUCTION (AS DEFINED IN THE BID
PROCEDURES) OR THE SALE OF THE PROPERTY, AND SELLER ACKNOWLEDGES
THAT IT WAS ADVISED AND ENCOURAGED TO CONSULT WITH ITS OWN
ADVISORS REGARDING THE BID PROCEDURES, THE PROPERTY, THE AUCTION,
THE SALE OF THE PROPERTY AND THIS AGREEMENT; AND (viii) BY REASON OF
ALL THE FOREGOING, BUYER ASSUMES THE FULL RISK OF ANY LOSS OR
DAMAGE FOLLOWING CLOSING OCCASIONED BY ANY FACT, CIRCUMSTANCE,
CONDITION OR DEFECT PERTAINING TO THE PROPERTY. WITHOUT LIMITING
THE GENERALITY OF ANY OF THE FOREGOING, BUYER SPECIFICALLY
ACKNOWLEDGES THAT SELLER DOES NOT REPRESENT OR IN ANY WAY
WARRANT THE ACCURACY OF ANY INFORMATION OR MATERIALS LISTING OR
DESCRIBING THE PROPERTY OR THE INFORMATION, IF ANY, PROVIDED BY
SELLER AND/OR ITS REPRESENTATIVES TO BUYER.
(b) No Warranties. SELLER HEREBY DISCLAIMS ALL WARRANTIES
OF ANY KIND OR NATURE WHATSOEVER (INCLUDING WARRANTIES OF
CONDITION, MERCHANTABILITY, HABITABILITY AND FITNESS FOR PARTICULAR
PURPOSES), WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES WITH RESPECT TO THE PROPERTY, TAX LIABILITIES, ZONING,
LAND VALUE, SUBDIVISION OR LAND USE, AVAILABILITY OF ACCESS OR
UTILITIES, INGRESS OR EGRESS, GOVERNMENTAL APPROVALS, OR THE SOIL
CONDITIONS OF THE LAND. BUYER FURTHER ACKNOWLEDGES THAT BUYER IS
BUYING THE PROPERTY "AS IS," "WHERE IS" AND "WITH ALL FAULTS," IN ITS
PRESENT CONDITION, INCLUDING, WITHOUT LIMITATION, LATENT DEFECTS AND
OTHER MATTERS NOT DETECTED IN BUYER'S INSPECTIONS, WITHOUT ANY
WARRANTIES OF TRANSFER, QUALITY, MERCHANTABILITY, VALUE, UTILITY OR
FITNESS FOR A PARTICULAR USE OR PURPOSE, AND THAT EXCEPT AS
OTHER WISE EXPRESSLY PROVIDED IN THIS AGREEMENT, BUYER IS NOT
RELYING UPON ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY
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SELLER OR ANY OF ITS EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES
WITH RESPECT TO THE PROPERTY, AND THAT, IN FACT, NO SUCH
REPRESENTATIONS WERE MADE EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT.
(c) Hazardous Materials. FURTHER AND WITHOUT IN ANY WAY
LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER DOES NOT
MAKE ANY WARRANTY WITH RESPECT TO THE PRESENCE ON OR BENEATH THE
REAL PROPERTY (OR ANY PARCEL IN PROXIMITY THERETO) OF HAZARDOUS
MATERIALS. BY ACCEPTANCE OF THIS AGREEMENT AND SELLER'S DEED,
BUYER ACKNOWLEDGES THAT BUYER'S OPPORTUNITY FOR INSPECTION AND
INVESTIGATION OF THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY
THERETO) PRIOR TO THE EXECUTION DATE WAS ADEQUATE TO ENABLE BUYER
TO MAKE BUYER'S OWN DETERMINATION WITH RESPECT TO THE PRESENCE ON
OR BENEATH THE REAL PROPERTY (AND OTHER PARCELS IN PROXIMITY
THERETO) OF SUCH HAZARDOUS MATERIALS. FURTHERMORE, BUYER'S
CLOSING HEREUNDER SHALL BE DEEMED TO CONSTITUTE AN EXPRESS WAIVER
OF BUYER'S AND ITS SUCCESSORS' AND ASSIGNS' RIGHTS TO SUE SELLER AND
OF BUYER'S RIGHT TO CAUSE SELLER TO BE JOINED IN AN ACTION BROUGHT
UNDER ANY .FEDERAL, STATE OR LOCAL LAW, RULE, ACT, OR REGULATION NOW
EXISTING OR HEREAFTER ENACTED OR AMENDED WHICH PROHIBITS OR
REGULATES THE USE, HANDLING, STORAGE, TRANSPORTATION OR DISPOSAL OF
HAZARDOUS,MATERIALS OR WHICH REQUIRES REMOVAL OR REMEDIAL ACTION
WITH RESPECT TO SUCH HAZARDOUS MATERIALS, SPECIFICALLY INCLUDING,
BUT NOT LIMITED TO, FEDERAL "CERCLA", "RCRA", AND "SARA" ACTS.
12.2 Buyer's Release. Buyer hereby releases, remises, acquits and forever discharges
Seller, the M/OP Parties and their respective members, managers, directors, officers,
shareholders, partners, employees, agents, representatives, affiliates, attorneys and their
respective successors and assigns (collectively, the "Released Parties"), from and against any and
all claims, causes of actions, suits, legal or administrative orders or proceedings, demands,
damages, punitive damages, losses, costs, liabilities and expenses, whether known or unknown,
arising subsequent to the Closing and further arising out of or in any way relating to the
following: (a) the Bankruptcy Case; (b) the completeness or accuracy of any and all materials,
data and inforrriation regarding the Property, (c) the physical condition of the Real Property or
the Personal (d) the existence or presence of any Hazardous Materials on, under or
about the Real Property and/or the release or discharge of any Hazardous Materials from the
Real Property; (e) the violations of any applicable statutes or laws with regard to the Real
Property, including any Environmental Laws; and (f) any and all other matters regarding the
Property, in each case whether existing prior to or after the Closing.
The provisions of this Section 12.2 shall not apply to the any claims or causes of action
that may be asserted by Buyer against Seller based upon an alleged breach or a covenant,
representation or warranty by Seller under this Agreement which is not otherwise waived or
expired pursuant to the terms and conditions of this Agreement.
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12.3 Restrictions on Transfer of Property; Third Party Consents. Buyer acknowledges
that Seller is not selling or otherwise transferring to Buyer any property that Seller may not sell
or transfer under applicable law, including, without limitation, any such property the sale,
transfer or use of which is restricted under applicable copyright, patent or other similar laws, and
the use, sale or disposition of the Property may be limited as a result thereof. Furthermore,
Buyer assumes responsibility for obtaining all required licenses, permits and/or other agreements
as may be required so that Buyer may lawfully sell, distribute, operate and/or otherwise use the
Property.
12.4 Survival. The terms ofthis Article 12, as well as the right and ability ofthe Buyer
to enforce the same, shall survive the Closing and are incorporated into the Transaction
Documents by reference as if fully set forth therein.
ARTICLE 13
BROKERS
Upon the Closing, and only in the event of the Closing, Buyer shall pay to Seller's Broker
a commission through Escrow at the Closing pursuant to and in accordance with the separate
agreement by and between Seller and Seller's Broker ("Seller's Broker's Commission"), subject
to the amount thereof being approved by the Bankruptcy Court. The Seller's Broker's
Commission payable by Buyer to Seller's Broker pursuant to this Article 13 shall be in addition
to the Purchase Price and other amounts payable by Buyer pursuant to this Agreement. Except
as described in this Article 13, Seller and Buyer hereby represent and warrant to each other that
the warranting party has not entered into nor will such warranting party enter into any agreement,
arrangement or understanding with any other person or entity which will result in the obligation
of the other party to pay any finder's fee, commission or similar payment in connection with the
transactions contemplated by this Agreement. Seller and Buyer hereby agree to and shall
indemnify, defend and hold harmless the other from and against any and all claims, costs,
damages and/or liabilities arising from the breach of the foregoing representation by either Seller
or Buyer, as the case may be. The provisions of this Article 13 shall survive the Closing.
ARTICLE 14
MISCELLANEOUS
14.1 Assignment. No assignment of this Agreement or Buyer's rights, duties and
obligations hereunder shall be made by Buyer without first having obtained written approval of
any such assignment by Seller, which approval may be granted or withheld in Seller's sole
discretion and for any reason or no reason, and the approval of the Bankruptcy Court.
Notwithstanding the foregoing, Buyer may assign this Agreement and all of Buyer's rights,
duties and obligations hereunder, to an affiliate of Buyer without the prior consent or approval of
Seller, but subject to the approval of the Bankruptcy Court. Furthermore, in connection with any
such assignment, Buyer shall remain obligated to perform all of the terms and conditions of this
Agreement as set forth herein.
14.2 Notices. Any tender, delivery, notice, demand or other communication ("Notice")
required or permitted under this Agreement shall be in writing, and shall be sent by email,
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telecopier or telefacsimile machine capable of confirming transmission and receipt, and shall be
deemed delivered, given and received when sent, all in accordance with the following:
If to Seller:
With a copy to:
If to Buyer:
With copy to:
Cordillera Golf Club, LLC
97 Main Street, Suite E-202
P.O. Box 988
Edwards, CO 81632
Attn: Dan L. Fitchett, Jr. CEO
FAX: (970) 926-5934
Email: dfitchett@cordillera-vail.com
Foley & Lardner LLP
402 West Broadway, Suite 2100
San Diego, California 92101-3542
Attn: Christopher Celentino, Esq.
Mikel R. Bistrow, Esq.
FAX: (619) 234-3510
Email: ccelentino@foley.com
mbistrow@foley.com
Attn:
-------------------
FAX:L_) _____ _
Email:
---------------
Attn: -------------------
FAX:L_) _____ _
Email:. _____________ _
14.3 . Binding Offer from Buyer. Buyer acknowledges and agrees that this Agreement
is being submitted by Buyer pursuant to the Sale Procedures Order and is irrevocable and
binding upon Buyer as set forth therein until the earlier to occur ofthe Closing or January 15,
2013.
14.4 Inspection Rights.
(a) Inspection of Real Property and Books and Records. To the extent
permitted by law and any relevant confidentiality agreements and upon reasonable prior notice
by Buyer to Seller, Seller shall afford to Buyer, and to the accountants, counsel and
representatives of Buyer, reasonable access, during normal business hours, to the Real Property
and originals (or copies, as applicable), of the Books and Records and the Membership
Documents throughout the period prior to the Closing Date (or the earlier termination of this
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Agreement); provided, however, Seller shall not be required to incur any cost and expense
relating thereto (including any copying charges). Following the Closing, to the extent Buyer
does not copy any Books and Records (at Buyer's cost and expense pursuant to Article 1 of this
Agreement), Seller shall continue to afford to Buyer, and to the accountants, counsel and
representatives of Buyer, such reasonable access to the same pursuant to this Section 14.4 hereof
for a period of ninety (90) Calendar Days following the Closing.
(b) Entry Onto Real Property. Buyer may enter the Real Property prior to
Closing by contacting Seller's Broker. Any entry upon the Real Property by or on behalf of
Buyer shall be at Buyer's sole risk and expense. Buyer shall not cause or permit any damage to
the Real Property (including, without limitation, any boring or invasive testing) or the imposition
of any lien on the Real Property due to Buyer's or its agents' entry and activities on the Real
Property pursuant to this Section 14.4. If any such lien shall be filed against the Real Property,
Buyer promptly and at its own expense shall cause any such lien to be removed, and, in the event
of such damage, shall restore the Real Property, as close as reasonably possible, to the condition
existing immediately prior to Buyer's entry (or entry by Buyer's representatives, agents,
employees and other persons or entities claiming by or through it agent's). BUYER SHALL
INDEMNIFY, DEFEND AND HOLD SELLER AND SELLER'S MEMBERS, MANAGERS,
DIRECTORS, OFFICERS, SHAREHOLDERS, PARTNERS, EMPLOYEES, AGENTS,
REPRESENTATIVES, AFFILIATES, ATTORNEYS, SUCCESSORS AND ASSIGNS,
HARMLESS FROM AND AGAINST ANY CLAIMS, DAMAGES, EXPENSES OR LOSSES,
RESULTING FROM OR RELATED TO BUYER'S (OR BUYER'S AGENT'S) ENTRY
UPON THE REAL PROPERTY OR ACTIVITIES IN RESPECT OF THE PROPERTY.
(c) The terms of this Section 14.4, as well as the right and ability of Seller to
enforce the same, shall survive the Closing or earlier termination of this Agreement.
14.5 Entire Agreement. This Agreement, including the Schedules and Exhibits
referred to herein, constitutes the entire contract between the Parties with respect to the subject
matter covered by this Agreement. This Agreement supersedes all previous representations,
arrangements, agreements and understandings by and among the Parties with respect to the
subject matter covered by this Agreement, including without limitation all prior letters of intent
executed between Buyer and Seller, and any such representations, arrangements, agreements and
understandings are hereby canceled and terminated in all respects. This Agreement may not be
amended, changes or modified except by a writing duly executed by both of the Parties hereto
and authorized and approved by the Bankruptcy Court.
14.6 Severability. If any provision of this Agreement, or any portion of any such
provision, is held to be unenforceable or invalid, the remaining provisions and portions shall
nevertheless be carried into effect.
14.7 Remedies. The Parties shall not be deemed to waive any of their rights or
remedies under this Agreement, unless such waiver is in writing and signed by the Party to be
bound. No delay or omission on the part of either Party in exercising any right or remedy shall
operate as a waiver of such right or remedy or any other right or remedy.
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14.8 Headings. The headings contained in this Agreement are for convenience only
and are not a part of this Agreement, and do not in any way interpret, limit or amplify the scope,
extent or intent of this Agreement, or any of the provisions of this Agreement.
14.9 Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an original, but all of which together shall constitute one and the same
agreement.
14.10 Attorneys' Fees. In the event any action is initiated for any breach of default in
any of the terms or conditions of this agreement, then the Party in whose favor judgment shall be
entered shall be entitled to have and recover from the non-prevailing Party all costs and expenses
(including attorneys' fees) incurred in such action and any appeal therefrom.
14.11 Governing Law and Adjudication. This Agreement shall be governed by and
interpreted in accordance with the laws (other than that body of law relating to conflicts of law)
of the State of Colorado. The proper venue for any claims, causes of action or other proceedings
concerning thi$ Agreement shall be in the Bankruptcy Court.
14.12 No Third Party Beneficiary. This Agreement creates rights and duties only
between the Parties, and no third party is or shall be deemed to be or shall have any rights as a
third party beneficiary.
14.13 Binding Effect. Subject to Section 14.1, this Agreement shall be binding upon
and shall inure to the benefit of the Parties and their respective successors, assigns and legal and
personal representatives.
14.14 Survival. Except as otherwise provided in this Agreement to the contrary, the
covenants and obligations of the Parties to this Agreement shall survive the Closing indefinitely.
14.15 Time of the Essence. Time is of the essence for the performance of each and ever
obligation hereunder.
14.16 Rules of Construction. The Parties agree that they have been represented by
counsel during the negotiation and execution of this Agreement and, therefore, waive the
application of any law, regulation, holding or rule of construction providing that ambiguities in
an agreement or other document will be construed against the party drafting such agreement or
document.
14.17 Further Assurances. Each of the Parties agrees to execute and deliver such
instruments and take such actions as the other may, from time to time, request in order to
effectuate the purpose and to carry out the terms of this Agreement. By way of example and not
limitation, and subject to the approval of the Bankruptcy Court, in the event Buyer determines
that any item of Property was not sold, transferred, assigned or conveyed to Buyer pursuant to
this Agreement (exclusive of any Excluded Property), and a reasonable reading or interpretation
of this Agreelllent indicates that such item ofProperty was inadvertently omitted, then each of
the Parties agrees to cooperate with the other and to execute such additional agreements and
documents and take such additional actions as may be reasonably required to transfer, assign or
convey such item of Property.
28
4827-3608-7569.12
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IN WI1NESS WHEREOF, the Parties have executed this Agreement as of the date first
above written.
4827-3608-7569.12
SELLER:
CORDILLERA GOLF CLUB, LLC, a
Delaware limited liability company
By: ______ ~ ~ - - ~ ~ ~ - - - - - -
Dan L. Fitchett, Jr., CEO
BUYER:
By: ________________________ ___
Name: ____________________ __
Title: -----------------------
[Signature Page to Purchase and Sale Agreement]
202
Draft: 10/24/12
CONSENT OF ESCROW AGENT
The undersigned Escrow Agent hereby agrees to (i) accept the foregoing Purchase
Agreement, (ii) be Escrow Agent under said Purchase Agreement, (iii) to make all filings
required u n d ~ r Section 6045 of the Internal Revenue Code of 1986, as amended, and (iv) be
bound by said Purchase Agreement in the performance of its duties as Escrow Agent; provided,
however, the undersigned shall have no obligations, liability or responsibility under (a) this
Consent or otherwise, unless and until said Purchase Agreement, fully signed by the parties, has
been delivered to the undersigned, or (b) any amendment to said Purchase Agreement unless and
until the same is accepted by the undersigned in writing.
Dated: ____ _, 2012
By _____________________ ___
Its. __________________ _
[Consent of Escrow Agent]
4827-3608-7569.12
202
4827-3608-7569.12
EXHIBIT "A"
Legal Description of the Land
[See attached]
A-1
Draft: 10/24112
202
.SCHEDULE A
1.BG.AL DBSCRJP110N
Parcell (fee -.le): (MOUNTAIN COURSE CLUBHOUSE)
. . .
TRACTA.., . .
CORDli.l.BRASUBDIVISION FILING NO. 14 Tim cLUB COT.rAGBS, A RBSUBDIVISION
OF TRACTS B-AND B-1, CORDII.LBRA SUBDIVISION FIUNG NO. 7, .
Accoiding Amended Plat recorded OctQber 18, 1994 in Book 652 at Page 841 as Reception
No. 548878.
COUNTY OF BAOLB
STATE OF CQJ..ORADO
Pareel2 (fee sbj)le): (MOUNTAIN COURSE)
Parcels L-1 and L-2, .
BBARCAT AT THB RANCH AT CORDJI.l.BRA.
CORDII.l.BRA SUBDIVISION, FILING NO. 12,
ACcording to tQe plat recorded August 30, 1994 in Book 648 at Page 856 as Reception No. 544897 .
COUNTY OFBAGLE
STATE OF COLORADO
Paree13 (fee stJnple): (MOUNTAIN COURSE)
Parcell..-3,
CORDIIJ...BRA SUBDIVISION, FILING NO. 28,
According to tlte Plat recorded June 9, 1997 in Book 728 at Page915 as Reception No.
. . . .
COUNTY OF BAOI.E
STATE OF COLORADO
Parcel4 (fee sJmple):-(MOUNTAIN COURSE FACILITY)
Tracts.
CORDILLBRASUBDIVISION, PILJNG NO. 8,
According tO the plat recorded June 24, 1993 inBook 612 at Page 300 as No. 508384.
COUNTY OFEAOLB
STATE OF COLORADO
Order Num&er. 91&951
ALTA Cclalmitnfllt (6117/06)- Scbedule f..
omcer: LIQjll WtlliiiU
tr.p2of8 ..
202
Pareel5 (fee slmple): (MOUNTAIN COURSE)
Tracts T1, T2 and T3,
cmD..LBRA sUBDIVISION. FnJNo No. 10. TR.Acr T
A RBSUDIVISION OF TRACT T . .
Accot<JinS to the plat rccotded December 17, 2004 88 Reception No. 900959.
COUNTY.OF BAGIB
ST,ATB OF COLORADO
Parcel6 (fee simple): (SlJMMIT COURSE)
Parcels W-1, W-2 and W-4,
CORDRLBRA SUBDIVISION, FJLING NO. 41.
according .to the plat recorded June 19, 2000 88 Rccep1ion No.
COUNTY OF BAGI...E
STATB OF
Parcel7 (fee sJmple): (SUMMIT COURSE)
Parcel W-3,
CORDJI:LERA SUBDIVIsiON, FJI.JNG NO. 36, BLOCK' 1, LO'l' 26,
according to the piat reeqrded DecemberS, 2001 as Reception No. 778130
COUNTY OF EAGLE
STATE OF COLORADO
Pareel8 (fee simple): (SUMMIT COURSE)
TractP,
CORDIILBRA SUBDIVISION, FJI.JNG NO. 41
according to the plai'recordcd June 19,2000 R.cccption No. 732428
COUNTY OF BAGLB
STATB OF COLORADO
HALFWAY ACCESS)
TractV,
CORDIU..ERA. SUBDIVISION, FJLING NO. 41
according to the plat recorded June 19, 2000 as Reception No. 732428
COUNTY OF BAGLB
Order Number. '958951
ALTA Comm!tmeat (6117106)- Scbeclalo A
'l1tle Of!lcr. Uada WillfaDII
Plp3of8
202
STATE OF COLORADO
PareellO (fee llmple): (StJM;MIT COURSE IRRIGATION POND)
TractB 1 . .
CORDII.LBRA,SUBDIVISION, FJUNO.NO. 37, .
according to tho plat recorded February 8, 2000 as Reception No. 7221S9.
COUNTY OF BAO:J.;B
STATE OF COLORADO
Pareellt (fee simple): (SUMMIT COURSE MAINTENANCE FACILITY)
. TractR-1,
CORDD..LBRA SUBDIVISION, PILING. NO. 44,
according to the plat recorded J"anuaiy 13, 2004 as No. 864906 ..
COUNTY OF BAGI.B
STATE OF COLORADO
Pareel12 (fee simple): (SUMMIT COURSE)
TractB,
CORDII..LBRA SUBDIVISION, PILING NO. Z7 . . .
According to tile Plat recorded JU11e 9, 1997 in Book 728 at Page 914 as Receptio1i jllo. 624876 and
the Concction Plat recorded May 26, 1998 as Reception No. 657679.
COUNTY OF EAGLE
STATE OF COLORADO.
Paree113 (ealf!Dlent):
An casement e$8te as described in Warranty Deed recorded February 2, 2004 as Reception No.
866472, described as follows:
A permanent utility and access easement of varying lying within and north of the .
of Colorado Sltighway 6 along the following described perimeter lOcated in the Southeast
Quarter of Section36, T 4 S, R 83 W of tho 6th P.M., with all bearings based on the Pinal Plat of St.
Claire ot Assili Parish according to the Plat thereof as Reconted. on October 29, 1996 in ihc office
. of the Eagle County Clerk and Rccordcr, Eagle County, Colorado at Book 709, Page 965 at
Reception No. 605945, and with the perimeter of said easement being more particularly described
asfollows:
Commencing at a found CDOT-R.O.W.Monmiient on the south right-ef-way of State Highway 6,
at station 1630+00, being a brass cap set in concrete, from wbich a similar CDOT-R.O.W.
Monument at station 1611+00 bearsS. 57 SS' 11" B. 1900.00 feet,
202
thence along said south.right..of-way S. 5755'11" B. 17.41 feet to the Point ofBegiJJning;
thence departing said south right-of-way the following five (S) coumes:
l)N. 30 51' 2S"B.l1.10feet;
2) N. 14 20' .44" a 79.91 feet;
3) N. 57 ss 11" w. 106.11 feet;
4) Along a curve to the right having an arc 1eo.gth of 211.91 feet.. a mdius of 5693.00 fc.et and a
central angleof2 err 58" with a chord distanccofN. 56 51' 12"W. 211.90 feet; ..
S) N. 26 01' 30" B. 13.\3 feet; to t:hC north right-Of-way of said State Highway 6;
Thence along said north right-of-way, alOng a curve tc? the r.ipt. having an 8J'C length of 83.73 feet. ..
a radius of 5680.00 feet and a c:entral angle of 00 SO' 41" with a chord bearing and distance ofN sso .
20' 45" W. 83.73 feet; . . . . .
thence departing said right-ofway the following thirteen (13) courses:
1) N. 35 00' 00" B. 62.84 feet;
2) N. 55 00' 00" W. 20.00 feet;
3) N. 35 00' 000: B. SQ.OO feet;
4) s. 55 oo oo, B. 93.00 feet;
5) s. 35 00''00" w. 78.00 feet;
6) s. 51 44' 40' B. 25.83 feet; .
7) s. 26 01' 30" w. 14.13 feet;
8) S. S4 21' 29" B. 54.81 feet;
9) s. 00 00' 00'" B. 3.82 feet;
10) s. ss 38" 2s B. 135.03 feet;
11) S. 57 SS' 11" B. 123.14 feet;
12) s. 14 20" 44" w. 98.80 feet; . . . .
13) s. 20 s 1' 25" W . 16.21 feet to the south of said State JBghway 6;
along said sOuth rl.ght..of-way N. 57 SS' 10" W. 20.39 feet. to the Point Beginning.
COUNTY OF EAGLE
STATE OF COLORADO
Parcel14 (fee simple): (VALLEY COURSE)
TractJ, .
CORDll.LBRA V AU..BY CLUB FILING NO. 1
According to the plat thereof recorded August 29, 1995 in Book 674 at Page 807 as Reception No.
570822. .
COUNTY OF BAGLa
STATE OF COLORADO
ParcellS (fee simple):' (V COURSE)
Tracts I and H. .
CORDILLERA VALLEY CLUB PllJNG NO.9, LEGACY 'fR.Aa
Older Number: 9589Sl
ALTA (Cif17106)- Sobeclalo A
'ntle Of!lGcr. t.lada WU1iallll
l'lp5of8
202
to plat thereof JeCOided July 15, i998 as Rec;eption No. 65488s.
COUNTY OFUAGLB
STATE OF COLORADO
and.
TractR,
CORDll.LBRAV AllEY CLUB FILING NO.9, LBGACY 'l."RAJL, TRAct R, .
Acconting plat recorded May 4, 1998 as No. 6S488S and the correction plat
. xecorded May 2J), No . 877949. . :
. .
COUNfY OFBAGLE
STATE OF cor.pRADO
. Pareel16 (fee &llinple): (SHORT COURsE)
TractB, .
CORDILLBRA SUBDIVISION FILING NO. 16, . . .
According to ti:e final plat recorded August 19, 1994 in Book 648 at Page 202 as Recep1ion No.
S44243 and C()lleCtion plat recotded November 21, 1994 in Book 655 at Page 562 as Reception No.
551596. .
COUNTY OF llAGLB
STATE OF COLORADO
Parcell? (easement):.(SHORT COURSE)
', .
An easement for the purpose af constrl,lcting. installing, using maintaining, repairing and replacing
from time to time the golf course related improvements as granted and delineateO in that :BaSement
A.greement recorde.d 18, 2003 as Reception No. 862401 and re-ICCOrdcd November 6,
2006 as R.Cception No. 200630398.
COUNTY OFBAGLB
STATE OF COLORAoo
.
ParcellS (feeWiimPle): (SHORT COURSE)
Kensington Omen Par 3 MaintcDallCO Fac.ility Lot,
CORDB..LBRA SUBDIVISION FILING NO. 31,
Acconting to tile correction plat recorded septMmer 8, 1998 as Reception No.
COUNTY OFBAGLE
STATE OF cOLORADO
Pareel19 (feesbnple): (SHORT COURSE)
Order Num1ler:
(6117106)-Scbedule A
'Dtlo om-: lJafk Willllma
l'lp6of8 .

202
Tract A,
CORDn.LBRA SUBDIVISION F'JLIN'GNO. 31, . .
According correction plat recorded Septerilber 8, 1998 fs Reception No. 668666.
Pareel20
Non-exclusive easmnent for access and use oyer tb.psc portions of the Co!Jjmon ARia reasonable
necessary tO the operation, ma;nrcoance, tcpair and repJacement of the golf cOurse.
Non:-exclusive casement for overspray of from any irrigation system serving the goi:r co111'8C.
Easement of access for the purpose of retrleviDg golf balls from bodies of water witliin the Common
Area lying within l'8i1gc of golf balls hit from the golf course.
All as granted and fn Article (b) (c) and (d) of that Declatation of CovcnaDts, .
Conditions, and Restrictions for Co!dillera Community Association June 29, 1992 in Book
583 at Page 584 as' Reception l':lo. 479690.
Pareel21 (easement):
Non-exclusive casement for and use over those portion& of the Com1n<i Aroa
necessary to the maintcnancc, repair and replacement of the golf course.
Non-exclusive casement for overspxay of water from any system serving the golf epurse,
Basement of aoccss for the purpose of retrieving golf balls from bodies of water witbin tb8 Common
Atea lyiq within range of golf balls bit the galf course.
All as granted and delineated hi Article 13.5 (b) (c) and (d) of that Certificate of Amendment
Amended and Restated Declaration of COvenants, Conditions and Restrictions for Cordillcta
12, 1993 in Book 608 at Pap 785 as No. 504866.
Parcel22 (e&Selllent):
Non-exclusive casement for access and usc over those portipna 'of the Common Area reasonably
necessary to the operation, maintenance, repair and rcplaccJnent the golf course.
. . .
Non -:exclusive cascmeut for of water from any serving the golf
'
Basement for the purpose. of blending the grading of the go1f cow:se telate(l facilities as
the clubhouse) with such Lots and Qmnnon Area and. for grass sodding and IandscapiDg of such
borders of the golf course and related
All as granted and delineated itt Sections 8.12.2, &.12.3 .and 8.12.4 Of that Declamtion of Cova18Qts,
Conditions and Restrictions and Basements of Blackhorse at Cordillera rccotded Noveuibcr 5, 2001
as Reception No. 771735.
Order N\lllliMr. 958951
AI:fA Ci:llllmitaum (6117106) - Soblcblle 10
- otflcr. Ullda WUBaml
Pap7of8
202
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
EXHffiiT"B"
QUITCLAIM DEED
Draft: 10/24/12
THIS QUITCLAIM DEED, made this __ day of 2012,
between CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company whose legal
address is 97 Main Street, Suite 202, City of Edwards, County of Eagle, State of Colorado (the
"Grantor"), and , a , whose legal
address is of the County of _______ ....)
State of (the "Grantee"):
WITNESSETH, that the Grantor, for and in consideration of the sum of Ten Dollars
($1 0.00), the;: receipt and sufficiency of which are hereby acknowledged, has REMISED,
RELEASED,Jsold, conveyed and quitclaimed, AND BY THESE PRESENTS DOES REMISE,
RELEASE, SELL, CONVEY AND QUITCLAIM, unto the Grantee, its heirs, successors and
assigns forevtr, all the right, title, interest, claim and demand which the Grantor has in and to the
real property, together with improvements, if any, situated, lying and being in the city of
Edwards, County of Eagle, State of Colorado, legally described as:
See Eliliibit "A" attached hereto and incorporated herein by reference (the "Land").
TO HAVE AND TO HOLD the same, together with all and singular the appurtenances
and privileges thereunto belonging or in anywise thereunto appertaining, and all the estate,
rights, title, interest and claim whatsoever, of the Grantor, either in law or equity, to the only
proper use, benefit and behoof of the Grantee, its successors and assigns forever, subject.only to
the matters set forth on Exhibit "B'' which is attached hereto and incorporated herein by this
reference (the "Permitted Title Exceptions"). The singular number shall include the plural, the
plural and the singular, and the use of any gender shall be applicable to all genders.
EXCEPT AS EXPRESSLY SET FORTH IN THAT CERTAIN PURCHASE AND
SALE AGREEMENT AND ESCROW INSTRUCTION BETWEEN GRANTOR AND
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GRANTEE, DATED AS OF 2012 (THE "PURCHASE AGREEMENT''), THE
SALE OF THE LAND IS MADE ON AN "AS IS," "WHERE IS" AND "WITH ALL FAULTS"
BASIS, AND THE PROVISIONS OF ARTICLE 12 OF THE PURCHASE AGREEMENT ARE
INCORPORATED HEREIN BY REFERENCE AS IF FULLY SET FORTH HEREIN.
IN WITNESS -WHEREOF, Grantor has executed this deed on the date set forth above.
STATE OF COLORADO

COUNTY OF EAGLE
GRANTOR:
CORDILLERA GOLF CLUB, LLC, a Delaware
limited liability company
By:
BEFORE ME, the undersigned authority, on this day personally appeared-------
-----------''the of _______ __
___________ _,a , known to me
to be the person whose name is subscribed to the foregoing instrument and acknowledged to me
that he executed the same for the purposes and consideration therein expressed, as the act and
deed of said entity and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the_ day of _____ '"'""'
2012.
Notary Public, State of Colorado
B-2
4827-3608-7569.12
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EXHffiiT"A"
TO QIDTCLAIM DEED
LEGAL DESCRIPTION
[See attached]
B-3
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EXHIBIT "B"
. TO QUITCLAIM DEED
PERMITTED TITLE EXCEPTIONS
[See attached]
B-4
4827-3808-7569.12
202
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
EXHIBIT "C"
QUITCLAIM DEED FOR WATER RIGHTS
Draft: 10/24/12
THIS QUITCLAIM DEED, is made this __ day of 2012, by
CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company, whose address is
("Grantor") to a
whose address is
("Grantee").
WITNESSETH, that pursuant to that certain Purchase and Sale Agreement and Escrow
Instructions, dated 2012, by and between Grantor and Grantee (as
amended and assigned, the "Purchase Agreement"), the Grantor, for and in consideration of the
sum of Ten Dollars ($1 0.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, has sold, conveyed and quitclaimed and by these
presents does quitclaim unto the Grantee, its successors and assigns forever, without
representation or warranty, all of Grantor's right, title and interest in and to the water rights and
water contracts (the "Water Rights"), beneficially used on, appurtenant to, or associated solely
with the land situated in the County of Eagle, State of Colorado, legally described as:
See Exhibit A, attached hereto and incorporated herein by reference (the "Land").
The Water Rights include all surface water rights and ground water rights, whether
tributary, non-tributary or not non-tributary, adjudicated or not adjudicated, decreed plans for
augmentation, decreed appropriative rights of exchange, all water contracts, and all water
allotments in facilities owned by the United States of America or others associated with the Land
including, without limitation, the Water Rights specifically described on Exhibit B attached
hereto and incorporated herein by reference. Notwithstanding the foregoing, the term "Water
Rights" shall hot include the Excluded Property (as defined in the Purchase Agreement).
TOGETHER WITH all headgates, easements and rights-of-way, permits, ditches and
ditch rights, dams, ponds, reservoirs and reservoir rights, pipelines and pipeline rights, wells and
wells rights, and any and all other structures and interests, if any, owned by Grantor, existing or
C-1
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Draft: 10/24/12
proposed, used or necessary to divert, deliver or use the water available under the Water Rights
from their points of diversion to their places of use on the Land.
TO HAVE AND TO HOLD the said rights above quitclaimed and described, with the
appurtenances, unto the Grantee, its successors and assigns forever, subject to any and all matters
of record.
EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, THE
SALE OF THE WATER RIGHTS IS MADE ON AN "AS IS", "WHERE IS'' AND "WITH
ALL FAULTS" BASIS, AND THE PROVISIONS OF ARTICLE 12 OF THE PURCHASE
AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AS IF FULLY SET
FORTH HEREIN.
EXECUTED as of the date set forth above.
STATEOFCOLORADO

COUNTY OF EAGLE
GRANTOR:
By: ____________ _
BEFORE ME, the undersigned authority, on this day personally appeared-------
-------------''the of ________ ~
-------------''a known to me
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the __ day of _____ _.
2012.
(Typed or Printed Name ofNotary)
My Commission Expires:--------
C-2
4827-3608-7569.12
'
202
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EXHIBIT "A"
TO QUITCLAIM DEED FOR WATER RIGHTS
LEGAL DESCRIPTION OF THE LAND
[See attached]
C-3

202
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EXHIBIT "B"
TO QUITCLAIM DEED FOR WATER RIGHTS
DESCRIPTION OF WATER RIGHTS
[See attached]
C-4
4827-3608-7569.12
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STATE OF COLORADO

COUNTY OF EAGLE
Draft: 10/24/12
EXHIBIT "D"
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS:
THIS BILL OF SALE is made by the undersigned, CORDILLERA GOLF CLUB, LLC,
a Delaware limited liability company ("Seller"), in favor of , a
______ ("Buyer''). Seller and Buyer may be individually referred to herein as a
~ ~ ~ " o r collectively referred to herein as "Parties."
WHEREAS, this Bill of Sale is being entered into pursuant to and in accordance with that
certain Purchase and Sale Agreement and Escrow Instructions, dated ---------.:>
2012, by and between Seller and Buyer (as amended and assigned, the "Purchase Agreement").
Capitalized terms used herein without definition shall have the meaning given to such terms in
the Purchase Agreement; and
WHEREAS, Seller has of even date herewith conveyed to Buyer the Property; and
WHEREAS, pursuant to the Purchase Agreement, Seller is to sell, convey, and transfer to
Purchaser, by bill of sale, all of Seller's right, title and interest in and to the Personal Property.
NOW, THEREFORE, subject to and in accordance with the Purchase Agreement, and in
consideration of the sum ofTEN DOLLARS ($10.00) and of the premises, and of other good and
valuable coi1$ideration, the receipt and sufficiency of which are hereby acknowledged, Seller has
GIVEN, GRANTED, CONVEYED, ASSIGNED, TRANSFERRED, BARGAINED, SOLD,
REMISED, RELEASED, ALIENA TED, SET OVER, and CONFIRMED, and by these presents
does GIVE, GRANT, CONVEY, ASSIGN, TRANSFER, BARGAIN, SELL, REMISE,
RELEASE, ALIENATE, SET OVER, and CONFIRM unto Buyer, its successors and assigns,
forever, as an entirety, without representation or warranty, all of Seller's right, title, and interest
in and to all of the Personal Property (subject to the Leases, as applicable).
PROVIDED, HOWEVER, that nothing herein shall be deemed to constitute an
assignment or an attempt to assign the Personal Property or any licenses, franchises, permits, and
other goverrunental authorizations held by Seller relating to the Property or used by Seller in
connection with the operation and management of the Property which are not permitted to be
assigned by any federal, state, or local governmental or quasi-governmental authority, and if any
such license, franchise, permit, or other governmental authorization may not be fully assignable
except with the approval of any federal, state, or local governmental or quasi-governmental
authority, th assignment shall occur only upon obtaining such approval.
TO ItA VE AND TO HOLD all of Seller's interest in the Personal Property unto Buyer,
its successors and assigns forever.
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EXCEPT AS EXPRESSLY SET FORTH IN THE PURCHASE AGREEMENT, THE
SALE OF THE PERSONAL PROPERTY IS MADE ON AN "AS IS", "WHERE IS'' AND
"WITH ALL FAULTS" BASIS (INCLUDING, WITHOUT LIMITATION, ANY AND ALL
OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED UNDER THE
UNIFORM COMMERCIAL CODE IN EFFECT IN COLORADO OR ANY OTHER
JURISDICTION WHOSE LAW MAY BE APPLICABLE TO THE CONSTRUCTION OR
ENFORCEMENT OF THE PURCHASE AGREEMENT OR THIS INSTRUMENT), AND THE
PROVISIONS OF ARTICLE 12 OF THE PURCHASE AGREEMENT ARE INCORPORATED
HEREIN BY REFERENCE AS IF FULLY SET FORTH HEREIN.
This Bill of Sale may be executed in one or more identical counterparts, each of which
such counterpart shall be deemed an original for all purposes and all such counterparts
collectively consisting of one such Bill of Sale.
IN WITNESS WHEREOF, Seller and Buyer have caused this Bill of Sale to be executed
by a duly authorized officer of each such entity this __ day of 2012.
4827-3608-7569.12
SELLER:
By:. ___________ _
D-2
202
STATE OF COLORADO

COUNTY OF EAGLE
Draft: 10/24/12
BEFORE ME, the undersigned authority, on this day personally appeared--------
-------------,the of _____________ _
_____ _,_ ______ _,a , known to me
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the_ day of _____ __,
2012 ..
(Typed or Printed Name of Notary)
My Commission Expires:-------------
D-3
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BUYER:
- - - - - - - - - - - - - - - - - - - - - - - - - - ~ a
By:
Nrune: __________________________ __
Title:
STATE OF COLORADO

COUNTY OF EAGLE
BEFORE ME, the undersigned authority, on this day personally appeared---------
- - - - - - - - - - - - - - - - - - ~ t h e of ____________ _
----------------------' a , known to me
to be the person whose nrune is subscribed to the foregoing instrument and acknowledged to me
that he executed the srune for the purposes and consideration therein expressed, as the act and
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the_ day of _____ -J
2012.
(Typed or Printed Nrune of Notary)
My Commission Expires: --------------
D-4
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EXHIBIT "A"
TO BILL OF SALE
PERSONAL PROPERTY
[See attached]
D-5
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EXHIBIT "E"
ASSIGNMENT AND ASSUMPTION OF LEASES
THIS ASSIGNMENT AND ASSUMPTION OF LEASES ("Assignment"), is made and
entered into effective the-- day of , 2012, by and between CORDILLERA
GOLF CLUB, LLC, a Delaware limited liability company ("Assignor"), and
a ("Assignee"), both of
whom may be referred to herein as the "Parties" and each of whom may be referred to herein as

RECITALS
A. Assignor and Assignee are parties to that certain Purchase and Sale Agreement
and Escrow Instructions, dated 2012 (as amended and assigned, the "Purchase
Agreement"). Unless otherwise expressly provided herein, capitalized terms used in this
Assignment shall have the meaning ascribed to such terms in the Purchase Agreement.
B. This Assignment is made pursuant to, as required by, and subject to the terms : .
and conditions of the Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties hereto agree as follows:
1. Assignment of Leases. Subject to the provisions of the Purchase Agreement,
effective as of the Closing, Assignor hereby assigns, transfers, conveys and delivers to Assignee,
and Assignee hereby accepts the assignment of, all of Assignor's right, title and interest in, to
and urtder the Leases, all as listed or described on the attached Exhibit "A," attached hereto and
incorporated herein by reference (the "Assumed Leases"). Notwithstanding the foregoing, the
term "Assumed Leases" shall not include the Excluded Property and the Excluded Liabilities.
2. Assumption of Obligations. Subject to the provisions of the Purchase Agreement,
effective as of the Closing, Assignee hereby assumes and agrees to perform and to be bound by
all of the terms, covenants, conditions and obligations imposed upon the lessor or landlord under
the Leases accruing on or after the Closing.
3. Governing Law; Jurisdiction and Venue. This Assignment shall be governed by
the laws of the State of Colorado. The proper venue for any claims, causes of action or other
proceedings concerning this Assignment shall be in the Bankruptcy Court.
4. Attorneys' Fees. In the event of any legal action between Assignor and Assignee
arising out of or in connection with this Assignment, the prevailing party shall be entitled to
recover from the other party reasonable attorneys' fees and costs of suit.
5. Binding Effect I No Third-Partv Benefits. This Assignment and the terms and
provisions hereof shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns whenever the context so requires or permits. This Assignment
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is for the sole and exclusive benefit of the parties hereto and their respective successors and
permitted assigns, and no third party is intended to or shall have any rights hereunder.
6. Entire Agreement. This Assignment and the Purchase Agreement are the entire
agreement between the parties (and/or their respective affiliates) with respect to the Assumed
Leases hereby assigned, and incorporates all prior agreements and understandings of the parties
hereto.
7. Invalidity. If any part or provision of this Assignment is declared invalid by a
court of competent jurisdiction, this Assignment shall be construed as if such part or provision
did not exist, and the balance hereof shall be given full effect.
8. Counterparts. This Assignment may be executed in counterparts, each of which
agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Assignment as of the
date first above written.
4827-3608-7569.112
ASSIGNOR:
By: ____________ _
ASSIGNEE:
---------------''a
By:
Name: _________________ __
Title:
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EXHIBIT"A"
TO ASSIGNMENT AND ASSUMPTION OF LEASES
ASSUMED LEASES
[See attached]
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EXHIBIT"F"
ASSIGNMENT OF TRADE NAMES AND TRADEMARKS
THIS ASSIGNMENT OF TRADE NAMES AND TRADEMARKS (this "Assignment")
is made and entered into effective as of the_ day of 2012, by and between
CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company ("Assignor"), and
--------'a ("Assignee").
RECITALS
and Escrow Instructions, dated 2012 (as amended and assigned, the "Purchase
Agreement"). Unless otherwise expressly provided herein, capitalized terms used in this
B. This Assignment is made pursuant to, as required by, and subject to the terms and
conditions of the Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignment. Subject to the provisions ofthe Purchase Agreement, effective as of
the Closing, Assignor hereby irrevocably assigns to Assignee, without representation or warranty
of any kind, all of Assignor's right, title and interest in and to the Trade Names and Trademarks,
all as set forth on Exhibit "A," attached hereto and incorporated herein by reference (collectively,
the "Assigned Marks"). Notwithstanding the foregoing, the term "Assigned Marks" shall not
include the Excluded Property or the Excluded Liabilities.
2. Assumption of Obligations. Subject to the provisions ofthe Purchase Agreement,
effective as ofthe Closing, Assignee hereby assumes and agrees to perform all of the obligations,
terms and covenants of Assignor with respect to the Assigned Marks, which obligations, terms
and covenants accrue on or after the Closing. Furthermore, Buyer hereby grants to Seller a
nonexclusive and royalty free six (6) month license to use the Assigned Marks in connection
with winding 111p the affairs of Seller and the Bankruptcy Case.
3. Governing Law: Jurisdiction and Venue. This Assignment shall be governed by
proceedings concerning this Assignment shall be in the Bankruptcy Court. -
4. Attorneys' Fees. In the event of any legal action between Assignor and A s s i g n e ~
5. :Binding Effect I No Third-Party Benefits. This Assignment and the terms and
respective suceessors and assigns whenever the context so requires or permits. This Assignment
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6.. Entire Agreement. This Assignment and the Purchase Agreement are the entire
agreement between the parties (and/or their respective affiliates) with respect to the Assigned
Marks hereby assigned, and incorporates all prior agreements and understandings of the parties
hereto. .
8. Countemarts. This Assignment may be executed in counterparts, each of which
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the
4827-3608-7569.12
ASSIGNOR:
By:. ________________________ _
ASSIGNEE:
- - - - - - - - - - - - - - - - - - - - - - - - - - - - ~ a
By:
Name: ____________________________ __
Title:
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EXHIBIT "A" TO
ASSIGNMENT OF TRADE NAMES AND TRADEMARKS
[See attached]
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EXHIBIT "G"
ASSIGNMENT AND ASSUMPTION OF CONTRACTS
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS ("Assignment") is made
and entered into effective as of the _ day of 2012, by and between
CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company ("Assignor") and
________ __,a ("Assignee").
RECITALS
and Escrow Instructions, dated as of , 2012 (as amended and assigned, the
"Purchase Agreement"). Capitalized terms used in this Assignment without definition shall have
the meaning ascribed to such terms in the Purchase Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby
1. Assignment of Contracts. Subject to the provisions of the Purchase Agreement,
effective as of the Closing, Assignor hereby assigns, transfers and sets over to Assignee, without
representation or warranty of any kind, all of Assignor's right, title and interest, in, to and under
all of the Contracts, all as listed or described on the attached Exhibit "A," attached hereto and
incorporated herein by reference (the "Assumed Contracts"). Notwithstanding the foregoing, the
term "Assumed Contracts" shall not include the Excluded Property or the Excluded Liabilities.
2. Assumption of Obligations. Subject to the provisions of the Purchase Agreement,
effective as of the Closing, Assignee hereby assumes and agrees to perform all of the obligations,
terms and covenants of Assignor under each of the Assumed Contracts, which obligations, terms
and covenants accrue on or after the Closing.
5. Binding Effect I No Third-Party Benefits. This Assignment and the terms and
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agreement between the parties (and/or their respective affiliates) with respect to the Assumed
Contracts hereby assigned, and incorporates all prior agreements and understandings of the
parties hereto.
7. ,Invalidity. If any part or provision of this Assignment is declared invalid by a
court of jurisdiction, this Assignment shall be construed as if such part or provision
8. . Counterparts. This Assignment may be executed in counterparts, each of which
agreement.
4827-3608-7569.12:
ASSIGNOR:
By: ____________ _
ASSIGNEE:
______________________________ ,a
By:
Name: ____________________________ __
Title:
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EXHIBIT "A"
TO ASSIGNMENT AND ASSUMPTION OF CONTRACTS
ASSUMED CONTRACTS
[See attached]
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EXHIBIT "H"
ASSI<rNMENT OF PERMITS, ENTITLEMENTS. INTANGIBLES AND IP
THIS ASSIGNMENT OF PERMITS, ENTITLEMENTS, INTANGffiLES AND IP
("Assignment,;,) is made and entered into effective as of the __ day of 2012, by
and between CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company
("Assignor"), and a ("Assignee").
RECITALS
and Escrow Instructions, dated as of 2012 to time (as amended and assigned,
the "Purchase Agreement"). Unless otherwise expressly provided herein, capitalized terms used
in this Assignment shall have the meaning ascribed to such terms in the Purchase Agreement.
B. This Assignment is made pursuant to, as required by and subject to the terms and
NOW,.THEREFORE, for good and valuable consideration, the receipt ofwhich is hereby
1. Assignment of Permits. Entitlements. Intangibles and IP. Subject to the
provisions of the Purchase Agreement, effective as of the Closing, Assignor hereby assigns,
transfers, sets over and delivers to Assignee, without representation or warranty of any kind, all
of Assignor's right, title and interest, if any, in and to all Permits, Entitlements, Intangibles and
IP (collectively, the "Assigned Property). Notwithstanding the foregoing, the term "Assigned
Property" shall not include the Excluded Property or the Excluded Liabilities.
2. . Assumption of Obligations. Subject to the provisions of the Purchase Agreement,
effective as df the Closing, Assignee hereby assumes and agrees to (i) perform all of the
obligations, terms and covenants of Assignor under and with respect to the Assigned Property,
which obligations, terms and covenants accrue on or after the Closing, and (ii) be responsible for,
and pay all costs related to, obtaining any required consent to the assignment and transfer of the
Assigned Property.
3. .Governing Law; Jurisdiction and Venue. This Assignment shall be governed by
provisions shall inure to the benefit of and be binding upon the parties hereto and their
respective and assigns whenever the context so requires or permits. This Assignment
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agreement between the parties (and/or their respective affiliates) with respect to the Permits,
Intangibles and Entitlements hereby assigned, and incorporates all prior agreements and
understandings of the parties hereto.
8. Countemarts. This Assignment may be executed in counterparts, each of which
agreement.
4827-3608-7569.12
ASSIGNOR:
By: ____________ _
ASSIGNEE:
- - - - - - - - - - - - - - - - - - - - - - - - - - ~ ~ a
By:
Name: ____________________________ __
Title:
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EXIDBIT"I"
.ASSIGNMENT AND ASSUMPTION OF WATER CONTRACTS
THIS! ASSIGNMENT AND ASSUMPTION OF WATER CONTRACTS (this
is made and entered in this __ day of 2012, by and between
CORDILLERA GOLF CLUB, LLC, a Delaware Iinlited liability company (the "Assignor"), and
-:------------(the "Assignee'').
RECITALS
A. . Assignor and Assignee are parties to that certain Purchase and Sale Agreement
and Escrow Jnstructions, dated , 2012 (as amended and assigned, the "Purchase
Agreement");. Unless otherwise expressly provided herein, capitalized terms used in this
NOW, THEREFORE, for good and valuable consideration, the receipt sufficiency of
which are hereby acknowledged, Assignor and Assignee hereby agree as follows:
1. Assignment. Subject to the provisions of the Purchase Agreement, effective as of
the Closing, Assignor hereby assigns, transfers and sets over to Assignee, without representation
or warranty of any kind, all of Assignor's duties, obligations, liabilities, commitments, rights,
title, interest and benefit, if any, in, to and under all of the Water Contracts relating to the
Property, all as listed or described on Exhibit "A," attached hereto and incorporated herein by
reference.
2. Governmental Restrictions. Nothing contained herein shall be deemed to
constitute an assignment or an attempt to assign any licenses, franchises, permits and other
governmental authorizations held by Assignor relating to the Water Contracts, which are
prohibited from being assigned by any federal, state or local governmental or quasi-
governmental authority.
3. Assumption of Obligations. Except as provided in Section 2 hereof, effective as
of the Closing, Assignee hereby assumes and agrees to perform all of the duties, liabilities,
obligations, terms and covenants of Assignor with respect to the Water Contracts or arising from
the assumption of the Water Contracts, which obligations, terms and covenants accrue on or after
the Closing.
proceedings eonceming this Assignment shall be in the Bankruptcy Court.
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arising out of or in connection with this Assiglun.ent, the prevailing party shall be entitled to
provisions hereof shall inure to the benefit of and be binding upon the. parties hereto and their
7. Entire Agreement. This Assignment, the Purchase Agreement and the other
Transaction Documents, to the extent applicable, are the entire agreement between the parties
(and/or their respective affiliates) with respect to the Water Contracts hereby assigned, and
incorporates all prior agreements and understandings of the parties hereto.
9. Counterparts. This Assignment may be executed in counterparts, each of which
agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Assignment on the date
first written above.
4827-3608-7569.12
ASSIGNOR:
By: ____________ _
ASSIGNEE:
-----------------------------------------------'a
By:
Name: __________________________________________________ ___
Title:
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EXHIBIT "A"
TO ASSIGNMENT AND ASSUMPTION OF WATER CONTRACTS
WATER CONTRACTS
[See attached]
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EXHIBIT "J"
CERTIFICATE OF NON-FOREIGN STATUS
The undersigned, being duly sworn, hereby deposes, certifies and states on oath as
follows:
1. That the undersigned, DAN L. FITCHETT, JR., is duly authorized to execute this
Certificate of Non-Foreign Status in his representative capacity on behalf of CORDILLERA
GOLF CLUB, LLC, a Delaware limited liability company ("Transferor");
2. That the principal place of business, principal office and chief executive office of
the Transferor is 97 Main Street, Suite E-202, Edwards, Colorado 81632.
3. That the Transferor is not a "foreign corporation," "foreign partnership," "foreign
trust/' or "foreign estate," as such terms are defmed in the United States Internal Revenue Code
of 1986, as amended (the "Code"), and Regulations promulgated thereunder, and is not otherwise
a "foreign person," as defined in Section 1445 of the Code;
4. That the Transferor's United States taxpayer identification number (Employer
Identification Number) is: 27-0331317.
5. That the undersigned is making this Certificate ofNon-Foreign Status pursuant to
the provisions of Section 1445 of the Code in connection with the sale of the real property
described on Exhibit "A," attached hereto and incorporated herein by reference, by the
Transferor to ("Transferee"), which sale constitutes the
disposition by the Transferor of a United States real property interest, for the purpose of
establishing that the Transferee is not required to withhold tax pursuant to Section 1445 of the
Code in connection with such disposition; and
6. That the undersigned acknowledges that this Certificate of Non-Foreign Status
may be disclosed to the Internal Revenue Service and any other applicable governmental
authorities by the Transferee, that this Certificate ofNon-Foreign Status is made under penalty of
perjury, and that any false statement made herein could be punished by fine, imprisonment, or
both.
Under penalty of perjury, I declare that I have examined the foregoing Certificate of Non-
Foreign Status and I hereby certify that it is true, correct and complete ..
DAN L. FITCHETT, JR., CEO
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STATE OF COLORADO

COUNTY OF EAGLE
BEFORE M:B, the undersigned authority, on this day personally appeared--------
-----------------'the of ____________ _
_____ ....._ __________ _, a known to me
that he the same for the purposes and consideration therein expressed, a5 the act and
GIVEN UNDER MY HAND AND SEAL. OF OFFICE this the_ day of _____
2012.
My Commission Expires:----------
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EXIDBIT"A"
TO CERTIFICATE OF NON-FOREIGN STATUS
[Legal Description of Real Property - See attached]
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EXHIBITK
Contract No. 3-07-50-W0903
ASSIGNMENT OF CONTRACT
FOR VALUE RECEIVED, CORDILLERA GOLF CLUB, LLC, a Delaware limited
liability company ("Assignor"), hereby assigns, transfers and sets over to
a ("Assignee"), without
representation or warranty of any kind or nature, all rights, title and interest held by the Assignor
in and to the following described contract:
All of the water, totaling 65 acre-feet (the "Contracted Water"), under United States
Department, of the Interior Water Service Contract No. 3-07-50-W0903, dated
November 30, 1992, for the delivery of water from Green Mountain Reservoir (the
"Contract").
The Assignee hereby assumes and agrees to pay and perform all the remaining and
executory obligations of the Assignor under the Contract and to comply with all terms of the
Contract.
The Assignee is a that will serve the property
originally represented to the Bureau in Paragraph 6.a. of the Contract to be served with the
Contracted Water. The Assignee hereby agrees that the Contracted Water shall be used in
accordance with the terms of the Contract and the Operating Policy for Green Mountain
Reservoir, as. it may change from time to time, and in accordance with applicable law and all
decrees related to the Contracted Water, including but not limited to any case that may be filed
by Assignee, or its assigns, in Water Division No.5.
This Assignment is being made subject to the terms and conditions of that certain
Purchase and Sale Agreement and Escrow Instructions, dated as of 2012, by and
between Assignor and Assignee (as amended and assigned), and shall be binding upon and inure
to the benefit of the parties, their successors and assigns.
The new Contractor's name, address, and telephone number for notices shall be:
Attn:. ___________ __
Telephone: (___) ---.....,....--
Facsimile: (___) ----------
4827-3608-7569.1;a
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With copy to:
Attn:
------------------
Telephone: (__). _______ __
Facsimile:(__)-------
This Assignment of Contract is executed by the parties as of the __ day of
_______ _, 2012.
STATEOFCOLORADO

COUNTY OF EAGLE
ASSIGNOR:
By: _______________ _
--------------'the of __________ _
--------------------'a , known to me
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the_ day of _____ _,
2012.
My Commission Expires:-----------
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ASSIGNEE:

By:
Nrune: ______________________ __
Title:
STATE OF COLORADO

COUNTY OF EAGLE
BEFORE ME, the undersigned authority, on this day personally appeared---------------
of ________________ _
a , known to me
to be the person whose nrune is subscribed to the foregoing instrument and acknowledged to me
that he executed the srune for the purposes and consideration therein expressed, as the act and
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the __ day of ______ ,
2012.
(Typed or Printed Nrune ofNotary)
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EXHIBIT "L"
Contract No. 4-07-60-W1015
liability company e'Assignor"), hereby assigns, transfers and sets over to
------------......: a ("Assignee''), without
representation or warranty of any kind or nature, all rights, title and interest held by the Assignor
in and to the following described contract:
235 acre-feet of the water under United States Department of the Interior Water
Service Contract No. 4-07-60-WlOlS, dated April 21, 1994 (the "Contracted Water"), for
the delivery of water from Green Mountain Reservoir, Colorado (the "Contract").
Contract.
The Assignee is a that will serve the property originally
represented to the Bureau in Paragraph 6.a. of the Contract to be served with the Contracted
Water. The Assignee hereby agrees that the Contracted Water shall be used in accordance with
the terms of the Contract and the Operating Policy for Green Mountain Reservoir, as it may
change from time to time, and in accordance with applicable law and all decrees related to the
Contracted Water, inCluding but not limited to any case that may be filed by Assignee, or its
assigns, in Water Division No. 5.
Purchase and Sale Agreement and Escrow Instructions, dated as of 2012, by and
Attn: ______________ __
Telephone: (___) ___ _
Facsimile: (___) --------
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With a copy to:
Attn:. ______________ __
Telephone: (_) _____ __
Facsindle: (_) _______ _
------ 2012.
ASSIGNOR:
By:. ________________________ _
STATE OF COLORADO

COUNTY OF EAGLE
BEFORE ME, the undersigned authority, on this day personally appeared------------
- - - - - - - - ~ - - - - - - - - ~ t h e of _______________ _
_____ __,.. ___________ ,a , known to me
that he executed the sallie for the purposes and consideration therein expressed, as the act and
GIVEN UNDER MYHAND AND SEAL OF OFFICE this the_ day of _____ _
2012.
My Commission Expires:--------------
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ASSIGNEE:
- - - - - - - - - - - - - - - - - - - - - - - - - - ~ a
By:
Name: ---------------------
Title:
STATE OF COLORAI)O

COUNTY OF EAGLE
BEFORE ME, the undersigned authority, on this day personally appeared---------------
------------------the of ______________ _
------------------- a , known to me
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the_ day of _____ _
2012.
My Commission Expires:--------
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EXHIBIT"M"
CRWCD No. 99-12
liability company ("Assignor"), hereby assigns, transfers and sets over to
_________ __.)a ("Assignee"), all rights, title and interest
held by the Assignor in and to the following described contract:
10 acre-feet (100%) of Eagle River Supply ("Contracted pursuant to Water
Supply Contract ("Contract") with Colorado River Water Conservation District, acting by
and through its Colorado River Water Projects Enterprise ("River District") (CRWCD 99-
12), dated Juily 30, 1999.
Contract.
The Assignee is a that will serve the property originally
represented to the River District tci be served with the Contracted Water. The Assignee hereby
agrees that the Contracted Water shall be used in accordance with the terms of the Contract, the
River District's Water Marketing Policy, as it may change from time to time, and in accordance
with applicable law and all decrees related to the Contracted Water, including but not limited to
any case that may be filed by Assignee, or its assigns, in Water Division No.5.
Purchase and, Sale Agreement and Escrow Instructions, dated as of , 2012, by and
Attn: --------------
Telephone: (___) ___ _
Facsimile:(___) ___ _
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With a copy to:
Attn: ---------------
Telephone: L__) _____ _
Facsimile: L__) ___ _
_____ _, 2012.
STATE OF COLORADO

COUNTY OF EAGLE
ASSIGNOR:
By: ____________________ _
- - - - - - - - - - - - ~ t h e of ________________ _
------------------' a known to me
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the_ day of _____ ~
2012.
My Commission Expires:------------
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ASSIGNEE:
- - - - - - - - - - - - - - - - - - - - ~ a
By:
Name: ____________ __
Title:
STATEOFCOLORADO

COUNTY OF EAGLE
BEFORE ME, the undersigned authority, on this day personally appeared--------
------------'the of ___________ _
---------------'a known to me
GIVEN UNDER MY HAND AND SEAL OF OFFICE this the_ day of _____ _
2012.
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SCHEDULE 1.0
Excluded Property
1. Originals of Books and Records.
2. Tax Records.
3. Memberships.
4. Originals of Membership Documents.
5. Personal property located at the Club Facilities and owned by members of the Club.
6. Income tax attributes of Seller and its Affiliates.
7. Art work/sculptures owned by local galleries and/or artists (and not by Seller).
(Comprehensive list to be provided.)
8. The following equipment and supplies ("Wind Down Equipment and Supplies")
(comprehensive list to .be provided):

Main server towers with related equipment such as UPS units, external drives,
routers and related equipment.
Two (2) desktop computers, screens and related equipment.
Two (2) laptop computers and related equipment.
One (1) copier .
One (1) facsimile machine .
One (1) scanner.
One (1) printer .
One (1) paper shredder .
Two (2) desks, chairs and related equipment.
All software and operating systems .
All email addresses and servers.
Telephone equipment and telephone numbers .
Miscellaneous office supplies .
The Wind Down Equipment and Supplies may be used by Seller for as long as
reasonably necessary to complete the wind down of Seller and the operations/business of Seller.
Thereafter, all of the Wind Down Equipment and Supplies (to the extent remafuing and as then
Schedule 1.0-1
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constituted), shall automatically be deemed part of the Personal Property pursuant to this
Agreement shall be deemed transferred and conveyed by Seller to Buyer.
9. Other Contracts:
Party I Address
Date of
Document
Agreement
ADP Total Source 12/2612011 PEO, payroll processing, worker's
1 0200 Sunset Drive compensation provider, HR
Miami, FL 33173 Administrator (admin fee per payroll)
Employee Benefit Administrator
(monthly billing)
ADP,Inc. Timekeeping software & hardware
P.O. Box 842875 Billed monthly for active employees
Boston, MA 02284-2875
Agrand$r Associates 401K Broker
4323 North 12th St. #1 03
Phoenix,. AZ. 85014
Alpine Bank Merchant Services Credit card processing fees
12 Vail Rd. Suite 200
Vail, CO 81657
Alpine Self Storage 7117/2009 Rental Agreements (3)
800 Chambers Avenue Storage Units
P.O. BOI< 1014
Eagle, CO 81631 - Month-to-Month
- Debtor historical records
800 Chambers Avenue
storage units M14 M20 and M25
AVG Software Antivirus software
2105 Northwest Blvd. - annual renewal expires on
Newton, NC 28658 2121/2013 .
BankServ Member online payment services
333 BuSih St. 26
111
Floor - Monthly billing
San Francisco, CA 94104
BNA Software 7/0912012 Fixed Asset Software annual renewal
3 Bethesda Metro Center expires on 7/3/2012
Bethescla, MD 20814
Club Systems Group 10/1/2012 Quarterly Maintenance Fee
Box#3476 - AIR and POS software
P.O. Box8500
Philadelphia, PA 19178-3476
Dell Sonic Wall Services 9/2212012 Yearly sonic wall admin support &
P .0. BOI< 49042 spyware
San Jose, CA 95161-9955 - firewall
Guardian Retirement Services 401 k Administration
3900 Place - 3 South
Bethlehem, PA 18017
lntermedia Email exchange server
815 E. Middlefield Road
Mountain View, CA 94043
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Party I Address
Date of
Document
Agreement
Piracle, Inc.
11/312011 Create A Check Yearly Maintenance
556 Confluence Ave
Fee
Murray, UT 84123
- check writing
Professional Benefit Services
3rd Party Administrator 401 k plan
1193 Royvonne Ave. S.E. #22
Salem, OR 97302
Sage Software, Inc.
3/312012 Yearly Maintenance Agreement
P .0. Box 230578
- Timberline Accounting Software
Portland, OR 97281
Schedule 1.0-3
4827-3608-7569.12
202
Draft: 10/24/12
~ C H E D U L E 2.l(b)
Personal Property
All fixtures, trade fixtures, vehicles, machinery, appliances, tools, signs, equipment,
systems, telephone equipment and systems, computer equipment and systems, satellite dishes
and related equipment and systems, security equipment and systems, inventories, supplies and all
other items of tangible and intangible personal property located on or used in connection with the
ownership, management and/or operating of the Real Property, including, without limitation, the
items listed Oil this Schedule 2.1(b) hereof, if any, but specifically excluding any Excluded
Property and Excluded Liabilities. (Comprehensive list to be provided.)
Schedule 2.1 (b)
4827-3608-7569.12
202
Draft: 10/24112
SCHEDULE l.l(c)
Leases
Estimated
Party I Address
Date of
Document Property
Pre-Petition
Agreement Cure
Amount*
Airgas Intermountain Various Annual Welding gas cylinder leases Welding Gas Cylinder $659.41
4810 Vasquez Blvd.
Denver, CO 80216-3008
Behringer Harvard CordilleJ:S, LLC 1211812003 Lease between Galena Partners Pro-Shop Lease I $0.00
c/o Corporation Service Company (Tenant) and Cordillera Lodge & Spa Grouse on the Green
2711 Centerville Road, Suite 400 LLC (Landlord) Lease
Wilmington, DE 19808
512712009 Assignment and Assumption of Lease
A portion of the building
Cordillera Lodge & Spa, LLC
(Grouse On the Green Pro Shop) for the pro-shop on the
2041 Sidewinder Drive, Suite 4
between Galena Partners Cordillera, LLC
Short Course located at:
Salt Lake City, UT 84060
(Assignor) and Cordillera Golf Club, LLC
100 Kensington Drive,
(Assignee)
Eagle County, Colorado
Behringer Harvard Cordillera, LLC 1011/2003 Lodge Access and Use Easement and Access Agreement for $0.00
c/o Corporation Service Company Agreement between Stag Gulch Club Facilities
2711 Centerville Road, Suite 400 Partners, Cordillera Valley Club Investors
Wilmington, DE 19808 Limited Partnership, Galena Partners,
Squaw Creek Realty Corp., Eagle Golf
Cordillera Lodge & Spa, LLC LLC, Valley Golf LLC, Cordillera Summit
2041 Sidewinder Drive, Suite 4 Golf, Inc. (Club Owners), Cordillera Club
Salt Lake City, UT 84060 Properties, LLC (Club Operator), Galena
Partners, and Kensington Partners
(Lodge Owner)
1211812003 Assignment and Assumption of Lodge
Access and Use Easement and
Agreement and Club Access Agreement
between Kensington Partners (Assignor)
and Cordillera Lodge & Spa, LLC
(Assignee)
Behringer Harvard Cordillera, LLC 1211812003 Club Access and Use Agreement Access to Lodge $0.00
c/o Corporation Service Company between Stag Gulch Partners, Cordillera Facilities
2711 Centerville Road, Suite 400 Valley Club Investors Limited
Wilmington, DE 19808 Partnership, Galena Partners, Squaw
Creek Realty Corp., Eagle Golf LLC,
Cordillera Lodge & Spa, LLC Valley Golf LLC, Cordillera Summit Golf,
2041 Sidewinder Drive, Suite 4 Inc. (Club Owners}, Cordillera Club
Salt Lake City, UT 84060 Properties, LLC (Club Operator), Galena
Partners and Kensington Partners
(Lodge Owner)
12118/2003 Assignment and Assumption of Lodge
Access and Use Easement and
Agreement and Club Access Agreement
between Kensington Partners (Assignor)
and Cordillera Lodge & Spa, LLC
(Assignee)
Schedule 2.1 ( c )-1
4827-3608-7569.12
202
Draft: 10/24/12
Estimated
Party I Address
Date of
Document Property
Pre-Petition
Agreement Cure
Amount*
1212003 Amended and Restated Club Access and
Use Agreement between Stag Gulch
Partners, Cordillera Valley Club Investors
'
Limited Partnership, Galena Partners,
LLC, Valley Golf LLC, Cordillera Summit
Golf, Inc. (Club Owners), Cordillera Club
Properties, LLC (Club Operator),
Cordillera Lodge and Spa LLC (Lodge
Owner)
12/31/2006 First Amendment to Amended and
Restated Club Access and Use
Agreement between Stag Gulch
Partners, Cordillera Valley Club Investors
Limited Partnership, Galena Partners,
LLC, Valley Golf LLC, Cordillera Summit
Golf, Inc. (Club Owners), Cordillera Club
Properties, LLC (Club Operator),
Cordillera Lodge and Spa LLC (Lodge
Owner)
12/30/2007 Second Amendment to Amended and
Restated Club Access and Use
Agreement between Stag Gulch
Partners, Eagle Golf LLC, Valley Golf
LLC, Cordillera Summit Golf, Inc. (Club
Owners), Cordillera Club Properties, LLC
(Club Operator), Cordillera Behringer
Harvard Cordillera, LLC (Lodge Owner)
Colorado Golf & Turf Inc. 2/13/2012 Golf Course Maintenance Equipment Various Golf Course $28,174.00
Janet Sergo - Accounting Lease Agreement- Lease No. 2012-02 Equipment
11757 S. Wadsworth Blvel
- Expires 10/31/2012
Littleton, CO 80125
- New agreement needed or equipment
returned
Ford Motor Credit 11/30/2009 Colorado Simple Interest Vehicle Retail 2010 Ford Expedition- $870.50
P.O. Box 790093 Installment Contract VINNo. Plus $50.00
St. Louis, MO 63179...()093 1 FMJK2A55AEA53944 late charge
Grand Junction Pipe & S ~ ; ~ p p l y 11/1/2011 Equipment Lease Contract Irrigation Equipment $650.00
556 Struthers Avenue
- Irrigation equipment and service
Grand Junction, CO 81501
contract
Heartland Business Credit Corp. 3/10/2011 Lease Agreement - #23666.001 2 - MT7X3 Matrix $692.08
Skip Wehner Numerics Capital
MT7X3 Matrix Treadmills
Treadmills
Leasing Services
Department #202
Denver, CO 80291...()202
Schedule 2.1(c)-2
4827-3608-7569.12
202
Draft: 10/24/12
Estimated
Party I Address
Date of
Document Property
Pre-Petition
Agreement Cure
Amount*
John Deere Credit, Inc.
5/31/2003 Master Lease Agreement- Agreement
Heath Miller
No. 0053162- 5/31/03
P.O. Box 650215
Dallas, TX 75265-0215
711/2007 Lease Schedule No. 020-0053162-023- Speed Roller, Reels $373.30
7/1/2007- Speed Roller, Reels
- term ended 7/1/2012; equipment to be
returned
7/1/2007 Lease Schedule No. 020-0053162-027- Classen Aerator $61.72
7/1/2007- Classen Aerator
- term ended 711/2012; equipment to be
returned
5/1/2008 Lease Schedule No. 020-0053162-029- Nolte San Cleaner $880.56
5/1/2008- Nolte San Cleaner and Boss Boss Snow Plow
SnowPlow
- term ends 5/1/2013
7/1/2008 Lease Schedule No. 020-0053162-034- Redexim Verti-Seeder $524.44
7/1/2008- Redexim Verti-Seeder
- term ends 7/1/2013
8/1/2008 Lease Schedule No. 020-0053162-035- Toro Sidewinder $1,588.66
8/1/2008- Toro Sidewinder
- term ended 9/1/2012; equipment to be
returned
8/1/2008 Lease Schedule No. 020-0053162-036- 2 Toro Groundmasters $2,936.82
8/112008-2 Toro Groundmasters
- term ended 9/112012; equipment to be
returned
Mountain Draft 5/1/2012 Quarterly carbon dioxide cylinder rental Carbon Dioxide $64.02
72 Vail Circle Cylinder
Dillon, CO 80435
Pitney Bowes Global Financial 4/10/2010 Lease Agreement Postage Machine Lease $0.00
P.O. Box 371887
Pittsburgh, PA 15250-7887
River Centre Development LLC 3/1/2010 Lease Agreement Office space located at: $11,098.45
27 Main Street 97 Main Street E202
Edwards, CO 81632 Edwards, Co 81632
Schedule 2.1(c)-3
4827-3608-7569.12
202
Draft: 10/24/12
Estimated
Party I Address
Date of
Document Property
Pre-Petition
Agreement Cure
Amount*
RockResorts International, LLC 12/18/2003 Property Use Agreement between Eagle Food and Beverage $0.00
2401 East Second Avenue, Suite Golf LLC, Galena Partners and Services and Use
600 Kensington Partners (Owner) and Agreement
Denver, CO 80206 Colorado Hotel Operator, Inc.
(Short Course and
("Operator") and Fandango Cordillera
Fandango Cordillera, L.L.C. C'Manager")
Tennis Courts Area)
c/o Pharos Group, LLC
5/1/2005 First Amendment to Property Use
P.O. Box 680127
Park City, UT 84068-0127
Agreement between Eagle Golf LLC,
'
Galena Partners and Kensington
Colorado Hotel Operator, Inc.
Partners (Owner) and Colorado Hotel
c/o Pharos Group, LLC
Operator, Inc. {"Operator'') and
P.O. Box 680127
Fandango Cordillera C'Manager'')
Park City, UT 84068-0127
9/19/2005 Side Letter between RockResorts
International, LLC {Manager) and
Colorado Hotel Operator, Inc. (Operator)
5/26/2006 Termination of Property Use Agreement
as to Tennis Courts Area and
Amendment to Property Use Agreement
between Eagle Golf LLC, Galena
Partners and Kensington Partners
(Owner) and Col.orado Hotel Operator,
Inc. C'Operator'') and Fandango
Cordillera C'Manager'') and Cordillera
Land,LLC
5/27/2009 Assignment and Assumption of Property
Use Agreement (Short Course) between
Eagle Golf, LLC and Galena Partners
Cordillera LLC (Assignor) and Cordillera
Golf Club, LLC {Assignee)
Toyota Financial Services 3/24/2008 Commercial Retail Installment Contract 2008 Toyota Tundra - $504.87
P.O. Box 5855 Master Agreement VINNo.
Carol Stream, IL 60197-5855
12115/2009 Assignment and Assumption Agreement
5TFBV54118X060155
between Kensington Partners, Stag
Gulch Partners, LLC (Assignor) and
Cordillera Golf Club, LLC (Assignee)
Wells Fargo Financial Leaeing 4/26/2010 Equipment Lease Agreement No. 001- Ricoh MPC 2050 $391.06
P.O. Box 6434 0084750-001 4/26/2010- Ricoh MPC
Internal Stapler Finisher
Carol Stream, IL 60197-6434 2050; Internal Stapler Finisher
6/4/2010 Master Lease Agreement No. 019-
0001374-6/412010
6/4/2010 Master Lease Schedule No. 019- John Deere Bunker & $754.06
0001374-01 - 6/412010- John Deere Field Rake
Bunker & Field Rake John Deere
John Deere ProGator
ProGator Diesel
Diesel
6/4/2010 Master Lease Schedule No. 019- Barnhart Angelmaster $892.53
0001374-02-6/412010- Barnhart Bedknlfe Briner
Angelmaster Bedknife Briner John Deere
John Deere 4520
4520 Tractor
Tractor
Schedule 2.1 ( c )-4
4827-3608-7569.12
202
Draft: 10/24/12
Estimated
Party I Address
Date of
Document Property
Pre-Petition
Agreement Cure
Amount*
5122/2012 Master Lease Agreement No. 019-
0000224 - 5122/2012
5122/2012 Master Lease Schedule No. 019- 65 2008 EZGO RXV $9,100.00
0000224 - 5122/2012 - 65 2008 EZGO Electric Golf Cars
RXV Electric Golf Cars
- 6 month lease
- expires 11122/2012
- carts to be returned
TCF Equipment Finance, Inc. 4/2512003 Master Lease Agreement- 1024893
P.O. Box 77077
Minneapolis, MN 55480-7777
3/2512008 Schedule No. 1 024893 to the Master 1 E-Z-GO ST 480 Golf $973.92
Equipment Lease Agreement - 4015070- Cart
103
2 E-Z-GO MPT Golf
Carts
TCF Equipment Finance, Inc. 3117/2005 Master Lease Agreement - 1 024898
P.O. Box 77077
312512008 Schedule No. 1024898 to the Master 1 E-Z GO ST 480 Golf $973.92
Equipment Lease - 4015070-1 05 Cart
2 E-Z GO MPT 1200
Golf Cart
TCF Equipment Finance, Inc. 312612008 Master Lease Agreement -1024881
P.O. Box77077
312712008 Schedule No. 1024881 to the Master 3 - 2008 E-Z GO MFT $858.19
Equipment Lease- 4015070-100 Golf Carts
VGM Financial Services 4/10/2009 VGM Financial Services Agreement - 4 - 2009 EZ-GO RXV $1,934.52
1111 West San Maman Dr. 4015070-007 Electric Golf Carts
Waterloo, Iowa 50701
512212009 VGM Financial Services Agreement - 1 - 2009 EZ-GO RXV $483.64
TCF Equipment Finance, Inc.
4015070-008 Electric Golf Cart
P.O. Box 77077
6/1512009 VGM Financial Services Agreement - 1 - 2009 EZ-GO RXV $483.64
4015070-009 Electric Golf Cart
10/912009 VGM Financial Services Agreement - 1 - 2010 EZ-GO RXV F $483.64
4015070-001 Golf Cart
Barnett, Bart Oral Agreement for private golf cart use Golf Cart $0.00
P.O. Box 2534
Edwards, CO 81632
- Cart is under VGM Financial Services
Agreement 4015070-007
Carey, Wally
Oral Agreement for private golf cart use Golf Cart $0.00
P.O. Box 1201
Edwards, CO 81632
- Cart Is under VGM Financial Services
Clay, John
2617 Mockingbird Court
Fort Worth, TX 76109
Agreement 4015070-Q07
Engleby, Bob
P.O. Box 4730
Edwards, CO 81632
Schedule 2.l(c)-5
4827-3608-7569.12
202
Draft: 10/24112
Estimated
Party I Address
Date of
Document Property
Pre-Petition
Agreement Cure
Amount*
Hulsizer, Matthew Oral Agreement for private golf cart use Golf Cart $0.00
1 077 Sheridan Road
Winnetka, IL 60093
Kessenich, Paul Oral Agreement for private golf cart use Golf Cart $0.00
100 Legacy Trail
P.O. Box 1535
Edwards, CO 81632
McKeever, Steve Oral Agreement for private golf cart use Golf Cart $0.00
P.O. Box2386
Edwards, CO 81632
*Estimates only. Amounts subject to Court determination.
[SUBJECT TO UPDATE]
Schedule 2.1(c)-6
4827-3608-7569.12 .
202
Draft: 10/24/12
SCHEDULE 2.1(d)
Assumed Contracts
Estimated
Party I Address
Date of
Document
Pre-Petition
Agreement Cure Amount*
American Dry Goods Uniform Supply Services $0.00
Paramount Apparel Int., Inc.
P.O. Box 790051
St. Louis, MO 63179-0051
American Linen Uniform Supply Service $1,258.32
A Division of Alseo Corp.
P.O. Box370
Grand Junction, CO 81502
Bottling Group LLC 712012007 Fountain and Bottle and Can Sales $1905.27
dba Pepsi Bottling Group
P.O. Box 75948
Agreement
Chicago, IL 60675-5948 - Expired 613012012
- Equipment on site may need to be
returned or new agreement entered
Into with vendor
Ceres Design & Arborscape LLC Maintenance Agreement for $41,454.50
dba Land Designs By Ellison Landscape Services
P.O. Box 2134
Eagle, CO 81631-2134 - No current written contract - time
and material basis
Club Essential 10/1/2012 Quarterly Website Fee $0.00
455 Delta Ave. 3rd. Floor
Cincinnati, OH 45226
Colorado Golf Association Annual handicap tracking $1,566.88
5990 Greenwood Plaza Blvd. Ste. 130
Greenwood Village, CO 80111-4749
Colorado Women's Golf Association Annual handicap tracking . $710.90
5990 Greenwood Plaza Blvd.
Greenwood Village, CO 80111-4749
Consolidated Management Services 4/1912010 Office Cleaning Services $1,820.00
P.O. Box 4780 - corporate offices
Eagle, CO 81631
Ecolab Pest Elimination Pest Elimination Services Agreement $467.50
P.O. Box6007
Grand Forks, ND 58206-6007
Ecolab, Inc. Dish Machine rental and service $310.05
370 Wabasha St N
P.O. Box 100512
agreement
Pasadena CA 91189
Foretees, LLC 2110/2005 License and Service Agreement $0.00
5581 St. Albans Circle
St Paul, MN 55126
Foretees LLC
Schedule 2.1 ( d)-1
4827-3608-7569.12
202
Draft: 10/24/12
Party I Address
Date of
Document
Agreement
550 Village Center Drive
Suite400
St Paul, MN 55127
GoOaddy.com Cordillera Website hosting
14455 N. Hayden Rd., Ste. 226 - yearly renewal
Scottsdale, AZ. 85260
Integrated Technology & 1/1/2008 Services Agreement
Consulting, Inc.
P.O. Box 2147
Edwards, CO 81632
Kensington LLC 6/26/09 License Agreement
P.O. Box988 - to use "Cordillera" name in limited
Edwards, Colorado 81632 context
Northwest Colorado Council of 6/7/2012 Annual elevator inspection and
Governments (inspection certification
P .0. Box 2308 date)
Silverthorne, CO 80498
Otis Elevator 10/1/2012 Quarterly Elevator Service Agreement
One Farm Springs . for the Chaparral and Summit Athletic
Farmington, CT 06032 Club
STI Services, Inc. Monthly Landscaping Services
P.O. Box 94 Agreement for the Summit Athletic
Edwards, CO 81632 Club, Trailhead and General Store
Telcom Towers LLC 10/1/2000 License Agreement
dba American Towers Inc. ATC Site Name and Number
Lockbox 7501 Bellyache Ridge
P.O. Box 7247 #090367
Philadelphia, PA 19170-7501
Toro NSN, Inc. 3/26/2010 Optimum Renewal Service Agreement
Debbie Clifton and Extended Warranty (Cordillera
39398 Treasury Center Valley Golf Club)
Chicago, IL 60694-!;)300
4/8/2011 Optimum Renewal Service Agreement
and Extended Warranty (Cordillera
Golf Course - Short Course)
Unilink Automated Office Systems 8/1512012 Quarterly Maintenance, Support and
P.O. Box 1150 Supplies for Ricoh Copiers.
Post Falls, ID 83877-1150
- Expires 11/15/12
Vail Honeywagon Ud, Inc. Preventive Maintenance Agreement
Matt Donovan
P.O. Box4330
Edwards, CO 81632
* Estimates oJ:li).y. Amounts subject to Court determination.
[SUBJECT TO UPDATE]
Schedule 2.1(d)-2
4827-3608-7569.12
Estimated
Pre-Petition
Cure Amount*
$0.00
$4,875.00
$0.00
$225.00
$1,072.00
$1,900.00
$855.16
$496.00
$496.00
$1,215.00
$243.86
202
Draft: 10/24/12
SCHEDULE l.l(e)
Permits
1. Building Permits - see attached spreadsheet
2. Forest Service Permits: Graham Ditch
3. Wetlands Permits
(a) Wetland Permit #1999-75449 (Summit Course)
(b) Wetland Permit #2001-5187 (Valley Course)
(c) Red Canyon Mitigation Timber Springs Project 2003 Growing Season Wetland
Permit No. 2001-75187
4. Special Use Permits:
(a) Graham Ditch (expires 1231/2033; Authorization ID EAG74; Contact ID
STAG_GULCH)
[SUBJECT TO UPDATE]
4827-3608-7569.12
Schedule 2.1 ( e )-1
C
a
s
e
:
1
2
-
2
4
8
8
2
-
A
B
C

D
o
c
#
:
5
5
8
-
1

F
i
l
e
d
:
1
0
/
3
0
/
1
2

E
n
t
e
r
e
d
:
1
0
/
3
0
/
1
2

1
0
:
4
4
:
4
2

P
a
g
e
1
2
0

o
f

2
0
2
t
=
iD
N
;...
t
The Club at Cordillera
Schedule of Building PermiWCertlflcate of Occupancy
BJdg. P1millt No.
10299
13924
11218
11516
10882
12353
15866
15708
13495
8411
10320
Dale'IRued
2127/1996
912712001
711711997
101711997
1011111996
-21Sf1989
8115'2004
.f/2812004
113012001
011611994
112411996
Owner
1"*:/Ciub
WllrriOr
Cordlllela Valfev Club
_ ----club
DevefoDment.. u.c
Galena --pam ..
Stao Gulch Par1ntis
---Gulch PartnerS
_tyWI, Partilers
Staa GUlCh Partners
Stag Gulch Partners
Building Dtttlcrfptfoq
Mafnt. Buifc:llng 0 Vsttey GC
Malnt. -l!u!filiiiRCIVa!tei GC
Poolhouse@ V8fley GC
POOJ&Siii 0 Valley --oo
Clubhouse 0 GC
Summit
Tenant FlnJ&h SAC
TenanfRnlah -SAC
Matnt. BqlldinSJ_CI_IUriurilt GC
ClubhouSe@ MOuntain GC
POOl &_Spa A Tiillhead
Location
Wildhonle Drive
1945--seardCiiikTiill
0101leaenda Drive
Ol01l.!ijirid!l)iMJ
0101 Leaends Drive
0326 Sealers_Laop
0325 Settlers Loop
0325 settiii Loop
0190 Gore Trail
855 eubhouseDM
3000 Fenno Dnve
202
Draft: 10/24/12
SCHEDULE 2.1(t)
Intangibles
All of Seller's right, title and interest in the intangible personal property relating to the
Property or the business of owning, operating, maintaining or managing the Property, including,
without limitation, goodwill and Claims as authorized by the Bankruptcy Court pursuant to the
Sale Order including, without limitation the items listed on this Schedule 2.l(t), if any, but
specifically excluding the Excluded Property and the Excluded Liabilities.
[SUBJECT TO UPDATE]
4827-36087569.12
Schedule 2.l(t)-1
202
Draft: 10/24/12
SCHEDULE 2.l(g)
Entitlements
All of Seller's right, title and' interest in and to all land use entitlements, development
rights, sewer capacity, density allocations and other rights or approvals relating to or authorizing
the ownership, development and/or operation of the Real Property; all plans and specifications,
all contract rights (including, without limitation, any and all guarantees and warranties relating to
the construction of any Improvements); all development and land use rights, applications,
architectural and engineering plans and reports, specifications and drawings, as-built drawings,
maps; and any documents of the same or similar nature pertaining to the Real Property, all as set
forth on this Schedule 2.1 (g), but specifically excluding the Excluded Property and the Excluded
Liabilities.
[SUBJECT TO UPDATE]
4827-3608-7569.12
Schedule 2.1 (g)-1
202
Draft: 1 0/24/12
SCHEDULE 2.1(h)
Trade Names and Trademarks
TRADE NAMES
Ir!!!Sl Name D!!cgmen! No. Filing Date Owner ofTra!!ename
Colorado Trade name: Document No. Origi)lally Cordillera Golf Club, LLC
9IRONGRILL 20101261834 filed with
Colorado
Secretary of
State on
5/6/2010
Document No. Statement of
20101261834 Correction
filed on
517/2010
TRADEMARKS
DIDocket No.,
State/Country I
Owner Name
II
Mark
II App. No II Reg. W & II SWtu! I
& Date Date

19971152914 Renewal Due
Cordillera Golf AMERICA'S PREMIER 19971152914
Club, LLC MOUNTAIN COMMUNITY 9/24/1997 912412017

Cordillera Golf AMERICA'S PREMIER
19971152915 Q.!Q Colorado
Club, LLC MOUNTAIN COMMUNITY 9124/1997 9124/2017

Cordillera Golf jAMERICA'S PREMIER
19971152916 Q1Q. Colorado
Club, LLC MOUNTAIN COMMUNITY 912411997 9/24/2017
I
AMERICA'S PREMIER
19971152917
Q1QZ Club, LLC MOUNTAIN COMMUNITY 912411997 9124/2017

GOLF TO THE POWER OF
19971152910
Club, LLC THREE 9124/1997 912412017
UDIC- I GoH
19971152911
THREE 9/24/1997 9/24/2017

1997115912
Club, LLC . THREE 9124/1997 912412017
8. lin/a II Colorado j[GOLF TO THE POWER OF 1997115913 1997115913 Renewal Due
4827-3608-7569.12
Schedule 2.1(h)-1
202
Draft: 10/24/12
OIDocket No.I
s/Country I
Ownec!li!Jme
II
Mark
II II & II smtus I
DD
Cordillera Golf
ITHREE
119n4/2017 I
Club, LLC.

ICOROILLERA
175/404197
2315344 Renewal Due
USA
Cordillera Golf
Club, LLC 2/8/2000
12/11/1997

75/608727
2432716 Renewal Due
USA
Cordillera Golf
THE CLUB AT CORDILLERA
Club, LLC
12/8/1998
3/6/2021
751521657
2253785 Renewal Due

USA
Cordillera Golf
TIMBER HEARTH GRILLE
0113 Club, LLC
7n0/1998
6/1511999
[SUBJECT TO UPDATE]
Schedule 2.1(h)-2
4827-3608-7569.12
202
4827-3608-7569.12
SCHEDULE 2.l(i)
Water Contracts
. [See attached]
Schedule 2.1 (i)-1
Draft: 10/24/12
202
WATER RIGHTS AND WATER CONTRACIS
(Also See Attached Appendices)
Summit Course
1. Description:
85 acres located within Lot 2 and a portion of Lot 3, Section 14, Lots 3, 4, S, 6, 10, 11, 12,
13, and.l4, the ofthe Southwest Y., and a part of the South% of the Southeast
c>fSection 15, Tracts 64, 65, 66, 67, 70, and il, and Lots 5 and 6 of Section 17, the West
the Northwest Y. and the Northeast% of the Northwest V-t of Section 21, Lot 1, the East
of the Northwest % and the Northeast % of Section 20, all in Township 5 South. Range 83
Wast of the 6th P.M., County of Eagle, State of Colorado, according to the Independent .
Resurvey of said Township and Range, as Approved by the U.S. Surveyor General in
Denver, Colorado, on June 20, 1922, as more particularly described in Exhibit A to the
deQrOO in Case No. 99CW031. .
2. Decreed Somces of Water for Golf Course Irrigation:
a. .Eagle River Diversion Point No. 1
b. SCR Diversion Point Nos. 2 through 6, inclusive
3. Li!i of Decreed Augmentation Souroes:
a. Sarah M. Ditch
b. : Ruby Ditch
c. Dora B Ditch
d. Henderson Ditch
e. Creamery Ditch. and Creamery Ditch First Enlargement
f. 10 acre-feet of Eagle Park Reserv:oir water through contract with Colorado River
water Conservation District's Colorado River Water Project Enterprise
g. Green Mountain Reservoir water (235 acre-feet total, for Short, Summit and
Mountain Courses)
4. Aqpnentation Plan Decree:
a. Case No. 99-CW..031, entered on September 27, 1999.
5. OUter Water Rights:
a. Mountain Tract Springs Nos. 3, 4, and 5.
Schedule l.l(i)-2
202
MO!IIltaln Coune
1. Decreed Legal Description:
100 acres of land located in Tracts 73, 53, SS, 62, 63, S 1., 48, and 54, and the "Cliff
Tract", all in Township 5 South, Range 83 West of the 6ut p;M., and particularly
described in Exhibit A to the dea:ee entered in Case No. 91CW077.
2. Decreed Sources of Water for Golf Course Irrigation:
a. Graham Ditch
b. SCR Diversion Points Nos. 2 through 6, inclusive
c. Golf Co1D'Se Ponds 1 through 6, inclusive
d. Stag Gulch Diversion Point Nos. 1 through 5, inclusive
e. Eagle River Diversion Point No.1
3. List of Decreed Augmentation Sources:
a. Graham Ditch
b. Dora B Ditch
c. Henderson Ditch
d. Minnie V Ditch
e. Ruby DitCh
f. Sara M Ditch
g. Green Mo1mtain Reservoir water (235 acre feet total, for Short, Swnmit and
Mountain Courses)
h. Golf Course Ponds 1 through 6, inclusive
4. Augmentation Plan Decrees:
a. Case No. 91CW077, entered on January 3, 1992
b. Case No. 97CW280,. eritered on August 28, 1998
c. Case No. 99CW170, entered on March 23, 2000.
d. Case No. OOCWOll, entered on AugUSt 14, 2000.
VaUevCoune
Lands in Sections 31 and 32, Township 4 South, Range 82 West of the 6th P.M. will be
inigated by the water rights.
2. Decreed Sources ofWater for OolfComse Irrigation:
a. Upper Groff Ditch
b. Lower Groff Ditch
Schedule 2.1(1)-3
202
c. Root Ditch
d. Root Ditch-Reynolds. Enlargement
e. Groff-Ditch Cottonwood Enlargement
f. Cottonwood Pump and Pipeline
g. Golf Course Ponds Nos. 1 through 5, inclusive
3. Decreed Augmentation Sources:
a. Green Mountain Reservoir water (65 acre-feet)
4. Augmentation Plan Decree:
a. Case No. 91 CW33, entered on December 8, 1992
Short Course
15 aes of lands located Sections 1, 11, and 12, Township 5 South, Range 83 West of the
fih P..M; will be irrigated by the water rights. .
2. Decreed Sources of Water for Golf Course Irrigation:
a. SCR Diversion Points Nos. 2 through 4, inclusive
b. GolfCourse Ponds 1 through 6, inclusive
c. Stag Gulch Diversion Points Nos. 1 through 5, inclusive
d. Eagle River Diversion Point No. 1
3. List of Decreed Augmentation Sources:
a. Graham Ditch
b. Dora B. Ditch
c. Henderson Ditch
d. Minnie V. Ditch
e. Ruby Ditch
f. Sara M. Ditch
g. Oreen Mountain Reservoir water (235 acre-feet total, for Short, Summit and
MoWltain Courses)
4. Augmentation Plan Decrees:
a. Case No. 97CW280, entered on August 28, 1998
b. Case No. 99CW170, entered on March 23, 2000
c. Case No .. OOCWOll, entered on August 14, 2000
Schedule l.l(i)-4
202
Other Water Agreements
1. Any and all rights under the following deeds:
A. DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES, AND
SECURITY AGREEMENT DATED JULY 16, 2004, AMONG STAG GULCH
PARTNERS, EAGLE GOLF, LLC, SQUAW CREEK REALTY CORP.,
CORDU..LERA VALLEY CLUB INVESTORS LIMITED. PARTNERS,
WILMOR DEVELOPMENT LLC, KENSINGTON PARTNERS AND
GALENA PARTNERS AND THE PUBLIC. TRUSTEE OF THE COUNTY OF
EAGLE, STATE OF COLORADO AND ALPINE BANK
B. DEED OF TRUST DATED JULY 16, 2004, AMONG EA.GLE GOLF, LLC
AND CORDILLERA SUMMIT GOLF, INC.
C. DEED OF TRUST DATED JULY 16, 2004, AMONG EAGLE GOLF, LLC
AND CORDILLERA SUMMIT GOLF, INC.
D. DEED OF TRUST DATED JULY 16, 2004, AMONG KENSINGTON
PARTNERS, EAGLE GOLF LLC AND CORDILLERA SUMMIT GOLF, INC.
E. DEED OF TRUST DATED MARCH 16, 1994, FOR STAO GULCH
PARTNERS
F. QUITCLAIM DEED TO CASTILE PROPERTIES, INC. DATED APRIL 19,
1990
0. SPECIAL WARRANTY DEED DATED DECEMBER 15,1998 BETWEEN
CREAMERY GULCH AND KENSINGTON PARTNERS
H. WATER RIGHTS IN WARRANTY DEED OF FLORENE FENNO & CO.
DATED JANUARY 5,1990
I. SPECIAL WARRANTY DEED OF CHRISP. JOUFLAS DATED
SEPTEMBER 12, 1991
J. WARRANTY DEED RECORDED DECEMBER 31, 1990 (DATED
OCTOBER 1, 1990) BETWEEN CASTILE PROPERTIES, INC. AND STAG
GULCH PARTNERS (#1441043)
K. QUITCLAIMDEEDRECORDEDDECEMBER31,1990(DATED
OCTOBER 1, 1990) BETWEEN CASTILE PROPERTIES, INC. AND STAG
GULCH PARTNERS (#441040)
L. QUITCLAIM DEED DATED OCTOBER 30, 1992 BETWEEN WENDELL M.
AND NANCY PETIY AND STAG GULCH PARTNERS
Schedule l.l(i)-5
202
M. WARRANTY DEED RECORDED OCI'OBER 13, 2003 BETWEEN WILMOR
DEVELOPMENT LLC AND VAIL CHRISTIAN SCHOOLS.
N. WARRANTY DEED RECORDED FEBRUARY 2, 2004 (DATED
JANUARY 22, 2004) BETWEEN WILMOR DEVELOPMENT LLC AND
CORDILLERA PROPERTY OWNERS ASSOCIATION, INC.
2. Recovery Implementation Program for Endangered Fish Species, (part of letter from U.S.
Department of Interior, Fish & Wildlife Services,_ dated March 9, 2000 regarding
enclosing Recovery Agreement).
3. Second Amendment to Easement Agreement dated December 19, 2000 between Stag
Gulch Partners and John Zehren; Sewer Easement Agreement dated May 31, 2995
between Stag Gulch Partners and John Zehren
4. Eas4ment Agreement dated August 26, 2002, recorded September 13, 2002, between The
Archdiocese of Denver and Eagle Oo1f, LLC, Squaw Creek Realty Corp., Cordillera Club
Properties, LLC, Stag Oulch Partners, and Cordillera Valley Club Investors, LP
5. Agreement BetWeen Kensington Partners, Stag Gulch Partners, Goshawk Development,
L.L.C. and Three One TWo, L.L.C. for Easement and Access to the Graham Ditch
Pipeline through the Kelly Property dated June 10,2008.
6. Agn:lement between Kensington Partners, Stag Gulch Partners, Goshawk Development
LLC and Richard and Francis Craig dated November 11, 1997
7. U.S. Department of Agriculture ,Forest Service Special Use Permit for Stag Gulch
Parmers, issued November 25, 1992
8. Agreement amongst Cordillera Valley Club lnvestors Limited. Partnersmp, B1ack Bear
Properties, LLC, RG Shaw, LLC, and Academy Woods, Ltd., for construction and use of
water features located on Lots 2, S, and 6, Timber Springs dated April 28, 2008
9. Agmement between Cordillera Valley Club Investors Limited Partnership and Summit
Investments, LLC for construction and use of water feature located on Lot 1, Timber
Springs dated September 18, 2008
10. Easement Agreement dated and recorded December 18, 2003 by and between Cordillera
Lodge It Spa LLC and Eagle GolfLLC .
11. Tim Eller - verbal agreement allowing for water, provided there is surplus water
available. as determined by the Club, in the Club's sole and absolute discretion.
Schedule 2.1(1)-6
202
l. Those certain conditional storage water rights decreed in Case No. 91-CW-075 on
Januaty 3, 1992, by the District Court in and for Water Division No.5, State of Colorado, for the
Golf Course Ponds Nos. 1 through 6, inclusive, which water rights are summarized on Appendix A
2. Those conditional water rights decreed to Stag Gulch Diversion Point No. 1, Stag Gulch
Diversion Point No. 2, Stag Gulch Diversion Point No. 3, Stag Gulch Diversion Point No. 4, and
Stag Gulch Diversion Point No.5, in Case No. 91-CW-076, on January 3, 1992, by the District
Court in and for Water Division No. 5, State of Colorado. The decree for said water rights is
summarized in Appen<lix B hereto.
3. The water right decreed to SCR Diversion Point No.2, SCR Diversion Point No.3, SCR
Diversion Poirit No. 4, SCR Diversion Point No. 5, and SCR Diversion Point No. 6 (the Graham
Ditchheadgate) in Case No. 89-CW-218 on October 11, 1990, bytheDistrictCourti.n and for Water
Division No. 5, State of Colorado. The water rights decreed to SCR Diversion Point No. 2, SCR
Diversion Point No.3, SCR Diversion Point No.4, SCR.Diversion Point No. 5, and SCRDiversion
Point No. 6 are more particularly described in Appendix C hereto.
4, The water rights on Squaw Creek described as follows:
Structure
Graham Ditch
Graham Ditch
Am.ount
1.5 c.f.s.
3.0 c.f.s.
Appropriation
Date
6/22/1904
6/10/1914
Adjudication
J:biK
212711911
4/15/1920
Said water rights are subjeet to the terms and limitations of the change decree in Case
No. 91-CW-077, including, but not limited to, the provisions of paragraph 5, paragraph 6.b.(2),
paragraph 6.c.(3), and paragraph 17. Said water rights are summarized on Appendix D hereto.
5. The water rights on Squaw Creek descr.ibed as follows:
Appropriation .Adjttdication
Stmetu[e Amoynt Date
Il!1t
Dora B. Ditch 1.0 c.t:s.
. 1111/1892 .
6/29/1894
Henderson Ditch 0.90 c.f.s. 2127/1911 6/28/1907
SaraMDitch 0.40 c.f.s. 5/1/1892 6/29/1894
Said Dora B Ditch and Henderson Ditch water rights are subject to the terms and limitations of the
change decree in Case No. 91-CW -077, including, but not limited to, the provisions of paragraphs
S, 6.b.(2), and 6.c.(3) of said decree. Said water right$ are summarized jn Appendix B hereto. Said
Schedule l.l(i)-7
202
M Ditch water right is subject to the terms. and limitations of the change decree in Case No.
97-CW-280, including. but not limited to, the provisions of paragraphs 7 .a.( 4), 8.a., and 8.b. of said
decree. Said water rights are summarized in Appendix F hereto.
6. Two hundred and thirty five (235) acre-feet of water, pursuant to that certain quit claim
deed from Kensington Partners to Grantor Stag Gulch Partners recorded on March 16, 1994 in
Book 634 at Page 904 in the Eagle County, Colorado records, undct a contract of Kensington
entered into with the United States Department of Interior, Btireau of Reclamation on April21,
1994, for water to be released from Green Mountain Reservoir, which said water rights are more
particularly described in paragraph 6.c.(2)(d) at page 14 of the decree entered in Case
No. 91-CW-077; provided, however, that such use shall be subject to the terms and conditions of
said including, but not limited to, paragraph 15.h. at page 23 of said decree and paragraph 16
at page 24 of said decree, and that such usc shall also be subject to the provisions of said contract,
which is Contract No. 4-07-60-W1015.
7. The water right decreed to Eagle River Diversion Point No. 1. The water right decreed
to Eagle River Diversion Point No. 1 is more particularly described in Appendix 0 hereto.
-
8. The right to divert by exchange the water rights described in paragraphs 1, 2, 3, 4, and
5, above, at eagle River Diversion Point No. 1. Said right of ex9hange was decreed a rate of flow
of S c.f.s., with a December 19, 1997 appropriation date by paragraph 9.b. of the decree in Case No.
97 -CW -280, subject to the terms and conditions in paragraphs nos. 5, 22, and 26 of said decree.
9. The water rights on Bast Lake Creek described as follows:
Structure
Creamery Ditch
Crea.-qlery Ditch,
First Enlargement
AmOUnt
3.40 c.f.s.
3.63 c.f.s.
Appropriation
Date
5/5/1897
5/511898
Adjudication
Date
5/S/1901
1013/1936
rights arc subject to the terms and limitations of the change decree in Case No. 99-CW-
031, incbing, but not limited to, the pJt>visions of paragraphs 11.e., 23 and 24 of said decree. Said
water ripts are summarized in Appendix H hereto.
10. Ten (10) acre feet of water, annually, which Grantors have contracted for through the
WaterMrketingPolicyoftbeColoradoRiverWatrtConservationDis1rict'sColoradoRiverWater
ProjectsBnteq>rise.RevisedandAdoptedJanuary20,l999, whichisContractNo.CR.WCDNo.l2,
a copy of which contract is appended hereto as Appendix I which slrid water rights are more
particularly described as ll.f. in tbe decree in Case No. 99-CW-031; provided, however, that such
use shall be subject to the terms and conditions of the decree in Case No. 99-CW -031, and shall also
be subject to the terms and conditions of said contract
Schedule l.l(i)-8
202
11. The conditional water rights decreed to Mountain Tract Springs Nos. 3, 4, and S .in Case
No. 97-CW-279, on November 9, 1998, by the District Court in and for Water Division No. 5, State
of Colorado. The decree for said water rights are summarized in Appendix J.
12. An interesi in and benefit of the plan of augmentation decreed by the Water Court in
case No. 86-CW-153 on August 18, 1987, as amended by the decrees of the Water Court entered
in Cases Nos. 87-CW-310, 89-CW-217, 91-CW-018, 95-CW-040, 95-CW..o41, 97-CW-280, 99-
CW-170, 00-CW-0 1 1 ~ and 0 1-CW -123 commensurate with the water rights conveyed herein.
13. An interest in and benefit of the plan of augmentation decreed by the Water Court in
Case No. 91-CW-077 onJanuary3, 1992,as amended by the decrees ofthe Water Court entered. in
Cases Nos. 95-CW-040, 95-CW...041, 96-CW-021, 97-CW-280, 99-CW-170, 00-CW-011, and 01-
CW ~ 123 commensurate with the water rights con'Veyed herein.
TOGETHER WITH Grantors' ditches, headgates, pumps, pipelines, and other facilities
clllTently used to deliver the nonpotable water for irrigation pmposes to the Cordillera Mountain
Golf Course, the Cordillera Short Golf Course, and the Cordillera Summit Golf Course, inclucting,
but not limited to, facilities located on the recorded easements described in the following
instruments:
(1) Quit Claim Deed recorded November 10, 1992 in Book 594 at Page 45, in the
Eagle County, Colorado records ("Petty Parcel")
(2) Amendment to Easement Agreement recorded November 10, 1992, in Book
594 at Page 44, in the Eagle County, Colorado records C'Petty Parcel")
(3) Sewer Easement Agreement between Stag Gulch Partners and John Zehren
recorded October 23, 1995 as Reception No. 574890, in the Eagle County,
Colorado records
( 4) Second Amendment to Basement Agreement recorded December 22, 2000,
as Reception No. 746845 in the Eagle County, Colorado records ( .. Zehren
Parcel .. )
(5) Easement Agreement recorded September 13, 2002, as Reception No.
807157 in the Eagle County, Colorado records (''Archdiocese Parcel")
Together with any and aU water rights, easements, facilities or other interests of Grantors,
if any, in and under the following:
I
(1) Deed of Trust, Assignment of Rents and Leases, and Secwity Agreement
among Stag Gulch Partners, Eagle G o l ~ LI.C, Squaw Creek Realty Corp.,
Cordillera Valley Cub lnvestotS Limited Partners, Wi1mor Development
Schedule l.l(i)-9
202
1
LI.C, Kensington Partners and Galena Partners and the Public Trustee of the
County of Eagle, State of Colorado and Alpine Bank, rcoorded August 5,
2004 as Reception No. 886691 in the Eagle County, Colorado records
(2) Deed of Trust among Eagle LLC and Corcilllera Summit Gott: Jnc.,
recorded August 5, 2004 as Reception No. 886688 in the Eagle County,
Colorado records
(3) Deed of Trust among Eagle Golf, U.C and. Cordillera Summit Golf, Inc.
recorded August 5, 2004 as Reception No. 886689 in the Eagle County,
Colorado records
( 4) Deed of Trust among Kensington Partners, Eagle GolfLLC and Cordillera
Summit Golf, Inc., recorded August 5, 2004 as Reception No. 886690 in the
Eagle County, Colorado records
(5) Deed of Trust for Gulch Partners, recorded March 23, 1991 as
Reception No. 531699 in the Eagle County, Colorado records
( 6) Quitclaim Deed between Castile Properties; Inc. and Stag Gulch Partners
recorded December 3 I, 1990 as Reception No. 441040 in the Eagle County,
Colorado records
(7). Special Warranty Deed between Creamery Gulch Land Company, Inc. and
Kensington Partners, recorded December 15,1998 as Reception No. 680144
inthe.Eagle County, Colorado records
. (8) Water rights conveyed by Warranty Deed among F1orene Ferm.o & Co., et al.
and Valley Realty Cotp. recorded January 9, 1990 as No. 416995
in the Eagle County, Colorado records
(9) Special Warranty Deed between ChrisP. Jouflas and Stag Gulch Partners
recorded September 16, 1991 as Reception No. 458373 in the Eagle County,
Colorado records
(10) Warranty Deed between Castile Properties, Inc. and Stag Gulch Partners
recorded December 31, 1990 as Reception No. 441043 in theEagle County,
Colorado records
Schedule l.l(i)-10
202
1
(11) Recoveey Implementation Program for Endangered Fish Species, (part of
letter from U.S. Department of Interior, Fish & Wildlife Services, dated
March 9, 2000 regarding enclosing Recovery Agreement)
(12) Agreement Between Kensington Partners, Stag Gulch Partners, Goshawk
Development, L.L.C. and Three One Two, L.L.C. for E;lsement and Access
to the Graham Ditch Pipeline through the Kelly Property, dated June 10,
2008
(13) Agreement between Kensington Partners, Stag Gulch Partners, Goshawk
Development LLC and Richard and Francis Craig, recorded November 21,
1997 as Reception No. 640200 in the Eagle County, Colorado recoids
( 14) Basement Agreement between Cordillera Lodge & Spa, LLC and Bagle Golf,
U.C recorded on December 18, 2003 as Reception No. 862401 in t b ~ Eagle
County, Colorado records
(15) U.S. Department of Agriculture Forest Service Special Use Permit or Stag
Oulch Partners, issued November 2S, 1992
(16) Tim Eller- verbal agreement allowing for water, as available.
Schedule l.l(i)-11
202
APPENDIX A
GOLF COURSE PONDS NOS.l ~ O U C H 6
Conditional water storage rights were decreed by the District Courtin and for Water Division
No.5, Cololtdo in Case No. 91..CW-075, on Janumy 3, 1992, for the proposed Golf Course Ponds
Nos. 1, 2, 3, 4, 5 and 6 ~ summarized for informational purposes as follows:
A. Legal Descriptions:
1. GolfCoursePondNo. t, to be located in the SEV. oftbc SEV.ofSection 10,
Township S South, Range 83 West of the 6th P.M., and in the NEV. of the
NEV. of Section 15, Township 5 South, Range 83 West ofthe 6th P.M.
2. Golf Course Pond No.2, to be located in the NEV. of the NE% of Section 15,
TownshipS South, Range 83 West of the 6th P.M., and in the NWl/. of the
NEY.. of said section.
3. Golf Course Pond No.3, to be located in Section 15, Township 5South,
Range 83 West of the 6th P.M. in the NEV. of the NE%. of said section.
4. Golf Course Pond No. 4, to belocated in Section 14, Township 5 South,
Range 83 West of the 6th P.M., in the NWV. of the NWV. of said section.
5. Golf Course Pond No. S, to be loeated in Section 14, Township 5 South,
Range 83 West of the 6th P.M., in the SEV. of the NWV. of said section.
6. Golf Course Pond No. 6, to be located in Section 14, Township 5 South,
Range 83 West of the 6th P.M in the SWV. of the NWV. of said section.
B. Amount: Ten acre-feet for each reservoir from the sources named in said decree,
with the right to fill and refill continuously.
c ~ Uses: Either directly or by subsequent releases for inigation, augnl.entation,
replacement, exchange, storage, stockwatering, recreation, piscatorial, golf course
hazard, and fire protection purposes.
D. Date of initiation of appropriation: April26, 1990.
E. Each of the reservoirs will be filled by one= or more of the following:
1. The Graham Ditch, the capacity of which is 8 c.f.s., the point of diversion for
said Ditch on Squaw Creek is on the west bank of Squaw Creek. in the SE
1
A
SE%, Section 23, Township 5 South, Range 83 West of the 6th P.M., :fi:om
Schedule l.l(i)-12
202
Appendix A
Golf Course Ponds Nos. 1 through 6
which the Southeast Comer of Section 23 bears S 2430' B a distance of
approximately 1,650 feet, with the right to till and refill each reservoir
continuously.
2. Each reservoir may also be tilled and refilled by diversions through the
diversion structures decreed in Case No. 91-CW-076, at the locations set
forth in that decree and repeated as follows: .
(a) Stag Oulch Diversion Point No. 1 is located on Stag Gulch, a
tributary of Squaw Creek, a tributary of the Eagle River, on Stag
Gulch at a point located in Section 14, Township S South, Range 83
West of the 6th P.M., from which the NW Corner of said Section I 4
bears N 21 45' W a distance of approximately 3)500 feet.
(b) Stag Gulch Diversion Point No. 2 is located on Stag Creek, a
tributary of Squaw Creek, a tributaiy of the Eagle River, on Stag
Creek at a point located in Section 14, Township S South, Range 83
West of the 6th P.M. from which the NW Comer of said Section 14
bears N 06 W a distance of approximately 1,660 feet.
(c) Stag Gulch Diversion Point No. 3 is located on Stag Creek, a
tributaiy of Squaw Creek, a tributary of the Eagle River, on Stag
Creek at a point located in Section 15, Township S South, Range 83
West of the 6th P.M. from which the NE Comer of said Section IS
bears N 09 B a distance of approximately 2,450 feet.
(d) Stag Gulch Diversion Point No. 4 is located on Red Draw, a tributary
of Squaw Creek, a tributazy of the Eagle River, on Red Draw at a
point located in Section 15, Township 5 South, Range 83 West of the
6th P.M. from which the NE Comer of said Section 1 S bears N 62 E
a distance of approximately 1,650 feet.
(e) Stag Oulch Diversion Point No. S is located on Red Draw, a tnbutary
of Squaw Creek, a tributary of the Eagle River, on Red Draw at a
pointlocatedinSection 10, TownshipS Soutb.,Range83 Westofthe
6th PM. from which the SE Comer of said Section 10 bears
S 34 15' B a distance of approximately 420 feet.
Schedule l.l(i)-13
202
Appendix A
Each ofthesa sources listed may be diverted at the rate of S c.f.s., with the right to fill and refill each
reservoir continuously.
F. Active capacity in acre-feet in original decree in Case No. 91-CW-75: Ten acre-feet
for each reservoir.
G. Dead storage in acre-feet in original decree in Case No. 91-CW-075: 0.0 acre-feet
for each reservoir.
H. Each of the said reservoirs shall be constructed by means of embankment of less than
ten feet in height
I. By the decree entered by the .District Court, in and for Water Division No. 5, State
of Colorado, on January 26, 1999, in Case No. 98CW006, tbe water rights decreed
to OolfCoursc Pond Nos. 1 through 6, inclusive, were continued as conditional.
J. Portions ofthe above-described water rights were made absolute, and the remainder
continued as conditional, by the decree entered by the District Court, in and for
Water Division No. 5,. C9lorado, on November 5, 2006, in Case No. OS-CW-22, as
follows:
I '
i
1. Golf 'Course Ponds Nos. 4 and 5 had been combined at the location of
Golf Course Pond No. 4 with a total capacity of 18.84 acre feet, .in the
of the of Section 14, Township S South, Range 83 West of
the 61h P.M., 850 feet from the North Line and 600 feet from the West
Line of sai.d Section 14.
2. Golf Course Pond No. 6, had been constructed in the of the
of Section 14, TownshipS South, Range 83 West of the 6'h P.M., at a
location 980 feet from the North Section Line and 900 feet from the West
Section Line of said Section 14, with a capacity of 8.23 acre feet, and
since June 1, 1993, said water bas been utilized for the of
irrigation, recreation, storage, piscatorial, golf course hazard, alld fire
protection in the amount of 8.23 acre feet per year, with the right to fill
and refill continuously.
3. Golf Course Pond No. 1: 2.9 acre-feet is continued as conditional for
purposes of irrigation, recreation, storage, piscatorial, golf course hazard
and fire protection, with the right to fill and refill continuously; and 10.0
Schedule 2.1(i)-14
202
Appendix A
I .
acre-feet is continued as conditional for purposes of exchange, stoolc-
watering, augmentation and replacement, with the right to fill and refill
continuously.
4. Golf Course Pond No. 2! 2.64 acre-feet is continued as conditional for
purposes ofinigation, storage, piscatorial, golf course hazard
and fire protection, with the right to fill and refill continuously; and 10.0
acre-feet is continued as conditional for puxposes of exchange, stock-
watering, augmentation and re1;tlacement, with the right to fill and refill
continuously.
S. Golf Course Ppnd No. 3; 10.0 acre-feet is continued as conditional for
pmposes of irrigation, recreation, storage, piscatorial, golf coutse hazard,
fire protection, stock-watering, augmentation and replacement,
6. (Jolf Cgprse Pond No. :4: 10.0 acre-feet is continued as conditional for
purposes of exchange, stock-watering, augmentation and replacement,
7. OolfCow;se Pond No.5: 1.16 acre-feet is continued as conditional for
purposes of irrigation, recreation, storage, piscatorial, golf course hazard,
and fire protection, with the right to fill and refill continuously. 10.0
acre-feet is continued as conditional for purposes of exchange, stock-
watering, augmentation an4 replacement, with the right to fill and refill
continuously.
8. Golf Course Pond No. 6: 1. 77 acre-feet is continued as conditional for
purposes of irrigation, recreation, storage, piscatorial, golf course hazard,
and fire protecti.on, with the right to fill and refill continuously. 10.0
acre-feet is continued as conditional for pmposes of exchange, stock-
augmentation and replacement, with the right to fdl and refill
continuously.
9. Description of portion of conditional water rights hereby made absolute:
(a) Date water rights applied to beneficial use: June 1, 1993.
(b) Amount made absolute: 8.84 acre-feet for Golf Course Pond No. S
at the new and 8.23 acre-feet for. the water right for Golf
Course Pond No. 6 at this new location
Schedule 2.1(1)-15
202
Appendix A
1
(c)
(d)
Uses: Irrigation, recreation, storage, piscatorial, go1fcourse hazard,
and ftre protection, with the pght to fill and refill Continuously.
Place where water bas been applied to beneficial use: Pursuant to
the decree in Case No. 91-CW-075.lands in Sections 1, 2, 9, 10,
13, 14 and IS, T.SS., R.83W of the 6th P.M., and in Section 6,
T.SS., R.82W of the 6th P.M. will be irrigated in part by the
subject water rights. The total preSently inigated acreage is
approximately 75 aci:es.
l 0. The month for filing the nett application for a finding of reasonable diligence
is November 2012.
Schedule Z.l(i)16
202
APPENDIXB
DIRECT FLOW WATER RIGHTS DECREED TO
STAG GULCH DIVERSION POINTS NOS.l THROUGH S
Conditional direct now water rights w e r e ~ in Case No. 91-CW-076 onJanuary 3,
1992, summarized for informational purposes as follows:
A. Legal description of each point of diversion:
1. Stag Gulch Diversion Point No. 1 is located on Stag Gulch, a tributary of.
Squaw Creek, a tributary of the Eagle River, at a point .located in
Section 14, Township 5 South, Range 83 West of the 6th P.M., from
which the NW Comer of said Section 14 bears N 21 45' W a distance of
approximately 3,500 feet.
2. Stag Gulch Diversion Point No. 2 is located on Stag Cleek, a tributary of
Squaw Creek, a tributary of 1he Eagle River, at a point located in
Section 14, Township 5 South, Range 83 West of the 6th P.M., from
which the NW Comer of said Section 14 bears N 06 W a distance of
3. Stag Gulch Diversion Point No. 3 is located on Stag Creek, a tributary of
Squaw Creek, a tributary of the Eagle River, at a point located in
Section 15, Township S South. Range 83 West ofthe 6th P.M., from
which the NB Comer of said Section 15 bears N 09 E a distance of
approximately 2,450 feet
4.. Stag Gulch Diversion Point No. 4 is located on Red Draw, a tributary of
Squaw Creek, a tributary of the Bagle River, at a point located in
Section 1 5, Township 5 South, Range 83 West of the 6th P.M., from
which the NB Comer of said Section 15 bears N 62 E a distance of
S. Stag Gulch Diversion Point No. S is located on Red Draw, a tributary of
Squaw C r e ~ a tributary of the Eagle River, at a point located in
Section 10, TownshipS South, Range. 83 West of the 6th P.M. from which
the SE Comer of said Section 10 bears S 3415' E a distance of
approximately 420 feet.
B. Date of initiation of appropriation: April 26, 1990.
C. Amount: The amount of water decreed is 5 c.f.s., conditional, for each of Stag Gulch
Diversion Points Nos. 1, 2, 3, 4 and 5, inclusive, when water is being stored for subsequent
Schedule 2.1(i)-17
,
202
AppendixB
Direct Flow Water Rights Decreed to
Stag Gulch Diversion Points Nos. 1 through 5
beneficial use. The total of diversions at all of the aforesaid five (S) points of diversion and at Eagle
River D i v ~ i o n Points Nos. 1, 2 and 3, inclusive, and SCR. Diversion Points Nos. S, 6 and 7,
inclusive, for use on a direct flow basis shall not eitceed the amount of S c.f.s. at any one time.
D. Uses: Inigation, domestic, replacement, exchange, storage, stockwatering,
commercial, golf course bazatd, recreation, piscatorial and fire protection purposes.
E. Sources of water: Stag Gulch, Red Draw and Squaw Creek, all tributary to the Eagle
River.
F. Reasonable diligence for the above-described water rights was found by the District
court, in and for Water Division No. S, Colorado, on Januacy 18, 2006, in Case No. 04-CW-208,
and the mqJl!:h for filing the next application for a finding of reasonable diligence is January, 2012.
Schedule l.l(i)-18
I
202
. APPENDIXC
SURFACE WATER RIGHT DECREED TO
SCR DIVERSION POINT NOS. 2 THROUGH 6
I. SCR Diversion folnt Nos. 2 through 4.
,.
Conditional smfacc water rights were decreed to SCR Diversion Point Nos. 2 through 4,
inclusive, in Case No. 89-CW-218, on October 11, 1990, and are summarized for informational
pmposes as follows:
1. SCR Diversion No. 2 is located on Squaw Creek at a point whence 1he SW
comer of Section 13, Township 5 South, Range 83 West of the 6th P.M. bears
South 835' West at a distance of2,990 feet.
2. SCR Diversion Point No. 3 is located on Squaw Creek at a point whence the SW
comer of Section 13, Township 5 Range 83 West of the 6th P.M. bears
South 1030' West at a distance feet.
3. SCR Diversion Point No.4 is the headgate of the Graham. Ditch located at a point
on Squaw Creek whence the SB comer ofSection23, TownshipS South, Range
83 West of the 6th P.M. bears South 2430' East at a distance of 1,650 feel
B. Date of initiation of appropriation: May 5, 1989.
C. Amount decreed: S c.t:s., conditional.
D. Uses: Irrigation, domestic, augmentation, municipal, replacement, exchange, storage,
stockwatering, commercia], recreation, and fire protection purposes.
E. Source: Squaw Creek, a tributary to. the Eagle River.
F. By the decree entered by the District Court, in and for Water Division No. S, State of
Colorado, on July 15, 1997, in Case No. 96CW270, the water rights decreed to S.CR
Diversion Point Nos. 2, 3, and 4 were continued as conditional.
0. By the decree entered by the District Court, in and for Water Division No. S, State of
Colorado, on June 7, 2004, in Case No. 03CW16S, the water rights. decreed. to SCR
Diversion Point Nos. 2, 3, and 4 were continued as conditional for aU originally decreed
purposes, and the month for filing the next application for finding diligence
is June, 2010.
Schedule 2.1(i)-19
202
AppcndixC
Surface Water Right Decreed to SCR Diversion Point Nos. 2 through 6
U. SCR Ditersion Point Nos. S and 6
Conditi01181 surface water rights were decreed to SCR.Diversion Point Nos. 5 and 6 in Case No.
91-CW-76, en January 3, 199Z, and are S1l1lUllB.rized for infonnational purposes as follows:
1. SCR Diversion Point .No. 5 is located at or below the headgate of the Dora B.
Ditch, at a point on Squaw Creek descn'bed as follows: a point in the .NB% ofthe
SE% of Section 2, T.5S., R.83W. of the 6th P.M., from which the Southeast
Comer of Section 2 bears 8 .. 9 lS'E. a distance of approximately 2,250 feet.
2. SCR Diversion Point No. 6 is located at or below the headgate of the Henderson
Ditch, at a point on Squaw Creek described as follows: a point in theSE% of the
SE% of Section 2, T.5S., R.83W. of the 6th from which the Southeast
Comer of Section 2 bears S.4430'E. a distance of approximately 1,200 feet
B. Date of initiation of appropriation: Apri126, 1990.
C. Amount decreed: 5 c.f.s., conditional
D. Uses: Irrigation, domestic, replacement, exchange, stockwatering, commercial,
golf course hazard, recreation, piscatorial, and fire protection purposes. As part of said
each structure's use will include use as a supplemental source of water as 1\u'ther
descn'bed in Applicants' decreed plans of augmentation in Cases Nos. 91-CW ..077 and
91-CW-078, .as amended.
E. Source: Squaw Creek, a tributary to the Eagle River.
G. By the decree entered. by the District Court, in and for Water Division No. 5, State of
Colorado, on January 18, 2006, in Case No. Q4..CW-208, the water rights decreed to SCR
Diversion Point Nos. 5 and 6 were continued as conditional for all originally decreed
purposes, and the month for filing the next application for finding of reasonable diligence
is June, 2012.
Schedule 2.1(1)-20
I
202
, APPENDIX D
GRAHAM DITCH SENIOR WATER RIGHTS
Water rights decreed to the Graham Ditch, and changed by the decree entered on January 3,
1992 in Case No. 91-CW-077, are summarized for informational purposes as follows:
Appropriation AdJudication
Structure Alnoun.t ~ Dill
Graham Ditch
Graham Ditch
l.S c.f.s.
3.0 c.f.s.
6/22/1904
6/10/1914
2127/1911
4/15/1920
a. The water rights were historically used to irrigate bay and pasture lands described
in Exhibit A and depicted on Exhibit H to said decree.
b. The headgate of the Graham Ditch is located at a point on Squaw Creek whence
theSE Comer of Section 23, Township 5 South, Range 83 West of the 6th P.M. bearsS 2430' E
a distance of 1,650 feet.
c. Under 1he decree in Case No. 9l-CW-o77, dated Januuy 3, 1992:
(I) The following changes to the water rights were approved: No
substantial change will occur in the location of irrigation usage on the planned golf
course development on the land described in Exht'bit A tO said decree with the two
water rights decreed to the Graham Ditch, so long as the return flow patterns set forth
on Exhibit.P to said decree are continued. In addition to the decreed irrigation use,
the above-listed water rights are to be used directly and/or by exchange, on the lands
described on Exhibit A to said decree and on the lands described in Exhibit C to said
decree, for irrigation, do:rnestic, municipal, stockwatering, augmentation,
replacement, exchange, commerCial, recreation, golf course hazard, piscatorial and
fire protection purposes 'and for storage :for each such purpose. The acreage
historically irrigated is depicted on the map attached as Exhibit N to said decree.
The use of the water rights is approved for inigation of the lands described in
Exhibits A and C and is allowed for the above-stated purposes other than inigation
only through augmentation, replilcement or exchange utUizing the consumptive use
credits associated withsaidrigbts, subject to the total consumptive use not exceeding
the credits associated with said rights listed below:
.M.omh As;ro-Feet
May 15.8
June 63.1
July 94.8
Aug 83.5
Sept 47.3
Oct 15.8
Total m.1
The use of the water rights is also subject to the rights being in priority and physically available
at the originally decreed headgate location and subject t ~ the diversion limits provided in c.(2),
Schedule l.l(i)-21
I
202
AppendixD
Graham Diteh Senior Water Rights
below. Wau,r applied directly to irrigation shall be assumed to be 90% consumptively used.
The follown,g accounting procedures are required: (1) project annually the amount of the
Graham consumptive use that would be used directly for irrigation and the amount of
Ditch consumptive use credits to be used by augmentation, or exchange;
(2) submit m.ontbly projections for the items listed in subparagraph (1); and (3) Applicants'
actual use may vary from the projected use upon consultation and approval by the Division
Engineer or llis Water Commissioner.
(2) The diversion in any month shall not exceed the maximum
historic diversion for that month, as set forth below, and the ten-year nmning
total of the monthly diversions shall not exceed ten times the average historic
diversion amount for the month:
Diversign limits Max.
Annual
May
-
1Yh

Total*
GRAHAM DITCH
maximum allowable 204 267 276 276 267 190 1248
10-year nmning total 350 1520 2050 1730 1160 560 XXX.
* Total is based on maximwn annual diversion of record; but not to exceed decreed amount
(3) Not more than fifty percent (SO%) of 4.05 c.f.s. of water
delivered under the Graham Ditch water rights may be consumptively used.
The said 4.05 c.f,s. or lesser delivered amount shall be measured by a
measuring device to be installed in the Graham Ditch immediately below the
point where the ditch enters the property described in Exhibit A to the decree
and at the points described in paragraph d., below.
d. The following alternative points of diversion were approved for these water
rights:
t
(1) The Metcalf headgate, which is located on the north bank of the
Eagle River in Section 7, Township 5 South, Range 81 West of the 6th P.M. at
a point from which the SB Corner ofthe of said Section 7 bears
S 5300'40
11
E 1,446 feet.
(2) The Raw Water Booster Pwnp Headgate. which is located at a
point on the north bank on the Eagle River at a point from which the SW
Schedule l.l(i)-22
202
AppcndixD
Graham Ditch Senior Water Rights
Comer of the of Section 12, Township 5 South, Range 82 West of the
6th P.M. bearsS 1801'34" W 1,551.13 feet.
The consumptive use credit fur the rights may be used for augmentation, replacement and
exchange at the alternate points of diversion. No rights to utilize said alternate points of
diversion are owned by Grantors, no such rights are conveyed herein.
e. In the following alternative points of diversion were also approved
for these rights:
(l) The headgate of the Dora B Ditch, located at a point o.a Squa.w
Creek described as follows: a point in the of the of Section 2,
. TownshipS South, Range 83 West oftbe 6th P.M., from which the SB Corner
of Section 2 bears S 91 5' E a distance of approximately 2,250 feet.
(2) The headgate of the Henderson Ditch located at. a point on
Squaw Creek described as follows: a point in of the of
S.ection 2, Township S South, Range 83 West of the 6th P.M., from whicb tbe
SB Corner of Section 2 bears S 4430' B a distance of approximately 1,200
feet.
Subject to the limits in said decree, including but not limited to those described above in
paragraphs c.(l) and (2) above, the water rights decreed to the Graham Ditch may be utilized for
irrigation through diversion at these alternate _points of diversion, or consumptive use not utilized
for said irrigation may be utilized for augmentation, replacement or exchange purposes at said
alternate points of diversion.
Schedule 2.1(1)-23
I '
202
APPENDIXE
DORA B DITCH AND HENDERSON DITCH WATER RIGHTS
Water rights decreed to the Dora B Ditch and the Henderson Ditch, and changed by the
decree entered on January 3, 1992 in Case No. 91-CW-077, are summarized for informational
purposes as follows:
Structure
Dora.'B Ditch
Henderson Ditch
Amount
1.0 c.f.s.
0.90 c.f.s.
Appropriation
ll1mt
11/1/1892
6/28/1907
Adjudication
Dm
6/29/1894
2127/1.911
. a. The water rights were historically used to irrigate hay and pasture lands described
in and depicted on Exhibit H to said decree.
b. The headgate of the Dora B Ditch is located at a point on Squaw Creek described
as follows: a point in the of of Section 2, T.SS., R.83W. of the 6th P.M., from which
the Southejast Comer of Section 2 bears S.91S'E. a distance of approximately 2,250 feet.
c. The headgate of thC Henderson Ditch is le>cated at a point on Squaw Creek
described as follows: a point in theSE% of of Section 2, T.SS., R.83W. of the' 6th P.M.,
from which the Southeast Corner of Section 2 bears S.4430'E. a distance ofapproxunately 1,200
feet.
d. Under the decree in Case No. 91-CW-077, dated January 3, 1992:
(1) The following Changes to the water rights were approved: In addition
to the.decreed irrigation use, the above-listed water rights are to be used directly
and/or by exchange, on the lands descn'bed in Exhibit A to said decree and on the
lands described in .Bx.hibit C to said decree, for irrigation, domestic, municipal.
stockwatering, augmentation, replacement, exchange, commercial, recreation, golf
course hazard, piscatorial and fire protection purposes and for storage for each such
putpose. The acreage historically irrigated is depicted on the map attached as
Exhibit N to said decree. The use of the water rights is approved fhr irrigation of the
limds descnbed in Exhibits A and C, but is allowed for the above-stated purposes
other than irrigation only through augmentation, replacement or exchange utilizing
the consumptive use credits associated. with srid rights, subject to the total
consumptive use not exceeding the credits associated with said rights set forth below:
Schedule 2.1(i)-24
202
AppendixE
Dora B Ditch and Henderson Ditch Water Rights
Henderson DoraB
~ ~ lliYth
May 0.4 0.2
June 5.3 1.8
.July 6.2 2.4
Aug 4.4 2.0
Sept 2.8 1.1
am 2:1
0,.3.
Total ac ft.
12 u
The use of the water rights is also subject to the rights being in priority and physically available at
the originally decreed headgate location and subject to the diversion limits provided in d.{2), below.
Water applied directly to irrigation shall be assumed to be 90% consumptively used.
(2) The diversion in any month shall not exceed the maximum historic
diversion for that month, as set forth below, and the ten-year running total of the
monthly diversions shall not exceed ten times the average historic diversion
amount for the month:
Jliymismlimits (1""-f=O
Annual
Mix
-
July
Au.. k!t. ~
TQtll**
DORA B DITCH*
maximum allowable 61 59 .61 61 59 59 364
1 0-ye'ar running total 160 590
610 610 530 280 XXX
HENDERSON DITCH*
maximum allowable ss 53 ss ss 53 ss 327
10-year running total 90 400 370 290 190 90 XXX
When used soley for irrigation purposes pursuant to said decree.
Total is based on maximum annual div!mlion of record, but not to exceed decreed amount
e. The following alternative points of diversion were approved for these water
rights:
(1) The Metcalfheadgate, which is located on the north bank of the
Eagle River in Section 7, Township S South, Range 81 West of the 6th P.M. at a
Schedule l.l(i)-25
I.
202
-----------------------------------
AppendixB
DOJ:a B Ditah and Henderson Ditch Water Rights
point from which the SE Comer .of the of said Section 7 bears
S. 5300'40" E. 1,446 feet.
(2) The Raw Water Booster Pump Headgate, which is located at a
point on the north bank on the Eagle River at a point from which the SW Comer
oftheNW'A of Section 12, Township 5 South, Range 82 West ofthe 6th P.M.
bearsS. 1801'34" W. 1,551.13 feet.
(3) The headgate ofthe Dora B Ditch, located at a pojnt on Squaw
Creek described as follows: a pc)int in the of the of Section 2,
Township 5 South, Range 83 West of the 6th P.M., from which the SB Comer of
Section 2 bearsS. 915' E. a distance of approximately 2,250 feet.
( 4) Theheadgate of the Henderson Ditch located at a point on Squaw
Creek described as follows: a point in the of the SEV.. of Section 2,
Township 5 South, Range 83 West of the 6th P.M., from which theSE Comer of
Section 2 bears S. 4430' E. a distance of approximately 1,200 feet.
(5) The beadgate of the Otaham Ditch located at a point on Squaw
Creek whence the SB Comer of Section 23, TownshipS South, Range 83 West
of the 6th P.M. bears S. 2430'E. a distance of 1,650 feet.
Only the consumptive use credits for the water rights may be used for augmentation, replacement
and exchange at the alternate points of diversion. No rights to utilize the alternate points of
diversion described in e.(2) and e.(3), above, are o\vned by Grantors, and no such rights are
conveyed herein.
f. If notice is given the Division Engineer on or before May 1st of any year, said
water right$ may be used for irrigation only during that year subject to the diversion limits and
terms set f<trtb in paragraphS and in para.graph 6.b.(2) of the decree in Case No. 91-CW-077,
summarized in c.(l) and c.(2), above.
g. In addition to the above described uses the Dora B Ditch and Henderson Ditch
water right!lmay be .used for augmentation of water used on the Cordillera Summit Golf Course
pursuant to the decree entered in Case No. 99-CW-031 on September 27, 1999.
. .
h. In the decree in Case No. 99-CW-031, Applicant$ agreed that their use of the
Dora B DitQh and Henderson Ditch water rights at the Cordillera Summit Golf Course, whether for
direct diversion or augmentation, shall be limited to the historic irrigation season, unless previously
stored in priority during other times of the year, and shall not result in an expansion of the historic
use of those same rights. As such, Applicants agreed to limit monthly diversions under tb,is dcerec
to the consumptive use amounts identified above, for use at the Summit Golf Course.
I
N:\lddisoa\b69S3.0l\Wilbelm H !06120!1 (l).wpd
Schedule 2.1(i)-26
202
APPENDIXF
SARA M DITCH WATER RIGHT
The water right decreed to the Sara M Ditch, and changed by the decree entered on August
28, 1998 in Case No. 97-CW-280, is. summarized fbr informational purposes as follows:
Appropriation Adjudication
Stru$ture Amount D.m 12m
Sara M Ditch 0.4 c.f.s. S/1/18.92 6/29/1894
a. The water right was historically used to irrigate 20.9 acres or pasture grass depicted on
Exhibit M to the applicatioil, which application is attached as Exhibit 9 to said decree.
b. Actual Legal Description ofHeadgate: On the right (east) bank of Squaw Creek at point
from whence the NW comer of Section 1, TownshipS South, Range 83 West of the 6th P.M. bears
S. 74"54'14" W. 2328 feet.
c. Originally Decreed Legal Description ofBeadgate: On Squaw Creek, located at a point
above south of the SW comer of the SEY.. SW'A of Section 36, Township 4 South,. Range 83
West of the 6th P.M.
d. Historic Use: The average annual diversion amount is about 274 acre-feet per year for
this water right. The historic consumptive use attributed to this water right is approximately 33.9
acre-feet per year on average. Monthly historic consumptive usc credits are decreed as follows:
Historic Consumptive Use Credits
(acre-feet)
&nil ;Mn - !Wx August September October l'Jmi
0.10 2.80 8.10 8.70 7.80 s.oo 1.40 33.90
e. Under the decree in Case No. 97-CW-280.
(1) In addition to the decreed irrigation use, the Sarah M Ditch water
right may be used directly and/or by exchange, on the lands descn'bed in paragraphs S.d. and 8.e.,
and paragraph 8.f., of said decree for inigation, domestic, municipal, stockwatering, au.grnen1ation,
replacement, exchange, commercial, recreation, golf course hazard, piscatorial and fire protection
purposes and for storage for each such purpose. The Sarah M Ditch water right may be used for the
above-stated purposes only through augmentation, replacement or exchange utilizing the
consumptive use amounts of water associated with said water right set forth above. The Sarah M
Ditch right shall not be utilized to directly inigate or augment depletions in the Brush Creek
drainage portion of the Mountain Tract property described in paragraph 8.f. of the decree.
Schedule 2.1(1)-27
1
202
AppendixF
Sara M Ditch Water Right
(2) The decreed point of diversion for the Sarah M Ditch was changed from the
originally decreed location described in paragraph (cj, above, to the surveyed actual diversion
locations de$Cribed in paragraph (b), above.
(3) Alternate points of diversion for the Sarah. M Ditch water right were decreed at the
MetcalfHcadgate and at tbe Raw Water Booster Pwnp Headgate, described below. Aright to divert
the Sarah M Ditch water right by exchange at UERWA Pipeline Point A and at Eagle River
Diversion Point No. 1 below, was also decreed. Water shall only be diverted under these water
rights at the alternate points of diversion and at the UERWA Pipeline Point A and at Eagle River
Diversion Point No. I during the historic use period and in the historic consumptive u ~ amounts
set forth in (d), above, and only at times when water is physically and legally available at. the
original poilU of diversion.
(a) The Metcalfheadgate, which is located on the north bank of the Eagle
River in Section 7, Township 5 South, Range 81 West of the 6th P.M. at a point from
which the SB Comer of the S W ~ of said Section 7 bearsS. 5300'40" B. 1,446 feet.
(b) The Raw Water Booster Pump Headgate, which is located at a point
on the north bank on the Eagle River at a point from which the SW Corner of the
NWV.. of Section 12, Township 5 South, Range 82 West of the 6th P.M. bears
s. 1801'34" w. 1,551.13 feet.
(c) UERWA Pipeline Point A. located on Lake Creek in the S E
1
~ ~
of Section 6, TownshipS South, Range 82 West of the 6th P.M. at a point from
whence the NE comer of said Section 6 bears N. l40'E., a distance of1,750 feet,
in Eagle County, Colorado.
(d) Eagle River Diversion Point No. 1, located on the south bank of the
Eagle River at a point described as follows: at a point from which the Southeast
Comer of Section 36, Township 4 South. Range 83 West of the 6th P.M. bears
S.56.00'E. a distance of approximately 3,840 feet.
The rate of flow for said rights of exchange shall be 2.9 c.f.s cwnulative. The date of appropriation
for the right$ of exchange is December 19, 1997. The downstream terminus of the exchanges shall
be the contltence of Squaw Creek and the Eagle River in Section 36, Township 4 S o u ~ Range 83
West ofthe 6th P.M. No rights to utilize the alternate points of diversion described.in e.(3)(a) and
e.(3)(b), above, are owned by Grantors, and no such rights are conveyed herein.
Schedule l.l(i)-28
I
202
AppendixF
Sara M Ditch Water Right
f. The exchanges described herein shall be subject to the following additional
conditions:
(1) Water is physically available for diversion and release at the alternate points of
diversion and exchange.
(2) A live stream exists between the structures involved.
(3) The amount of water diverted at the "exchange to" points is not greater than the
amount of water introduced at the "exchanged from" points, and may not be greater than the
amount of water legally and physically available to the exchanged water rights priorities owned
by the Applicants at the "exchange from" points.
( 4) The exchanges decreed herein shall bear such stream losses as may be assessed
by the Division Engineer or his representative.
g. In addition to the uses described above, the Sara M D i ~ h water right can be used to
augment diversions of water for the Cordillera Summit Golf Course by exchange at the Eagle River
Diversion Point No. 1 pursuant to the decree in Case No. 99-CW-031, entered on September 27,
1999.
h. In the decree in Case No. 99-CW -031, Applicants agreed tba1 their usc of the Sarah
M Ditch water right at the Summit Golf Course, whether for direct diversion or augmentation, shall
be limited to the historic irrigation season, uDJ.ess previously stored in priority during other times
of the year, and shall not result in an expansion of the historic use. of those same rights. As such,
Applicants agree to limit monthly diversions under this decree to the consumptive use amounts
identified in paragraph d. above, for use at the Summit Golf Course.
Schedule 2.1(1)-29
I
202
APPENDIXG
SURFACE WATER RIGHT DECREED TO EAGLE RIVER DIVERSION POINT NO.1
A conditional surfaCe water right was decreed to Eagle River Diversion Point No. in Case
No. 91-CW-076, on January 3, 1992, summarized for informational purposes as follows:
a. Legal description of point of diversion: Eagle River Diversion Point No. 1 is
located on the south bank ofthe Eagle River at a point described as follows: at a point ftom which
the Southeast Comer of Section 36, T.4S., R.83W. of the 6th P.M. bears S.56000'E. a distance of
3,840 feet.
A pump, pipeline, beadgate or other appropriate and adequate diversion structure i:s
planned at the above location to establish the diversion at the above location of S c.f.s.
(conditional) of water from the named source.
b. Date ofinitiation of appropriation: Apri126, 1990.
c. Amount decreed: The amount of water decreed is 5 c.f.s., conditional, for Eagle
River Divellsion Point No. 1 when water is being stored for subsequent beneficial use. The total of
diversions at Stag Gulch Diversion Points Nos. 1, 2, 3, 4 and 5, inclusive, and at Eagle River
Diversion Points Nos. 1, 2 and 3, inclusive, and SCR Diversion Points Nos. 5, 6 and 7, inclusive,
for use on a direct flow basis shall not exceed the amount of 5 at any one time,
d. Uses: The water claimed will be used either directly or by exchange for the
following purposes: Irrigation, domestic, repblcement, exchange, storage, stoclcwatering,
. commercial, golf course hazard, recreation, piscatorial, and fire protection purposes.
e. Source: The Eagle River.
f. By the decree entered by the District Court, in and for Water Division No. S, State
ofColoradQ, on Deccmber29, 1998, in Case No. 98-CW-007, the water right decreed to Eagle River
Diversion Point No. 1 was continued as conditional.
g. By the decree entered by the District Court, in and for Water Division No. S,
Colorado, on January 18,2006, in Case No. 04CW208, the amount of3.4 c.f.s decreed to Eagle
River Diversion Point No. 1 for irrigation, storage, recreation, golf course hazard, piscatorial,
and fire protection purposes, and the amount of5 .0. c.f.s decreed to Eagle River Diversion Point
No. 1 for domestic, replacement, exchange, stockwatering, commercial was continued as
conditional, and the month for filing the next application for a finding of reasonable diligence is
January, 2012.
h. Description of portion of conditional water rights hereby made absolute:
I. Date water rights applied to beneficial use: May, 2004
Schedule l.l(i)-30
1
202
AppendixG
Surface Water Right Decreed to Eagle River Diversion Point No. 1
2. Amount made absolute: 1.6 c.s.
3. Absolute Uses: Irrigation, storage, recreation, golf COUl$e hazard,
piscatorial, and fire protection.
Schedule 2.1(1)-31
202
APPENDIXH
CREAMERY DITCH WATER RIGHTS
Water rights decreed to the Creamery Ditch, and changed by the decree entered on
September 27, 1999 in Case No. 99.;CW -031, are summarized for informational purposes as follows:
Decreed
Appropriation Adjudication Priority
Structure AmolDJ.l ~ 121m l:hh ~
Creamery Ditch 3.40 e.s. MayS,l897 Marc;h S, 1901 172 Bast Lake Creek
Creamery Ditch
First Bnl.argement 3.63 c.f.s. MayS, 1898 October 3, 1936 385/383 Bast Lake Creek
. a, The decreed point of diversion for the Creamery Ditch and Creamery Ditch First
Enlargement is Jocated on t h ~ right bank ofBastLake Creek at a point whence the Southwest comer
of Section 8, Township 5 South, Range 82 West of the 6th P.M. bears North 306' Bast 3,576 feet.
b. Under the decree in Case No. 99-CW -031, the following historic consumptive use
credits were decreed for the Creamery Ditch water rights:
Creamery Dit.:h Rights
Decreed Hlstortc Consumptive Use Credits
Mmlth Calcu1ated Crec:lit (age-feet)
April 0.00
May 7.00
~ u r i e
July
August
September
October
Total
30.50
31.90
30.60
22.20
7.70
c. Applicants may only use the Creamery Ditch and the Creamery Ditch Fast
Bnlargement water rights consumptive use credits at times when water is physically and legally.
available under those water rights at the original point of diversion, and is bypassing that structure.
Applicants sflall bear transit losses on delivery of that water, if any, which may reasonably be
assessed by tihe Pivision Engineer.
Schedule l.l(i)-32
I
202
I
.
APPENDIX!
lllisCtwstrutis'll:ladlbiii:Malt!leCaJcndo .

below.
..
A- lbel.ivcrDrstr:bfud

. . . . .
B. . Tbe 'Riw:r cWiftdel.ot-.
l.eMrvoirutlhllreboldlll' ill'dut Bard
. C.

b implemeldm. tbrouah tbs Qiltdct's w.-Plojecll
. D.
' I

f1!ZL (10) ace Jbct m:maUy Jbr ad Judusb:ial JiC!ilH*I wbic'b. belsfditbl aa will be

tbe Eapt River cf:a:afuae.
:S. tbeVIIIt6:r\hrbtiniPolic1adb awaa of'cbe

mlecl'pcr&pOIOSGftbcO
is t11a IUb,icetoftbis CcmlactiDd. thtlt auchasc williCOIIIplfwith 1M WucrMah,.,PoHcrlllll the
Project'a pcaDits a:ad tt=ees.
Schedule 2.1(1)-33
202
..
' I
.

Rwfm

1995. .

the EasJc
. . .
a:op511Dd
.
wlllcb- ae made oa.a paRC1 otlmi oflt.loutt:aa--.
..
be
released mel deliw:ad byt'bl: Bb= Dblzict aad l'lled. by Cot:d ...... "l'be-CQab rted

tbop:ovWaashenaf;tbrCb
of GJ 111201int DOt ued hi.IDY Projeci 1'CII'.
dJiousb....Si:DcfudmKtt.subaeqWmt
J'=o30.
-1
\111
1
1
1
'11111
1\ II 158 R '28t.H '0
T .. .1 111....nlon eat. co
Schedule U(i)-34
202
I
tl '?rojed Hydrolo&Y A.tsumpdoal" or"Hydzooolf usaas.lbe lr:tfefby

wbich was pzeiCII:CCl to die Hiw:r I>i.s'llkl's Boml ofDitecton oc July 22. 1Ht.

'llist&ietad .
l. Riy;r QiaictY(Deltmy Qb!Jaatimp apd
L 'TlleRiw:rDlstdctwilldeliwrileCoaillll''' ...

J.bneetet.o..t. 'UullltsatMr:wile.-tobJt.:tttnlrDilldcot'l OeualMaqer
bala4 'II{:10il w:dqauequest tbB!iVwD!IIriCt...W :mb ,._.1D t1ll:

Contrednr'acfM:rSaas. CoilbUDcalllq'?esoJetyrapomiblcakdclwqb1btlcpl
c1eJfwrr IIDCl usc ofdle
.
b. :tlrn!bm'ObR'I'fliral 'lbeRWtrDilrriltlclrJiN:yafO idtacftlll Wd:rshidlbesal:!ia:t

.. of deli:va:i.es m P"'W&"l'1'h .5 beiew. .
..
c. V1!8!!!1!'5!1M1' 1'be Rivr:r District .un at the ouilct.'WOI:b of tho
Coatz8:1adW*tddiwrciliun'IMIIClCDUI:Ilaft'H . tr.c

maauut ot'mlcaaafContnctrdWaan:blledllfdddiwraipur:su.aattoddsCoatnl
OJ'Pics =ordl shall fD Cauh 40rupoa itl 1J:ac:!br.
d. J'Opeljtf. ohlipdo.n
pcnca,...rr.&aiDbrwb:noWIWIUtir:sca4fi11iii dMlmJaDC(Mdt,.......(Gt:emingdle
Schedule 2.1(i)-3S
202

quelityofCcmti.:tcd Watr.trfclmttA punu.aat10thit Coail:actbyJtleasclof"rarWII!I:r
to tbeuatmal - . .
. . .
e. M+trppy;onfi!te."H1im. 1lutRiwl"DistxiccsbiD uaeill 1x:steflbdi1D lllliiiiBiDmaoocl
'\lWJdcilia CODdition the "MMff::r 1tarap IISd n:1ease ficiJida ofdae Wlta'.
'Wiab!tQidfnrqfllrAi!.py.. W"afa'

Caab:al:tb7Coa!noctor.
fa- CM:Dt of my aach bR:eab.
. .
1- Ils;brdbnAIJrmei!Smlrce.

l:lcr&uiu:fer. sbiJlabt djgrinjsb tile
Wa= at fmpllir; C,.aaoc"alcpl at p1qsieal abDity 1D mab use of
CQI!Ifttd!dWISIIrcxtomec:t.boblipdaai'IDfer:ayjaclcfatatli""""i1't:llfiPOWI
chlcdJ:,orl ill. JC'18111Ph 2..d. .
a. fSGbsdgl&viofila
":__A_"

Pmjec:tYe.-oaor 'befbxe J'UDe 1

1D
clfw:ak:la&. tllltl'dlecfalcsbiD:id&ilifJtbnablalaafqCo"*
Cout:tador notba D:Cdl:d by it dudlla-811J'JIIII1U=W:ar Pl:qjcct Ycu. Caanctor rhaU

!be R.ivcr Distric:;;t "WriUccl Dllica of Ill SIICh twisiou.
b. CegjenLQ"''

No. S, i'ioD1 * poiDt af dcltvayaf'Car:4tacted Wllf:llrto Caatmdor'a poim(s) ofUISD
IIDdlaE Of mpode!jQD,
.: : c.
IJ'.RPcrepr.rjpqaq&X.W. CouD:a:b:'aueofeoimctedWarsllallmlllbuooes
beiatiCCOidau:ewi1fl'lheUimll6thlsCcml'mcta'IIID
...... ,_
111111111111
Teal: J Sl..ntfln btlla, CO 1'59 R 211.18
Schedule l.l(i)-36
202
eN.'IO"'hnccwids.Colondo IDd..U.d.ectecs
Rlale410tbeCocaactecl wari:r. Conta.ctotinrnaudxirizrrl10IIPPf71bror,...q..

d. I Coatrler.orsiWlll its al)Je Cl:pOIIM plat\ orplaai:Jbr
mamesioa. ar =baDp IIOd/or aocxnlllmfl:dstald.w: tpplOW1s ota:a;rtcm:poaa:J
.suJ:.ati,.,lllpplrplat'Wflichu.maadeclex-CaHctnrto aroiQ Wa't&
Con...._ bu filed s=b llpl)lirwtfn:n fa Wilts' Court Clle No. 5-MCWOlJ.. If
Co:otnctorfm.eadsto JDIIkc arq auclunfl+iorud applbtiollllkaay mpeatwdon.or
';""'bmao piq(s) or m'bsdtufe supply plm(). Oad!lfmrsllllll sabmit the pcop'osed

.appHcrdicn.

...i!bbetd

Co
11
iw:w:rtsbaU.CIII'Iteto befnc:lndedi11101B:aaldacieetoftbl: WaerCGurtmCaleNo.
5--ncwoll or lillY odlw eMit pcoen...S by.Caadncb' apl'Q'Yiaku"GGldfttnnh&

e. IlmippfMQDDiaposirioJr., o, ..
wii!Datwdtmri
to ddp:iar..mtlr:D.IIppi'CMlof'tbe :Riw:I:;Disbict. TluilllM:r.D!stzictlfPliiCW&l.of
.. buiabwlh''ns&
...._ IJIDIIIl ..mch supplies 1:bC Coutz:acfld w.-. or &pcananm traps&r of11le

oftba cble arqdler lepl.ziabtta usedt!Jl0Pid1_.,. 'by'dutCo.tdceaecl Water, ar:'
wh.t.zc duJ U1diStS ls.ar!eto a=-mc1r. aocimOJl ortpeef.l
'diaedctcreetc:d fD urw:U. proJICtLY adabJly xcpcfliCllllll:d 110 the ltiYct' DbltdctfD be
t<I"'Nd wfdl1bc ('oatrwc:tell-w ...
f. ()rrlmiiW!W-Bnta
with Canz.rbd Wider .sud!. lldl:a axl chaps Q 118 pamittrd by Colondo,law.
IJ AGPO'mlinl9fllM..
tbcB.hwDilldctspec:iflc:aU.yfbr1bo
parpoaeofaJIIhliDi1!zltiw:d)illllicttop:uw1blmeof.Riftir.Disll:ictPrqltWIIbzipts
Uld10
.s-
1111111811111 ...
Tdk
51
_,,_. ( .. le, c:o 1U R :zsn.M D .... .
Schedule 2.1(1)-37
202
..
3.
..
L !lladditioa tD ippllcatJqn ti!:aalteady pddbJCouMo:tor., ContaiatoraJWlpay1D 1fx:
'bcirlJI$441.00 &
edlacmi:Jotof'Coutac:Crd 1.1999.. 1M
m:eoaluly 1; tm. n.n.Ber.oncu:

IIIDO'CIIIt at prov:idecl Wow.1br1bo 1llX'I""*'ns
b. ld111Dd sr!")do.itbc-piccaf'S441.00pcac.fbotofCo&rdrlliWIIIirtiDcfodas
miii!I0\1iltc:t.p!tbr'Piqfectoperadclill.aDCll'infmm. .. roc&f') ill1bo 81:Q01mtof
$41.00. Oll Apdll. 2003 111111 fNf:f'! fMIIJellll tllaedl:r1hli o.tM cblqo sblll1 bo

"""'cl

4. CgptwtTmn

lJoJbrapc:dacl ofup 'ID.bt;r (40)1'CIII'S fi'QIIl1bo damof1betprecndon of'd:da Contact
. .
b. Upoatbcc:nmplldb
below, Ccatac:IDr sbilllhiMII1Jutxtplt011!10&Wihia c:::oa.ti:M_. af'
vdida.sbi.Dco-zlftl!!:! t&rm. If .
Ccdnctardclbs to .Ol'CUCWtbia CoatrW. itJbin.(ILOVidet!laltba' D1flicit'Miaz:lt

-=mtoft!UCccbact.
Disldatlllld.C ""'..-m.n
IIDdlla1lyaac:cptlblc10U.lliYet'Diltril:ta:adCQI'd!'l!cor.I:UackilodcectfDdi:Diiooco

sblll COI'J1!1II'!Dn.
Schedule l.l(i)-38
202
. .
c. !be j)Uawhli tt:1m1 of Ibis Cozmct .U bo subject:
(1)
...
.....

(2)
usc of'Om"""'M. w ..... 4&fw '' ""' IJY.tbrtl.ive:r:Dimict.
S. W-Sf!nr1aa
I'CIISCDIS, ay ar .n ottbe M CIOUIItofliU'IIII:r COD"' t.Drl:fiolu die PrOject, lad.udiq'tbo

bur:veal Cent'* otart f:oc:lpdinaConllriai,m!Minaui WID:tlofldcr:tfnl
lolfcy. .
6. Cmmxi Tmnfzndkm
(2) lbt!UM:Disfdct.leiiiAtl i
or pm ',.; iDidaled by COI!d"C""r u cc.fcmpiatrd ic.
'S'Upaa*8J:aplt2.dabcm,:dlrr.lltlmt&elU..,..W..rlail710cosmact:ibr
pell'.1liD. oralbe:r
'S"'.l,Cimd 'With .. P1ojcat.
(3) The Rivezo Diltrict mq '"'urinate tb1l Cor#ract it Its JepllbiBty 1D ch:linr
Mbealala:otlbefnaninaliaa
orotbet.....,.,. intt'0121'Wbfdlue
Deleded.1D ddtfuothe
111111111111 ..
Tall <1 .ll!IOntlll' ... Ia, C:O 1D R US .M
...
Schedule 2.1(1)-39
202
1.
....
.
(l)
:L'wz Dlsr:dctat leut1Jdnr(30)d&JIIdaceDOtlccpdarto 1Uduc date ai
CoarDGIDc' JII:IXt; Glllua1 pqmciiL
(.2)

me IUvar Dls!dct at 30 ac!vlaulo DOtk:e pdar to the .me data of
papu:at. PadialD" 'necioo'byCOUU&Im'aballl!Ot

is tbail.-- coatiut;. .

(3) Wi!biu thizt.F (30) dqs of W appoval oltho Watar Ccnut lpPUctdnn

whidl is aat 111111t:Et.t IP(IIU'IIIL
c. NgtjceofiRminaionm A11irmf "'"*

1'rrmfnllfion ca:ce.ptfbr 8llf pedlal utin"'t' 'II 'dllllalr aub:P'GC IIJ ... 6.b(S). "
a.
.. .....
Coloudo IUWrWafiZ'
l'. O.BOx lUO

Gtelt9vood SpdDp. ColandD 81602.
ADmtiOil!
-8-
...
co IU I 281... D t.M
Schedule 1.1(1)-40
202

P.O.Bax988
81&52
c/o
.-
!.
..
.. '
... ,:,:...,._,
... - _,_
(.2.)
tho llddrea tD "'lbic1a :JIOI:iccs 10 it abatl be maDad. or deli-..l.

b. H'Dda gnt;im Odi.,U:Dnaatdia01ln ia bat.I.'VIIiJabllilrorc:bqctkaey

UDda: ldlte aw.
c.
illedloiil'itSJiatiifdl!&8f.1JiDNilaad
III'IICiil8cibybolh_....wllhtbeame...,_..,.-...,....acw '"""tbfs
Coataat

Jl 11 . .o U<, q - .
...
Schedule l.l(i)-41
202
..
'I'idel
-10-
111111111111 ~ ~ . : - -
Td ~ SlRn\on Eql<l, CO tS!I . R :r!l1.R D t ,M
Schedule z:i(i)-42
202
' .
:
STAT.EOFCOLORAOO .. )
)S!L
COUNTY OF GA1UIELD )
..
.
T.ha1brqoiq Water Supply Caatrlctwassubsc:ribeclml.waaito bcfixame bil'aiiJ.Ohzi

'f'fc f" . 1999. .
Wimess my hltlld aDd official seal
{i//;!,:._.t e;Jm,.;,<l fA .. .,.. ..
otazy Public .
11ft Mlef8IJON--
APIL'I. ...
STAlE OP COLORADO )
)as.
COUNTY Of G.AR.F'IELD )
COD1netwasvbscdbedazd.swoas.IDb=b:ea:byRi:bmt.EEic
Kubn,
t1m:Jugb its Colorldc River WD!tr Cutaprise this of :Ji. ''r 1999.
had IIDil ot&W seaL ,
, 886691
\111111 Ill ...
r .. tt .3 EQl GO 1'511
Schedule l.l(i)-43
202
I
..
,'
.
:
STAlE OF COLORADO )
)ss.
COlJNIY OF EA.Gt.E )

as prrp DilL pnc:a.R.P 1leall:y a.Del&wwe Caipaz:adou. Wmorlna Gaaal

1999.
My Commissioo .E2pires:
'
12
'"
Schedule l.l(i)-44
202
APPENDIXJ
MOUNTAIN TRACT SPRINGS NOS. 3, 4? AND S WATER RIGHTS
The conditional water rights decreed to Mountain Tract Springs Nos. 3, 4, and S, inclusive,
in Case No. 97-CW-279, on November 9, 1998, arc su:rmDarized for infonnational purposes as
follows:
a. Legal descriptions:
1. Mountain Tract Spring No. 3 is located 1,500 feet from the South
section line and 2,050 feet from the East section line, in the NW'A
of Section 16, Township 5 South, Range 83 West of the 6* P.M.
2. Mountain Tract Spring No. 4 is located 1,000 feet from the South
section line and 200 feet from the West section line, in the SWY4
of Section 16, Township 5 South, Range 83 of the 6* P.M.
3. MountainTractSpringNo. 5 islocated900feet:fromtbeSoutbsection
line and 1,540 feet from the West section line, in the SE:JA SW% of
Secti.on.l6, Township S South, Range 83 West of the 6* P.M.
b. Date of initiation of appropriation: June 11, 1997.
c. Decreed Amounts:
1. Mountain Tract Spring No. 3: 0.09 c.f.s. (38.90 g. p.m.)
2. Mountain Tract Spring No. 4: 0.02 c.f.s. (9.35
3. Mountain Tract Spring No. 5: 0.01 c.f.s (2.36 g.p.m.)
d. Uses: The water will be used either directly or. by exchange for the following
purposes: Inigation, domestic$ replacement, exchange, storage, stockwatcring, commercial, golf
course hazard, recreation, piscatori31 and fire protection purposes.
e. Source: Spring discharge, tributary to Brush Creek, a tributary to the Eagle River.
f. By the decree entered by the District Cou.tt, in and for Water Division No. S, State
ofColorado, on January 30, 2006, in Case No. 04CW189, the water rightS decreed to Mountain Tract
Springs Nos. 3J 4,and 5, inclusive, were continued as for all originally decreed p1JJPOSCS,
and the month for filing the next application for finding of reasonable diligence is January, 2012.
Schedule l.l(i)-45
202
Yf' I Y COUftSE YfADB RIGHD
J.
'I11o water d hta on Svdmt Creek dclcribecl tbllowl:
Appropriation AdJudlclltlon
- oat. Ddt.
Groff Ditch 0.3 c.te.
413011885
12117/1889
Groff Ditch
0.1 c.f.a. 919/1889
1211711889
GIOff Dltdl-
1.0 c.f.a.
COttonwood
7/1311990
1213111991
Erjargement
Said two Groff Dltx:h water rights are subjed to the terms and limitations of the change
decree In case No. 91..CW..o34,.Jnoludlng, bUt not limited to, the ptOYiskm8 of paragraphs
e, 6, and 7 of said decree. Said water rtghts are .ummariZtd In Appendix A heretO.
2. Tho wateJ' riahta on Buml8on Creek (tllb'a Bell!d Creek) aad on Deadbmlc Oulch
delcribc:4 follows:
AdJUdication
Appropriation
St(Ucture. Amount Rltl
DS
I
Root Dftch
1.6 c.f.s.
e/2111901
8/4/1917
Root Ditch-
RAWnoldl
1.0 c.f.s.
712711973
12131/1982

Slifd wa\Vrtahts are aubJed.lo thetenna and limitations of the ohange deoree In Caee No.
91..CW-Q84, but not limited to. the provlllons of paragreph8 6, 6 and 1 of eald
decree. ,Safd water rlghta are summartzed tn AppendiX A hereto.
Tbolo abaol\lto aucJ QODditicmal waterrlshtt decreed to Cordillera Valloy Club Golf
Co1.alo 1, Cordillera Valley Club Golf Course Pond No. 2, cordHiere Valley ctub
Golf Course Pond No. 3, cordiUera Valey Club Golf Course Pond No. 4, and CordHJera
Valley Qub Golf Course Pond No.6, In Caae No. 91.CW-o33, on December B. 1892, by
the Court In and for Water DlvlsiOn No. t5, State of Colorado. The decree for aald
water rights Is aummartzed fn Appendix B.
4, Tbat coaditioDal watorrightdecreocl to tho Cotlonwoo4 Pamp aad Pipo1hui.ID Cuo
No. 91..CW-o33, on Dauanb 8, 1992, by the District Court In and for Water DIYIIIOn No. 6,
Stlta of Colorado. The decree tor aald water rfght 18 suminartzed In AppendiX c.
5. Agraamert. amongst Cordillera VaJJay Club Investors Umlted Partnership,
BDC.\..1.tm71.1
200912821 7 of 14
Schedule l.l(i)46
202
I
i
~
Blaok Bear Propertlea, L.LO, JMCG COlorado, LLC, and Academy Woods, Ltd., for
construction and Ul8 of water featuree located on Lots 2. 5, and 6, Tlmber Springs,
recorded July 28, 2008 as Reception No. 200815928.
6. Agraemant, batwean Cordllera V ~ U e y Club lnveelo'1'8l.knlted Partnerahlp and
SUmmit lnvestmente, LLC. for CXJnatructlon and use of water t'eatunl loCated on Lot 1,
Timber Springs, reGOrded September 24, 2008 as Rea&ptlon No. 200820542.
. 7. All of the water, totaiJng IS6 acnHeet, underUnlted Statee Department of the
Interior Water service Contract No. S.07..&Q..W0903, dated November 30, 1092, for the
delivery of waterfmm Green Mountain Reaervofr.
8.
The plan for augmentation decreed In caee No. 91.CW-33.
Schedule 2.1(1)-47
200912621 8 of 14
202
! '
APPENDIX A
GROFF DrrcH AND ROOT DJTCtl WATER JUGHTS
the water right decreed to the Groff Dltoh-cottoi'I\\OOd Enlargement In Case, No.
91..CW4Son Decembers, 1992, and the water rfghbllnthe Groff Ditch and the Root Ditch
and the ltoot Dltch-Reynolda Enlargement changed by the c:lecreeenten!Kf on DecemberS,
19921n Case No. 91..CW-o34 are summarized for nnatlonal as ltows:
Groff Dltch.cotlonwood
Enlargement
U r Groff Dllch
GtoffDJtch
(Lower Groff Ditch
Groff Ditch
(Lower Groff Ditch)
Root Ditch
Root Ditch-Reynolds
Enlargement
1.0o.f.a.
6.1 c.f.s.
o.sc.f.s.
1.6c.f.s.
1.0 c.f.s.
Approjmatfon Ad,JUcfJoatlon
7/1311990
919/1889
4/S0/1885
6121/1901
112111m
12/St/1991
12117/1889
12/17/1889
61411917
12131/1982
a. The waterrighla, other than 1he GroffDltch-cottonwood eniaruement.
wwe hlJtorlc&lly uaed to lnfgate appiOldmltelY TJ acres of land located 1" Sectfens 31 and
32, Township 4 South, Range 82 West of the ff' Eagle County, Colorado,
b. .The headgate of the Groff Ditch 18 tocatad on east bank of Spring
Creek at a potnt In the SE l4 of Secllon 56, Township 4 Soutta. Range 83 West of tho ff'
P.M., whence the quarter aedlon corner between Sections 31 and 38, Township 4 South,
Range 83 West, b._ra NCI<f;w E.- 951,6 feet. . .
c. The headgate of the Groff Ditch-Cottonwood Enlargement Jalocated
on the eaat bank of Sp.rfng Cl'8ek In the NE % NE 14 of Secllon 38, Township 4 South,
Range 83 West of the 6"' P.M., Whence theE %cOmer of aaJd Section 36 bears S.S03o'E.
214f:tfaat.
d. The headgata of the Root Ditch Is located on the West bank of
BumiSC11CrealcataporntwhencelheSWcomerof8eotlon32, Townehlp4South,Range
82 West of the 8
11
P.M. beara 2600 feet.
200912621 80f 14
Schedule l.l(i)-48
202
Appendix A
Page2
Groft' Ditch and Root Ditch Water
e. The point of diversion of the Root Ditch-Reynold Enlargement 11
IICited on DeadhcneGUICh at1hepotntwhera the Roat Dld1 cmaaee Dll&dhorse Gulch In
the SW SW '-' of Seotlon 32. Township 4 South, Rapge 8.2 Waat ofthe e"' P.M., at a
point whence the sw cornar of sacaon 32 bears s. 29oa9'28 w. 1421.6 feet,
f. Underlhe cSeot1Mt In Cue No. 91..CW..o34, dated CecamberS. 1992:
(1) The Groff Dftch..Cotlonvv Enlargement potnt of dlver8lon
was added aa an alternate point of diVerllon tor the Groff Dltch.
. (2) The Groff Ditch, Root Dltch, Root Ditch-Reynolds
water rtgtds wn dac:reed for golf courae and landscape
storage and lnlgatlon purpo&el on 71 acne of rand Jacated !fJ!In Sections
31 and 32, Township 4 South, Range 82 West of the 8 more
partlcUiaJ\1 d88CI'Ibed In Exhibit A attached to the decree. .
(3) Applicant agreed not to exardle these rigiD In 8UOh a mariner
88 to call, or cause an admlnlltratlve Gall to be plllced upon the Bumllon
'Ditch (Prtortty No. 112) or the Bumlaon Dllr:h No.2 (Prlortly No. 111) as
decreed by the Eagle CountyO!etrlct Cotrt rn crvn Action No. 294 enteracfon
June 29, 1894.
( 4) Applicant further agAted to abandon the Groff Ditch Prlorftles
Not. 334 and 337 decreed by the Eagfe County District Court In Civil Actions
Nos. 869 and ntapectlvely.
cr. . By the decree entered by the Dlsldct Court. In and for Water DMaJon
No.5, StataofColorado, on May23, 1909.lnCase No;G8CW2*, 1hewaterrlghtdecned
to Groft dnch-Oottonwood l!nlalgementwaa contfnued a conditional.
h. Under the decree ef1h?red In case No. 05-CW-o95, dated AuQ\.8126,
2000, the folloWing watar rights were made ablolute: .
(1) o.e of the 1.0 c.f.a. decreed conditional to the Qv.ff DJtdt..
Ootlol'1\\'00d Enlargement for Irrigation use; and
. (2) o.us ofthe1.0 c.f.e. ortglnallydacreed oondltfonal to the GJOff
Enlargement and pl8catorlaJ USOi
Schedule l.l(i)-49
200912.621 10 of 14
202
Appenelbc A. Page3
Groff Qltoh "Bnd Root Dltch Water Rlghta
. h. Under the decrve entaed In C8ee No. 05-CW-85, the following water
rights were continued ae conditional:
(1) 0.2 c.f.s. of the 1.0 c.f.a. dect1ted condlllona1 to the Groff Ditch-
Cottonwood Enlargement for Irrigation Ul8i and
(2) 0.01 of the 1.0 c. originally decned conditional to the Groff
Enlargement for I'BCD&tlon and plscqtorlal usee;

The month for flUng the next appllcallon tor finding of reaeonable diligence Is August.
2012. .
20091.2621 11 o114
Schedule l.l(i}-50
202
APPENDIXB
CORDILLERA VAIJ.EY CLUB GOLF COURSE PONDS N08.1 THROUGH 5
CondlliOnalwateretoragertghfswaRJdecnledby1heorsb'tctCourtJnandforWatar
No, s, Colorado In CUe No. on December8,1D92, fortheOORIIIIIn
VBiley Club Goff Courae Ponds Nos. 1, 2, 3, 4, and 5, for Informational
purposee foUOW.:
200912&21 12of 14
A. Legal DescrtpUons andAmounts:
t:. Golf CourM Pond No. 1, decreecl8.0 acre feet, conditional, lsloc:atad In
the NWM dSeotlon 31, T. 4 S., R. 82 W. of the eta P.M., vmenoe
the SW c'omerof iaJd Section 81 b88fS s. 14 46' W. 1,600 feel
2. Golf Course Pond No. 2, decreed 2.0 acre feet, Oorldltlonal, II located In
the 8eCIIon 31, T, 4 s., R. 82 w. of the CHh P.M., whence
tha W14 corner crJ aid SeotJcn 31 bearss .. TT 45' w. 2.270 feet.
3. Golf eounre Pond No.3, decreed e.oacre reet, condlllonal,la loalt8d In
the NWH eEl' of Secllon 31, T. 4 S.,,R; UW. of the eth P.M.. whence
oomer ofelid Sactron 31 beere s. 29 SO' w. 2.080 feet.
4. GolfCourw Pond No.4. decreed 20.0 aorefeet, aondllonal, II located In
lhe SW14 Section 31, T. 4 8., R. 82 W. dthe eth P.M., v.Mnce
the S% corner of said Secllon 81 bear8 s. 157.
0
15' W. 1 ,520 teet.
5. Golf COtn8 Pend No. S. decfeed 4.0 acre feet, condltlonat,IIJocated In
the 8WS4 SWtA of Section 32. T. 4 S., R. 82 W. d the 8th P.M., wbenca
the sw comer of aalcl Section 32 baal'IS. <118 W. 1 ,3Q9 feet.
B. UMs: Irrigation, racreat1on and pJscatortal uaea.
. c. Date of Initiation of epp.opriatlon: July 1 s, 1990.
D. The sources of the Golf COUI'Ie Pond Nos. 1 through 6, Inclusive, are:
Spring Creek via the GroffOitch-ColtDnwaod Entargemant(1 cfa); Buml8on
creek via the Ditch (U' cfs) decr.aed fn .Eagle County DJati1ct Court,
ClvR Actlon NO. 887i Deadhorie Gulch via 1he Root Ditch Reynolds
Enlargement(1 cfs)dacraecUn Case No-. 82CWS41it1nd the Eagle Rlvervla
the Cottonwood Pump and Pipeline (2
Schedule l.l(i)-51
202
B
eve Golf Course Ponds Nos. 1 thmugh 5
$00.\.1488TJ'7.1
200912621 13of14
e. Each of 'the aard 1'888NOII8 shall be oonatruotecl by means of embankment of
Ieee than ten feet In height.
F. By the deena entered by1he Dl8trict Court. In and for WaterDIWdon No. 6,
state of Cobrado, on 1999, In case No. 98CW249, the water r1gHB
decreed to Golf. Course Pond Nos. 1 throUgh 5, lnctualve, wn continUed as
conditional.
G. Portions of the) abcM4escrlbed water rlghtl weAJ ablolute. and the
remainder continued aa condltlanal, by the deena erda'ed by.1he Dlstrlnt
Court. In and for water DMalon No. 1, Colorado, on August 24, 2008, In
Cuo No.os-cw-oes, 88
1. GolfCoui'HPOnd No.1 ha1 been construoted and subeequenlyueed for
lfDrago Df water and aubeequemtJY used for lrrlgatlon, recrea11on, and
pJsoatorlil uaea at the COrdiDera valley Club golf COUf84l
{a) Description of portion of conditional water rtght hereby made
absolute:
0) Date waterrtgl'\18 applied to beneno181 uae: June
1,1993.
Amount made abaolute; 6.0 acre-feet
U.aea: end piscatorial ueea.
Tha month forfUintl the next application for a ftndlng of 1'8810nable dlgence
II August 2012. .
Schedule 2.1(i)-S2
202
. APP&NDIXC
SURFACE WATER RIGHT DECREED TO COTTONWOOD PUMP AND PIPELINE
A conditional surface water rlghtwaadec!aad 10the Cottonwood Pump and Pipeline
In Case No. 91-CW..OSS, on DecemberS, 19921saurnmarlzedforlnfonnetlonal purpoaee
88 followa: .
a, Legaldeacrlptlorn Thehaad;atolalo98tedatapc*ttonthenoithbankaf
the Eagle River In the SW" $WK.dSacllan 31, T. 4 S., R. e2 W. ot the 6th P.M. Whenoe the
sw comer or aald Sectlan 31 bearl s. 5 w. 600 feat.
b. Date of Initiation. of approp$dlon: JUly 13, 1990.
c. Amount decreed: 2.0 era, oonclltiOnal.
d. User. lrrfgallon. I'8CI..aon and plsc:atDrial una.
e. Saun:e: Eagle Rlvar.
f. By the decrw entered by the Dlatrtot Court; In and for Water Dlvlslon
No.5, SiateofOolorado, on May2S, 't999;1n cua No. 88CW249, thewatarrtghtdecreed
to Cottonwood PUmp and u conditional.
Bythe decr8a entered by the DlnictCOUrt, In and fOr Water DIVIsion
No. 5, State of Colorado, on August 24, 2008, In case No. OSCWOfS, the water right
decreed to Cottonwood Pump and Pipeline was coritlnuad as oondltbnal for all originally
decreed purposes, and the month. for fling the next application for finding of reasonable
diiJgence August, 2012.
. '
200912821 14 of 14
Schedule l.l(i)-53
202
4827-3608-7569.12
SCHEDULE 4.0
Permitted Title Exceptions
[See attached]
Schedule 4.0-1
Draft: 10/24/12
202
. COMMITMENT FOR TITLE INSURANCE
SCHEDULE B- Section 2
EXCEPTIONS
.Order Number: 958951
The poUcy or policies to be issued wDI contain exceptions to the foDowing unless the same are
disposed of to the satisfaction of the Company:
1. Rights or claims of parties in possession, not shown by the public records.
2. Easements, or claims of easements, not shown b y ~ public records.
3. Any encroachment, encumbrance, violation, variation, or adverse drcumstan.ce affecting the
tide that would be disclosed by an accurate and eomplete land survey of the Land and not
shown by tbe pubUc records.
4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter furnished,
imposed by law and not.shown. by the pobUc records.
5. Defects, Iieus, encumbrances, adverse claims or other matters, if any, created, ftrst appearing
in the pubUc records or attaching subsequent to the effective date hereof, but prior to the
date the proposed insured acciulres of record for value the estate or interest or mortgage
thereon covered by this commitment.
6. Unpatented mbdng claims, reserVations or exceptions in patents, or in acts authorizing the
issuance thereof.
1. Water rights, claims or title to water.
8. Any and all unpaid taxes and assessments ~ d unredeemed tax sales.
9. The effect of inclusions in any general or specific water conservancy, f:ire protection, soil
conservation or other district or homeowners association or inclusion in any water service or street
improvement area.
NOTE: THE ABOVE EXCEPTIONS APPLY TO ALL PARCELS. THE FOLLOWING
EXCEPTIONS APPLY TO PARCEL 1 UNTIL OTHERWISE NOTED:.
10. Reservations and exceptions m Patents, or Acts authorizing the issuance thereof, including the
reservation of the right of proprietor of a vein or lode to extract and remove his ore therefrom
should the same be found to pelletrate or intersect the premises as reserved in United States Patent
recorded August 4 ~ 1910 in Book 48 as Page 553 and in United States Patent recorded January 9,
1990 in Book 520 at Page 821.
a.. Number: 958951 .
ALTA Commiimoat (6117106)-Schedule B 2
Pap I of20
Schedule 4.0-2
202
11. Reservations or exceptions in Patents, or in Acts authorizing the issuance thereof, including the
reservation of a right of way for ditches or canals constrocted by the authority of the States,
as reserved in United States Patent recorded August 4, 1910 in Book 48 at Page 553 and in United
States Patent recorded September 15, 1918 in Book 93 at Page 19 and in United States Patent
recorded 15, 1918 in Book 93 at Page 20 and in Unlted States Patent recorded January
9, 1990 in Book 520 at Pages 820 and 822. .
12. Underground Right-of Way a granted tp Holy Cross Electric Association, Inc. recorded
NovemberS, 1992 in Book 593 at Page 559 as Reception No. 489655.
13. All matters as shoWn on the Plat of Cordillera Sub$iivision Filing No. 5 recorded May 12, 1992 in
Book 579 at Page 845 as Reception No. 475955.
14. All matters as shown on the Plat of Cordillera Subdivision Filing No. 6 recorded November 3,
1992 in Book 593 at Page 159 as Reception No. 489255.
15. County of Eagle Resolution, Approving an Amendment to the Cordillera Planned Unit
Development recorded October 24, 2003 as Reception No. 854897.
16. All matters as shown on the Plat of Cordillera Subdivision Filing No. 7 recorded Apri127, 1993 in
17. All matterS as shown on the Plat of Cordillera Filing No. 14 recorded October 18, 1994 in Book
652 at Page 841 as Reception No. 548878.
18. Easement Agreement recorded April28, 1994 in Book 638 at Page 879 as Recq>tion No. 534930.
19. Underground Right-of-Way Easement to Holy Cross Blectric Assod,ation, Inc. recorded
September 12, 1995 in Book 675 at Page 791 as Reception No. 571805.
20. Agreement between Stag Oulch Partners and Holy Cross Electric Association recorded December
1, 1995 in Book 682 at Page 373 as Reception No. 578380.
21. Undergr.'Ol1d Right-of-Way e&$ement recorde4 August 16, 1996 in Book 703 at Page 185 as
Reception No. 599171.
22. Trench, Cqnduit and Vault Agreement recorded September 4, 1996 in Book 704 at Page 411 as
23. Memorandum of Basement fCC:Drded December 18, 2003 as Reception No. 862395.
24. Any rights, easements, interest or claims which may exist by reason of or reflected by the
following facts shown on the Map of Cordillera Subdivision, Ranch Golf Course & The Trailhead,
dated Apri12, 2007 by Johnson, Kunkel & Associates, Inc.:
Encroachment of building, walkway and golf cart path onto utility easement
Order Number. 9S89Sl
ALTA Commitment (6(17106)- Schcclule B 2
Pago2of20
Schedule 4.0-3
202
NOTE: THE FQLLOWING EXCEPTIONS APPLY TO PARCEL 2 UNTIL OTHERWISE
NOTED:
25. Reservations and exceptions in Patents, or Acts authorizing the issuance thereof, including the
reservation of the right of proprietor of a vein or lode to extrac.t and mnove his ore therefrom
. should the same be found to penetrate or intersect the premises as reserved in United States Patent
recorded August 4, 1910 in Book 48 t Page 553.
26. Reservations or exceptions in Patents, or in' Acts autPorlzing the issuance thereof, including the
reservation of a right of way far ditches or canals constructed by the authority of the United States,
as reserved in United States P a t e n ~ recorded: April15, 1920 in B.ook 93 at Page 309; September
5, 1918 in Book 93 at Page 20; November 14, 1910 in Book 48 at Page 553; May 19, 1926 in
Book 93 at Page 144; September 15, 1918 in Book 93 at Page 19; January 9, 1990 in Book 520 at
Pages 820, 821 and 822 as Reception Nos. 416989,416990 and 416991, respectively.
27. Right of Way Deed granted to D. C. Thomas, recorded September 28, 1937 in Book 116 at Page
481 as Reception No. 61660.
28. Right of Way Easement granted to Eagle Telecommunications IncJColorado, recorded July 8,
1985 in Book 419 at.Page 325 as Reception no. 315595.
29. Agi'eement between Rocky Mountain Gas Company, Inc., and Eagle Telecommunications
Inc./Colorado, recorded July 10, 1985 in Book 419 at Page 589 as RecePtion No. 315859.
30. Agreement between Rocky Mountain N a ~ Gas Company, Inc., and Eagle Telecommunications
IncJColorado, recorded July 10, 1985 in Book 419 at Page 643 as Reception No. 315913.
31. Utility Easements as set forth in Section 11 of the Exchange Agreement and Basement Agreement
recorded August 9, 1990inBook535 at Page 541 as Reception No. 431695.
32. Order of Inclusion reprdirlg the Upper ~ e Valley Consolidated Sanitation District, recorded
June 29, 1992 in Book 583 at Page 536 as Reception No. 479642.
33. Amendment to Easement Agreement between Stag Gulch Partners and Nancy Petty and Wendell
M. Petty, recorded November 10, 1992 in Book 594 at Page 44 as Reception No. 490139.
34. Trench, Conduit and Vault Agreement between Stag Gulch Partnership, a Colqrado General
Partnership, apd Holy Cross Electric Association, Inc., recorded November 25, 1992 in Book 595
at Page 381 as Reception No. 491475.
35. All matters shown on the Plat ofCoidill.era Subdivision Filing No.5, recorded May 12, 1992 in
Book 579 at Page 845 as Reception No. 475955 and on the Plat of Cordillera Subdivision Filing
No. 8, recorded June 24, 1993 in Book 612 at Page 300 as Reception No. 508384.
Order Number. 958951
ALTA Commilmelll (6/17106)- Scbed1llc B 2
Pap3 of20
Schedule 4.0-4
202
36. Order and Decree Cteating District regarding Cordillera Metropolitan District, recorded November
37. Order of blclusion of Lands regarding the Western Eagle County Metropolitan Recreation District,
recorded December 28, 1992 in Book 597 at Page 595 as Reception No. 493687, and Amended
Order for Inclusion of Lands regarding the Western Eagle County Metropolitan Recreation
District, recorded January 3, 1994 in Book 629 at Page 173 as Reception No. 525233.
38. All matters shown on the Final Plat Saddleback Ridge Cordillera Subdivision Filing No. 12,
recorded March 29, 1994 in Book 636 at Page 121 as Reception No. 532174.
39. Easement Agreement recorded Apri128, 1994 in Book 638 at Page 879 as Reception No. 534930.
40. All matters shown on the Correction Plat of Bearcat at the Ranch at Cordillera, fomlcrly known as
Saddleback Ridge Cordillera Subdivision, Filing No. 12, recorded August 30, 1994 in Book 648 at
Page 856 as Reception No. 544897.
41. Trench, Conduit and Vault Agreement recorded January 30, 1996 in Book687 at Page 11 as
42. Holy Cross Electric Association, Inc. Underground Right of Way Basement recorded January 30,
44. Memorandum of Easement recorded December 18, 2003 as Reception No. 862395.
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCEL 3 UNTIL OTHERWISE
NOTED:
45. Reservations and exceptions in Patents, or Acts authorizing the issuance thereof, including the.
reservatioa of the right of proprietor of a vein or lode to extract and remove his ore therefrom
should tho san)e be. f o u n ~ to penetrate or intersect the premj.ses as reserved in United States Patent
recorded August 4, 1910 in Book 48 at Page 553, and ill the United States Patent recorded January
9, 1990 in Book 52.0 at Page 821.
46. ReservatiQns or exceptions in Patents, or in Acts authorizing the issuance thereof, including the
reservatio of a right of way for ditches or canals constructed by the authority of the United States,
as reservecl in United States Patents recorded: Book 93 at Page 20 and in Book 93 at Page 19, and
in United States Patent recorded January 9, 1990 in Book 520 at Page 820 and 822.
47. All mattem shown on the plat of Cordillera Subdivision, Filing No. 7, recorded Apri127, 1993 in
Book 607 at Page 438 as Reception No. 503520, and the plat of Cordillera Filing No. 28 recorded
June 9, 1997 in Book 728 at Page 915 as Reception No. 624877.
. .
Onlcr Number: 958951
ALTA Commilmel:lt (1117106)- Sobeclulo B 2
Pago4of20 .
Schedule 4.0-5
202
48. Easement grlnted to Squaw Creek Metropolitan District, as contained in the instrument recorded
April26, 1995 in Book at Page 46 as Reception No.
49. Easement Agreement recorded April28, 1994 in Book 638 at Page 879 8$ Reception No. 534930.
50. Underground right of way easement sranted to Holy Cross Electric Association, Inc. recorded
February 10, 1995 in Book 661 at Page 244 as Reception No. 557272.
S 1. Trench, Conduit and Vault Agreement with Holy Cross mectric Association recorded February 10,
52. Underground Right of Way Basemeilt recorded September 5, 1997 in Book 736 at Page 237 as
53. Resolution No. 97-77 reconled June 23, 1997 in Book 730 at Page 199.
. .
54. Trench Conduit and Vault Agreement recorded September 5, 1997 in Book 736 at Page 238 as
55. Underground Right of Way Easement recorded February 6, 1996 in Book 687 at Page 451 as
Reception 583453.
56. Basement Deed recorded November 10, 1994 in Book 654 at Page 784 as Reception No. 550819.
58. Memorandum of Basement recorded December 18, 2003 as Reception No. 862395.
59. Any rights, easements, interest or claims which may exist by reason of or reflected by the
following facts shown on the Map of Cordillera Subdivision,. Ranch Golf Course & The Trailhead,
dated April 2, 2007 by Johnson, Kunkel & Associates, Inc.:
Encroachment of golf cart path onto utility easement.
NOTE: THE FOLLOWING APPLY TO PARCEL 4UNTIL OTHERWISE
NOTED:
60. Reservations and exceptiOns in Patents, or ACts authorizing the issuance thereof, including the
reservation of the right of proprietor of a vein or lode to extract and remove his ore therefrom.
should the same found to penetrate or intersect the premises as reserved in UDited States Patent
recorded August 4, 1910 in Book 48 at Page 553.
61. Reservations exceptions in Patents, or in Acts authorizing the issuance thereof, including the
reservation of a right of way for ditches or canals by the authority of the United States,
Order NIIDiber: 9S89Sl
ALTA CommJ1meDt (6117106)- Schedule B 2
PlpSof20
Schedule 4.0-6
202
'\
as reserved in United States Patents recorded: April IS, 1920 in Book 93 at Page 309; September
S, 1918. in Book 93 at Page 20; November 14, 1910 in Book 48 at Page SS3; May 19, l926 in
Book 93 at Page 144; September IS, 1918 in Book 93 at Page 19; January 9, 1990 in Book 520 at
Pages 820,. 821 and 822 as Reception Nos. 416989, 416990 and 416991, respectively.
62. Easement ganted to Eagle Inc. July 8, 1985 in Book 419 at Page
325.
Order of Inclusion regarding the Upper Eagle Valley Consolidated Sanitation District. recorded
June 29, 1992 in Book S83 at Pe:ge 536 as Reception No. 479642.
64. Trench, Conduit and Vanlt Agreement between Stag Gulch Partnership, a Colorado General
Partnership, and Holy Cross Electric Association, Inc., recorded November 25, 1992 in Book S95
at Page 381 as Reception No. 491475.
6S. All matters shown on the Plat of Cordillera Subdivision Filing No. 8, recorded June 24, 1993 in
66. Order and Pecree Creating District regarding Cordillera Metropolitan District, recorded November
5., 1993 in Book 624 at Page 74 as Reception No.
67. Order of Inclusion of Lands regarding the Western Eagle county Metropolitan Recreation District,
recorded DecembeJ: 28, 1992 in Book 597 at Page 595 as Reception No. 493687, and Amended
Order for Inclusion of Lands regarding the Eagle County Metropolitan Recreation
Distiict, recorded January 3, 1994 in Book 629 at Page 173 as Reception No. 525233.
68. Easement Agreement recorded April28, 1994 in Book 638 at Page 879 as Reception No. 534930.
69. Trench, Cduit and Vault Agreement with Holy Cross Electric Association recorded January 30,
70. Underground right of way easement to Holy Cross Electric Association recorded January 30, 1996
in Book 687 at Page 12 as Reception No. 583014.
71. County of Bagl.e Resolution, Approving an Amendment to the Cordillera Planned Unit
72. Supplemental Declaration of Utility Easement Upon and Across TractS recorded October 16,
2000' as Raception No. 741755.
NOTE: THE FOLLOWING EXCEPI'IONS APPLY TO PARCEL 5 UNTIL OTHERWISE
NOTED:
73. Reservations or exceptions in Patents. or in Acts authorizing the issuance thereof, including the
reservation of a right of way for ditches or canals constructed by the authority of the United States,
Order Number: 958951
ALTA Colllmitmoac Schodulo B 2
Pap6of20
Schedule
202
as reserved in United States Patent rOOorded Apri115, 1920 in Book 93 at Page 309 apd Patent
recorded January 9, 1990 in Book 520 at Page 820 and Page 822.
74. Utility Easemeut recorded July 8, 1985 in Book 419 at Page 325.
15. Utility Easements as set forth in Section 11 of the Exchange Agreement and ,Agreement
recorded August 9, 1990 in Book 535 at Page 541 as Reception No. 431695.
76. Basement Agrcenient recorded Apri128, 1994 in Book 638 at Page 879 as Reception No. 534930.
77. Basement granted to Holy Cross Electric Association Inc. as contained in the instrument recorded
November 14, 1995 in Book 680 at Page 922 as Reception No. 576931.
78. Trench, Conduit and Vault Agreement with Holy Cross Electric Association, Jnc. recorded
November 17, 1995 in Book 681 at Page 168 as Reception No. 577176.
19. All matters shown on the plat of Cordillera SubdiVision F'tling No. 10, recon:led January 18, 1994
in Book 630 at Page 263 as Reception No. 526322 and plat of Cordillera Subdivision, Filing No.
10, Lot 7 and Tract T recorded April25, 2000 as Reception No. 728153 and plat of Cordillera
Subdivision, Filirig No. 10, Tract T, a Resubdivision of Tract T recorded December 17, 2004 as
Vacation, Abandontnent-and Release Agreement for Trails and Utility Easement Upon, Under and
Across Tract T, Ftling No. 10, Subdivision recorded February 4, 2000 as Reception No.
721976. . .
80. County of Eagle Resolution, Approvipg.an Amendment to the Cordillera Planned Unit
Development recorded October.l1, 2004. as Reception No. 854897.
81. Underground Right-of-Way Basement recorded January 9, 1996 in Book 685 at Page 604 as
82. Trench. Conduit, and Vault Agreement recorded January 9, 1996 in Book 685 at Page 605 as
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCELS 6, 7, 8 AND 9 UNTIL
OTHERWISE NOTED:
83. Reservations or exceptions in Patents, or in Acts authorizing the thercof,.including the
as reserved in United States Patent recorded Apri118, 1985 in Book 411 at Page 641.
84. A reservation unto the State of Colorado of all rights to any and all minerala, ores and metals of
every kind and character and all coal, asphaltum, oil and other like substances in or under said land
and the right of ingress and egress for the purpose of mining, together with enough of the surface
Ordu Number: 958951
ALTA COIIIIIIitm1111t (6/17/06)- Sohedule B 2
Paae7oC20
Schedule 4.0-8
202
of same as be necessary for the proper and convenienl working of such minerals and
as contained in the Patent recorded March 4, 1929 in Book 106 at Page 518, and as
referred to in the deed recorded in Book 114 at Page 111.
85. All oil, gas potassium and sodium deposits in the land patented and other reservations contained
therein reserved by the United States in the Patent recorded Aprll18, 1985 in Book 411 at page
641.
86. Reservations or exceptions in Patents, or in Acts authorizing the issuance thereof, including the
of a right of way for ditches or canals constructed by the authority of the United States,
as re8erved in United States Patent recorded in Book 93 at Page 271.
87. All the coal and other minerals together with the right to prospect for, mine and remove the same
pursuant to the provisions and limitations of the Act of December 29, 1919 as reserved by the
United States in the Patent recorded in Book 93 at page 271.
88. A reservation of an undivided 1/2 interest in and to the oil and mineral rights as reserved in Deed
recorded December 18, 1956 in Book 148 at Page 503.
89. Resolution No. 98-1'25, Approval of Zone District Amendment CQrdillera MoQDta:in. Tract
recorded October 92, 1998 as Reception No. 674251.
90. Resolution No. 98-126 Approval of the Preliminary Plan for the Cordillc.ra Mountain Tract
Addition to the Cordillera Planned Unit Development recorded October 29, 1998 as Reception No.
674252. .
91. Order and Decree creating the Cordillera Mountain Metropolitan District, recorded June 4, 1998 as
92. Mitigation and Enhancement Plan recorded May 28, 1999 as Reception No. 697723 and
ameiulment recorded AugustS, 1999 as Reception No. 704765 and amendment recorded Aprill4,
93. Underground right of way easement to Holy Cross Energy recorded September 20, 1999 as
94. All matters as shown on the plat of Cordillera Subdivision Filing No. 36 recorded January 31,
95. Trench, Conduit anc:J Vault Agreements with Holy Cross Energy recorded September 20, 1.999 as
Reception }io. 709222 and recorded February 11, 2000 as Reception No. 722538 and rerecorded
February 2$, 2000 as Reception No. 723456 and recorded March 22, 2000 as Reception No.
725249 and recorded June 22, 2001 as Recei>tion No. 760315.
96. Right of way easement to Holy Ctoss Electric recorded March 22, 2000 as Reception No. 725250.
Order Number: 9S89Sl
ALTA Commilmclll (M7J06)- Scbeclule B 2
Page8of20
Schedule 4.0-9
202
97. Resolution No. 2000-44 recorded March 24, 2000 as Reception No. 125509.
98. Resolution No. 2000-050 recorded April13, 2000 as Reception No. 727159.
99. Road Improvement Variance recorded May 8, 2000 as Reception No. 729309.
1 OO.All matters as shown on the plat of Cordillera Subdivision Filing No. 37 recorded February 8,
2000 as Reception No. 722159 and plat of Cordillera Subdivision Filing No. 37, a Resubdivision
of Lots 1 & 2 and Tracts A, M, N & P recorded May 23, 2000 as Reception No. 730389.
101. Underground right of way easeinent to Holy Cross Bnergy recorded June 13, 2001 as Reception
No. 759432.
1 02.0rder of Inclusion into the Western Eagle County Metropolitan Recreation District recorded
March 4, 2004 as Reception No. 869897 ..
1.03.All matters as shown on the plat of Cordillera Subdivision Filing No. 41 recorded June 19, 2000 as
104.County of Eagle Resolution, Approving an Amendment to the Cordillera Planned Unit
Development recorded October 11,2004 as Reception No. 854897.
105.Memorandum of Easement recorded December 18, 2003 as Reception No. 862395.
NOTE: THE FOLLOWING EXCEPTION APPLIES TO PARCELS Wl AND W-2 OF
PARCEL6:
1 06.Supplemental Declaration of and OWner Consent to Creation of Utility Easement recorded August
30, 2001 as Reception No. 766308.
NOTE: THE FOLLOWING EXCEPTION APPLIES TO PARCEL W - ~ OF PARCEL 6:
107 .Supplemental Declaration of and Own Consent to Creation of Utility Easement recorded August
30, 2001 as Reception No. 766307.
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCEL W4 OF PARCEL 6
UNTU.. OTHERWISE NOTED: .
lOS. Holy Cross Energy Underground Right-of-Way recorded September 20, 2006 as Reception No.
200625652.
109.Trcnch, Conduit, and Vault Agreement recorded September 20, 2006 as Reception No.
200625653.
Order Namber: 9589Sl
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Schedule 4.0-10
202
NOTE: TBE FOLLOWING EXCEPTIONS APPLY TO PARCEL 7 UNTIL OTHERWISE
NOTED: .
. llO.All shown on the Plat of Cordillera Subdivision, Filing No. 36, Block 1, Lot 26
recorded December 5, 2001 as Reception No. 778130.
111.0rder of Iaclusion into the Western Eagle County Metropolitan Recreation recorded April
29, 2005 as Reception No. 914005.
NOTE: THE FOLLOWING EXCEPriONS APPLY TO PARCEL 9 UNTIL OTHERWISE
NOTED: .
Declaration of and Owner Consent to Creation of Utility Basement recorded August
30, 2001 as No. 766310.
113.Driveway Basement Agreeoient between Cordillera Summit Golf, Inc., a Colorado Corporation
and Julia P. Marks Trust, by Dick Marks, trustee recorded June 4, 2004 as Reception No. 879412.
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCELS 10 AND 11 UNTIL .
OTHERWISE NOTED:
114.ReservatiQDs or exceptiQD.!S contained in U.S. Patents, or in Acts authorizing the issuance thereof,
recordedApril18,1985 in Book411 at Page641, reserving 1) Rights of the proprietor of a vein or
lode to exbct and remove his ore therefrom and 2) rights of way for ditches and canals
. constructed under the authority of the United States.
115.Al1 the minerals reserved as contained in the United States Patents recorded Apri118, 1985 in
Book 411 at Page 641 and August 3, 1934 in Book 93 at Page 271.
116.Reservations or exceptions in Patents, Qr in Acts authorizing the issuance thereof, including the
reservatiom, of a right of way for ditches or canals constructed by the authority of the United States,
as reserve4 in United States Patent recorded August 3, 1934 in Book 93 at Page 271.
117 .All rights to any and all minerals, ores and metals of every kind and character and all coal,
asphaltum,. oil and other like substances in or under said land the right of ingress and egress for the
purpose of mining. together with enough of the sw:face of same as may be necessary for the proper
and convenient working of such minerals and substances as reserved to the State of Colorado in
Patent recorded March 6, 1929 hi Book 106 at Page 518 and as set forth in Deed recorded January
8, 1930 in 1Book 114 at Page 111.
118.An undivided 112 interest in and to the oil and mineral rights as reserved in deed recorded
December 18. 1956 in Book 148 at Page 503.
119.Mitigation and Enhancement Plan recorded May 28, 1999 as Reception No. 697723 and
Amendment recorded August 5, 199 as Reception No. 704765 and Amendment recorded April14,
Older Number: 9S89Sl
ALTA CommiCIDIIDt (fll7106)- Scheclule B 2
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Schedule 4.0-11
202
120. Underground right of way easement granted to Holy Cross Energy recorded SePtember 20, 1999 as
121. Trench, Conduit and Vault Agreement with Holy Cross Energy recorded September 20, 1999 as
122. Trench, Conduit and Vault Agreement recorded February 11, 2000 as Reception No. 722538 and
rerecorded February 25, 2000 as Reception No. 723456.
123.County of Eagle Resolution No. 2000-44 recori:fed March 24, 2000 as Reception No. 725509.
124.County of Eagle Resolution No: 2000-050 recorded Aprl113, 2000 as Reception No. 727159.
125. County of Eagle Resolution No. 2000-063 recorded May 8, 2000 as Reception No. 729309.
126.All matters as shown on plat of Cordillera Subdivision, Filing No. 37 recorded February 8, 2000 as
127. Order in the Matter of Eagle River Water & Sanitation District recorded April2, 2001 as
Reception No. 753280 and Amended Order recorded tO, 2001 as Reception No. 769498.
128. Order of Inclusion recorded March 4, 2004 as No. 869897.
129.Resolution No. 98-125 recorded October 29, 1998 as Reception No. 674251.
130.Resolution No. 98-126 recorded October 29, 1998 as Reception No. 674252.
131.County of Eagle Resolution, Approving an Amendment to the Cordillera Planned Unit
NOTE: THE FOLLOWING EXCEPTION APPLIES TO PARCEL 11:
133.All matters as shown on the Plat of Cordillera Subdivision, Filing No. 44 recorded 1anuary 13,
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCEL 12 UNTIL
OTHERWISE NOTED:
134.Reservations and exceptions in Patents, or Acts authorizing the issuance thereof, including the
reservation of the right of proprietor of a vein or lode to extract and remove his ore therefrom
should the same be found to penetrate o,r intersect the premises as reserved in United States Patent
recorded August 4, 1910 in Book 48 at Page 553.
Order Nulllber: 95895 I
ALTA Commicm.t (6f17106)- Schedlllc B 2
Pap 11 of20
Schedule 4.0-12
202
. .
135.Reservations or exceptions in Patents, or in Acts authorizing the issuance thereof, including the
reservatioa of a right of way for ditches or canals constructed by the authority of the United States,
as reserve41 in United States Patents recorded: April15, 1920 in Book 93 at Page 309; sq)tember
5, 1918 in Book 93 at Page 20; November 14, 1910 in Book 48 at Page 553; May 19, 1926 in
Book 93 at Page 144; September 15, in Book 93 at Page 19. .
136.Easement Agreement recorded Febmary 24, 1995 in Book 662 at Page 98 as Reception No.
558125.
137 .Access Easement Agreement, recorded April9, 1997 in Book 723 at Page 490 as Reception No.
619458.
138.Access Agreement by and between Stag Gulch P.artners and Reserve Holding,lLC
recorded November 18, 1997 in Book 743 at Page 885 as Reception No. 639832.
139.Resolution/Construction Permit Water-Sewage System, recorded June 23, 1997 in Book 730 at .
Page 199 as Reception No. 626159.
140.All matters shown on the plat of Cordillera Subdivision Filing No. 27 recorded June 9, 1997 in
Book 728 at Page 914 as Reception No. 624876 and the Correction Plat of Cordillera Subdivision
F'iling No. 27 recorded May 26, 1998 as Reception No. 657679.
141. Trench, Conduit and Vault Agreement with Holy cfoss Electric Association, recorded August 6,
142.Holy Cross Electric Association Inc., alkla Holy Cross Energy Underground Right-of-Way
Easement recorded August 6, 1998 as Reception No. 665216 and.recorded March 2, 1999 as
Reception.No. 688409.
143. Trench, Conduit and Vault Agreement with Holy Ctoss Electric Association Inc. recorded August
4, 2000 as. Reception No. 736080.
144.0rder inclqding subject property into the Eagle River Water & Sanitation District recorded
September 9, 2002 as Reception No. 806495.
145.County of :Eagle Resolution, Approving an Amendment to the Cordillera Planned Unit
146.Easem.ent Agreement Relating to Penny Cabins reeorded August 30, 2007 as Reception No.
200723202. .
147.Rights of Slifer, Smith & Frampton in possession, as tenants only, under an oral lease agreement
with no riahts of first refusal or options to purchase the real property.
Older Nulllba: 958951
ALTA Commilmellt (6117106).;,. Schod1llo B 2
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Schedule 4.0-13
202
OTHERWISE NOTED: .
148.Right of Way as granted to Eagle County for the use as a road in Deed recorded October 27, 1931
in Book 116 at Page 103.
149 .Right of Way as granted to the Colorado State Highway Department in instrument
December 16, 1948 in Book 135 at Page 27.
1SO.Right of Way as granted to Colorado--Ute Electric Association, Inc. in instrument recorded
December 3, 1965 in Book 185 at Page 157 and as recorded in Lieu thereof September 12, 1966 in
Book 200 at Page 107.
IS l.Right of Way Basement as granted to the Department of Highways, State of Colorado in .
instrument recorded March 13, 1968 in Book 212 at Page 336.
1S2.Right of Way as granted to the Departmentof.Highways, State ofCo1orado for use as public
access roads over and across subject property as granted in instnunent recorded April 8, 1968 in .
Book 212 at Page 6S7.
1S3.Road Agreement recorded June 12, 1984 in Book 387 at Pagc386 as Reception No. 283688.
1S4.Right of Way as granted to Eagle County Board of County Commissioners in instrument i'ecorded
March 27, 1985 in Book 409 at Page 853 as Recqnion No. 306133.
lSS.Right of Way as granted to Rocky Mountain Natural Gas Company in instrument recorded July 11,
1983 in Book 363 at Page 343 as Reception No . 259669.
1S6.All IIUltters on Edwards Extension Survey recorded AprilS, 1983 in Book 357 at Page
58 as Reception.No. 253390 and recorded AprilS, 1983 in Book 357 at Page 59 as RecePtion No.
253391 and Agreement recorded July 10, 1985 in Book 419 at Page 589 as Reception No. 315859
and recorded July 11,1985 in Book419 atPage643 as Reception No. 315913.
. .
157 .Any qu,cstions, dispute or adverse claims as to any loss or gain of land as a IeSult of any change in
the river bed location by other than natural causes, or alternation through accretion, reliction,
erosion or avulsion of the center thrCad, bank channel or flow of waters in the Eagle River, Squaw
Creek and their tributaries lying within subject land and any questions as to the location of such
center thread, bed, bank, or channel as a legal description monument or marker for pmposes of
describing or locating subject lands.
(a) All right, title or claim or mtY character by the United States, state, local government or by the
public generally in and to any portion of the land lying within the current or former bed, or below
the ordinary high water mark, or between the cut banks of a stream navigable in fact or in law.
(b) Right of riparian water rights owners to the use and flow of the water.
(c) The consequence of any past or fut.ure change in the location of the bed.
This commitment and/Or policy does not insme title to land comprising the shores or bottoms of
Ozder Number: 9S89SJ
ALTA CommitmeDt (6.'17106)- Sebeclule B 2
Pap J3of20
Schedule
202
rivers and,is subject to any build up or loss of property along the Eagle River, Squaw Creek and
their caused by the processes of accretion and reliction, or caused by man made
changes in the flow of water or in the course of the river bank or river channel; also subject to the
free and unobstructed flow of the water of said river, and recre2Uional or other use thereof.
158.Right of Way No, 2794 Book 27 recorded September 17, 1991 in Book 562 at Page 418 as
Reception No. 458545. .
159.Right of Way No. 2876, Book 28 recorded October 9, 1992 in Book591 at Page as Reception
No.487207.
160.Right of Way No. 2423, Book 24 recorded June 30, 1993 in Book 612 at Page 681 as Reception
No. 508758.
161.Right of Way No. 2947, Book 29 recorded November 1, 1994 in Book 653 at Page 955 as
162.Right of W,ay No. 2996, Book 29 recorded Apri126, 1996 in Book 693 at Page 245 as Reception
No. 589241.
163.Easement Peed and recorded November 4, 1996 in Book 710 at Page 499 as Reception
No. 606478.
164.Right of Way No. 2992, Book 29 recorded December 13, 1996 in Book 713 at Page 826 as
165.Reservations in Patent recorded December 19, 1997 in Book 746 at Page 935 as Reception No.
642879, aa follows: Reserving to the State of Colorado, title to any water and water rights, treasure
trove and ricles of antiquity, minerals, ore and metals of any kind and character, and all coal,
oil, gas or other like substance in or under said land and geothermal resources, and
rights of iu.gress and egress for the pwpose of exploring for and removing the same together with
enough of the surface as may be necessary for the proper and convenient working of such
substances and resources. Subject to any and all covenants, restrictions, casements or' rights-of-way
whether or not of record.
166.Easement Peed granted to Eagle River Water & Sanitation District recorded June 11,. 1998 as
167.Access Agreement between W'tbnor Development, U...C and John Donovan and Diana
Donovan JICCOrded December 19, 2003 as Reception NC?. 862602.
NOTE: TBE FOLLOWING EXCEPTION APPLIES TO PARCELS 6, 7 AND 9:
168. Order of Bxclusion and Inclusion recorded Apri124, 2007 as Reception No. 200710488.
Ontor Numbcrt: 95895l
ALTA Commitmea.t <'!17106) B 2
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Schedule 4.0-15
202

OTHERWISE NOTED: .
169 or exceptions in Patents, or in Acts authQrizing the issuance thereof, includin.g the
reservation of a right of way for ditches or canals constructed by the authority of. the United States,
as reserved in United States Patent recorded December 15, 1916 in Book 48 at Page 607.
170.Restrictive clause, within the Deed from Robert W. Radcliffe to D. Charles Merriwether, recorded
May 10, 1989 in Book 505. at Page 932 as Reception No. 402116.
17l.Declaration by D. Charles Meniwether, Gary T. Cornwell and Three C Partn:ership recorded May
172.Planned Unit Development Guide, recorded August 30, 1995 in Book 674 at Page 820 and
Amendment recorded July 25, 1996 in Book 700 at Page 630 as Reception No. 596619 and
amendment recorded August 19, 1997 in Book 734 at Page 947 as Reception No. 630903.
173.Trench, Conduit, and Vault Agreement recorded August 3, 1995 in Book 672 at Page 509 as
174. Underground right of way casement granted to Holy Cross Electric Association, rccorded.August
. .
175.All matters as shown on the plat of Cordillera Valley Club Filing No. 1y recorded August 29, 1995
in Book 674 at Page 807 as Reception No. 570822.
'176. Underground right of way easement to Holy Cross Bnergy recorded February 19, 2002 as
No. 786310.
177 .Order of Inclusion in the Western Eagle County Metropolitan Recreation District recorded March
4, 2004 as 'Reception No. 869897.
178.Service Plan Cofdill.era Valley Club Metropolitan District recorded December 20, 2002 as
OTHERWISE NOTED: .
180.Reservations or exceptions contained in U.S. Patents, or in Acts authorizing the issuance
recorded January 13, 1897 in Book 48 at Page 463, reserving 1) Rights of the proprietor of a vein
or lode to extract and remove his ore therefrom and 2) rights of way for ditches and canals
constructed under the authority of the United States.
Order Number: 951951
ALTA Commitmeal (6(17/06)- Scbeclule B 2
Pap 1Sot20
Sebedule 4.0-16
202
'
181.Reservat:ipns or exceptions contained in U.S. Patents, or in Acts authorizing the issuance thereOf,
recorded July 10, 1923 in Book 9.3 at Page 95, reserving 1) Rights of the proprietor of a vein or
lode to extract and remove his ore therefrom and '2) rights of way for ditches and canals
constructed under the authority of the United States.
182.Reservations ot exceptions in Patents, or in Acts authorizing the issuance thereof, including the
as reserved in United States Patent recorded December 15, 1916 in Book48 at Page 607.
183. Terms, conditions, reservations, restrictions and. obligations as contained in.the restrictive clause,
within the Deed from Robert W. Radcliffe to D. Charles Merriwether, recorded May 10, 1989 in
184.Declaraticm by D. Charles Merriwether, Gary T. Cornwell and Three C Partnership recorded May
10, 1989 in Book 505 at Page 942 as No. 402126.
185.Planned Unit Development Guide, recorded August 30, 1995 in Book 674 at Page 820 and .
Amendment recorded July 25, 1996 in Book 700 at Page 630 as Reception No. 596619 arid
August 19, 1997 in Book 734 at Page 947 as Reception No. 630903.
186. Trench, Conduit, and Vault Agreement recorded August 3, 1995 in Book 672 at Page 509 as
187. Underground right of way easement grantec:i to Holy Cross Electric Association, recorded August
3, 1995 in. Book 672 at Page 389 as Reception No. 568406.
188.All matten shown on the plat of Cordillera Valley Club Filing No. 1, recorded August 29, 1995 in
Book 674 at Page 807. as Reception No. 570822 .
..
189.All matten shown on the Plat of Cordillera Valley Club Filing No. Legacy' Trail recorded May
4, 1998 as Reception No. 654885.
190.}Joly Cro$s mectric Association, Inc., Underground Right-of-Way Easement recorded June 23,
191. Trench, Conduit and Vault Agreement recorded June 23, 1998 as Reception No. 660428.
192.0rder of Inclusion in the Western Eagle County Metropolitan Recreation District recorded March
4, 2004 as'Reception No. 869897.
193.Service Plan Cordillera Valley Club Metropolitan District recorded December 20, 2002 as
Receptioq No. 817952. . .
of Basement recorded December 18, 2003 as Reception No. 862395.
OtderNumber: 11:589$1
l\LTA Commilll1eat (f/17106)- Scbedolo B 2
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Schedule 4.0-17
202
NOTE: TliE FOLLOWING EXCEPI'IONS APPLY TO TRACT R OF PARcEL 15
UNTIL OTHERWISE NOTED: .
195.Supplemental Declaration of and Creation of Utility Easement Upon, Across, Over and Under
Tract H, Cordillera Valley Club Piling No. 9 recorded April2S, 2001 as Reception No. 755422.
196.Supplemental Declaration of and Creation of Utility Easement Upon, Across, Over md Under
Tract H, Cordillera Valley Club Filing No. 9 recorded April2S, 2001 as Reeeption No. 755424.
197 .Any rights, easements, interest or claims which may eXist by reason. of or reflected by the
facts shown on the Map of Cordillera Valley Club, Valley Club Golf Course, dated
April 5, 2007 by Johnson. Kunkel & Associates, Inc.:
Encroachments of residential properties onto Tract H.
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO TRACT R OF PARCEL 15 UNTIL
OTHERWISE NOTED:
198.Supplemental Declaration of and Creation of Utility Easement Upon. Across, Over and Under .
Tract R, Cordillera Valley Club Filing No. 9 recorded April2S, 2001 as Reception No. 755423.
199.All matters as shown on the plat of Cordillera Valley Club, Filing No.9, Legacy Trail, Tract R
recorded May 20, 2004 as Reception No. 877949.
200.Any rights, easements, interest or claims which may exist by reason of ot reflected by the
following facts shown on the Map of Cordillera Valley Club, Valley Club Golf Course, dated
April 5, 2007 by Johnson. Kunkel & Associates, Inc.:
Encroachment of poOl area onto utiUty easement.
NOTE: THE FOLLOWING EXCEP'llONS APPLY TO PARCELS 16, 17 AND 18 UNTIL
OTHERWISE NOTED:
201.Patents, or Acts authorizing the issuanec thereof, including the reservation of a right of way for
ditches or canals constructed by the authority of the United States, as reserved in United States
Patent recorded July 7, 1987 in Book 46S at Page 624 as Reception No. 361848, and a Reservation .
of all oil; gas, sodium and potassium minerals hi the lands so patented, and to it, its and
permittees the right to explore for, drill for, mine, ex.tJ;act, remove and dispose of all the oil, gas,
sodium, and potassium mine'rals owned by, acquired by, or otherwise to vest in the United States, .
including, without Umitation necessary access and exit rights and the right to build and maintain
necessary improvements thereupon for the full enjoyment thereof, reserved by the United States of
America. .
202.Easement and Subeasement recorded March 10, 1989 in Book 501 at Page 847 as Reception No.
398035.
203.Basement Agreement recorded Apri128, 1994 in Book 638 880 as Reception No. 534931.
Order Nlllllbrr. 95895 I
ALTACommitment(6/17106)-Scbedule B 2
Paae 17 of20
Schedule 4.0-18
stewart
C!tltle guaranty company
202
-- -------------------------------
204.All mattem as shown on the following plats: Cordillera Subdivision, Filing 16 recorded
August 19, 1994 in Book 648 at Page 202 as Reception No. 544243, Coaection plat recorded
November 21, 1994 in Book 655 at Page 562 as Reception No. 551596, Cordillera Subdivision,
Filing No. 16 Lots 1 tbru 55 recorded May 7, 1996 in Book 693 at Page 906 as Reception No.
589902 and the CorrectiOn plat recorded September 19, 1996 in Book 70S at Page 798 as
205. Trench, Conduit, and Vault Agreement with Holy Cross Energy recorded July 19, 1999 as
206. Underground right of way easement granted to Holy Cross Energy recorded July 19, 1999 as
Reception No. 70.2901.
207. Conduit, and Vault Agreement recorded 10, 1997 in Book 736 at Page 760 as
208. Underground Right-of-W4lY Easement recorded September 10, 1997 in Book 736 at Page 766 as
209.0rder of into the Western Eagle County Metropolitan Recreation District recorded
March 4, 2004 as Reception No. 869897.
210.Eagle County Resolution, Approval the Amended, Restated and Consolidated Service Plan for the
Cordillera Metropolitan District and the Squaw Creek Metropolitan District recorded May 5, 2005
as Reception No. 914863. .
2ll.County ofEagle Resolution, Approving an Amendment to the Cordillera Planned Unit
De'9elopment recorded October 11, 2004 as Reception No. 854897.
NOTE: THE FOLLOWING EXCEPTIONS APPLY TO PARCEL 16:
212.MemorancJum of Easement recorded December 18, 2003 as Reception No. 862395.
213.Any right$, easements, or claims which may exist by reason of or reflected'by the
following facts shown on the Map of Cordillera Subdivision, Short Course, dated April 20, 2007
by Johnson, Kunkel & Associates, Inc.:
Encroachments ofresidential properties onto Tract B.
NOTE: TilE FOLLOWING EXCEPTION APPLIES TO PARCELS AND 17:
214.Easement Agreement recorded Decetnbet 18, 2003 as Reception No. 862401 and rerecorded
November 6, 2006 as Reception No. 200630398.
NOTE: TliE FOLLOWING EXCEPTIONS APPLY TO PARCEL 17 UNTIL
Order Number; 9S8953
ALTA CommilmOilt ("17106)- Scheclulo B 2
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Schedule 4.0-19
202
OTHERWISE NOTED:
21S.Supplemental Declaration of and Owner Consent to Creation of Utility Easement Upori, Across,
Over and Under Tract F, Cordillera Subdivision, Filing No. 16 recorded September 24, 2001 as
216.Memorandum of Lease between Galena Partners, a Colorado General Partnership Tenant and
Cordillera Lodge & Spa, U.C, a Delaware Limited Uability Company as Landlord recorded
December 18, 2003 as Reception No. 862400.
217 .Agxeement between Kensington Partners, a Colorado General Partnership and Cordillera Property
OWners Association, Inc., a Colorado Non-profit Corpomtion recorded December 11, 2003 as
NOTE: THE FOLLOWING EXCEPTION APPLIES TO PARCELS 18 AND 19 UNTIL
OTHERWISE NOTED:
218.All matters as shown on the plat of Cordillera Subdivision, Filing No. 31 recorded September 8,
NOTE: THE FOLLOWING EXCEPI'i:ONS APPLY TO PARCEL 19 Q'NTIL
OTHERWISE NOTED: '
219.Supplemental Declaration of and Creation of Utility Easement nxxmied September 24, 2001 as
NOTE: THE FOLLOWING EXCEPTION APPLIES TO PARCELS 6, 7, 8, 9, 10, 11 and 1 2 ~
221.Notice of Petitions recorded May 22, 2009 as Reception No. 200909825.
THE FOLLOWING EXCEPTIONS APPLY TO ALL PARCELS
Map of ~ e R i ~ e r Fire Protection District recorded December 7, 20Q9 as Reception No.
200926003. .
. ..
223.Resolution No. 2009-129 Amendment to the Cordillera Valley Club Planned Unit Development
recorded December 29, 2009 as Reception No. 200927678
Order NIIDibcr: 9S89Sl
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.
Schedule 4.0-20
202
224. Water and Sewer Easement recorded April14, 2010 as Reception No. 201006962.
22S.Notc re: Bncroachment onto Parcel lA# of the Mountain Golf Course at Cordillera from Lot 1,
Cordillera. Subdivision Filing 9, executed by Cordillera Golf Club, LLC recorded November 13,
226.Assignment of Basement Rights recorded May 19,2010 as Reception No. 201009551.
228.0rder of Inclusion in the Eagle County Health Service District recorded September 3, 2010 as
229.0rder of :exclusion re: Western Eagle County Ambulance District recorded September 3, 2010 as
230.Declaratory Judgment entitled Upper Eagle Regional Water Authority and Edwards Metropolitan
District v. Cordillera Valley Club Property pwners Association Inc. and Cordillera Valley Club
Metropolitan District recorded October 4, 2010 as Reception No. 201019911.
231. Trench, Conduit and Vault Agreement recorded February 7. 2011 as Reception No. 201102343.
Order Number: 9589SI
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202
4827-3608-7569.12
SCHEDULE 12.1
NOAS Documents
[See attached]
Schedule 12.1-l
Draft: 10/24/12
202
NOAS DOCUMiNTs
Wetlialds Pemdta
WotJaud Permit f#I999-7S449 (Sumnalt Courae)
Wetland Pemdt #200l.Sl87 (Valley Caorse)
l. Ftual Wetland MODitorfDs Report- tbo Summ1t OolfCourse WetJaad Creation dated
NovePlber 2003 (for 2003 Omwina Season)
2. PIDal Wetlad MoDitodng &port- tbo Swamit Golf Course Wcdad
M'.llch 2003 (for 2002 C3rowlllg Seal!on)
3. :a;ed Canyon Mitipion limber SpriDp Project 2003 Otowlng Season Wetland Pamlt
No. 200175187
1. January 20,2000 iiom tba Dcipeztmrmt of the Atmy to Westem BcoJosic:a1
ResOUICCI regardjna Permit No 19997S449
2. I,etter dated F'ebl'Jlary 8, 2000 A'om the S1at0 ofColcmldo to tbe US A:rmy Corp of
Bagtnccrs reprdiDg PubHc Nodce Numblt 1999-75449
3. Man:h 6, 2.000 ftom tbe Umted States Bnvtronmealal Protccdoa Ar,tlrJ#J
RJS8fdiDI PubUc Notice Number 1999-75449, Kensington Partners. the Summit,
CoJdl11era Dove1opmont. .
4.
0
:teuBr cJatecJMatch.28, 2000 ftom tho SUite af Colorado to tbc KeDSlDgtoD Partners
Section 401 WtJtM QuaUty CerdCIIlioa, Peaalt No 199975449, Colorado
Certification No 2840
S. . J..euc:r dated April 11, 2000 &om tho Departmeal of flit Army raprdiD& Pormit No
199915449, ca.closlng Notiftcadon of Ap,plieaotOptiotAI dated April S, 2000 for :ftlo
Q1DJlbsr l9997S449 (attached to F"mal Wetllnd Momtorlng.bport for. Summit datad
Novembet2003)
6. 0 totter dated luoc 1, 2000 fiom WestcmEcoloslcal bsc. lermitoNb
199975449 to Wethmd MoDitoriDa Report for Summit datec1 M'arc:h 2003)
7. totmr dated July 10, 2000 hiD Watau Bcoloafcal Relo'Ul'CO, Inc. rog.udlaa Pamit No
19997S449 (attached to Wotlaad Moai10d.Da Report for Summit dated Marcll2003)
Schedule 12.1-l
I
202
8. August 31,2000 from Westan Bcological lno. reprd.ias Pennlt
No 199975449 (attached to FiDa1 Wetlaad Mon1todDs R.epoit for Summit dated
November
9. Lotter dated JUly 25, :hm the. 'DepartDisDt of the Army mgard1Dg Permit No
20017S 187 (attached to R.ed ClmyoD Mitigation 2003 Raport) . .
10. J4ter datl!d 18; 2001 from tbB J)epaatmaat of the Army reprdiDa Permit No
200 17S 187 (a:ttachecl to Red Ca.t!1on Mitlptlon Report)
11. Letter dated August 2, 2001 tom the Deparlmea1 oftbe Army repnUag. Pmnit No
2001'7S 181 (attacbed to Red CJII)'OD Mitiption 2003 Report)
12. Letter dated Aupt 21, 2001 fi'Om tho Westem Bcolo,elcal Reaourco, Inc. reprdiua
POQllitNo 20017Sl81 (attacbed to WOm)'OilMitip1ion2003 Report)
13. Letter dated Auaust 30, 2001 ti'om the Westem Bco1ogical R.csourCe. fDo. reprdiDg
Permit No 200175181 (atfllohccl to Red CmyoD Mitigation 2003 Report)
14. Letter dated March 2S, 2002 from Westem Eoological Resource,Jnc.
No19997S449
IS. tetcer dated AprilS, 2002 :tom the Weit.AScolo&ical R.eaour.ce, 1110. rejardb)a Pemdt
No 200115187 (attacbed to it.cd. Cailyor1 Mitiption 2003 Report)
16. Letter dated .fa1y 29, 2002 from. the Deparlmea1 oftbo Permit No
. 199975449 (atladled to Wetlllld MonitoriDI Report for Summit datod Marob.2003)
11. tettor datod Oecomber 10. 2002 rrom. tbe Depart.tMat of tho Army regardlDa Permit No
199975449.
18. Letter dated December 20, 2002. from Westem. Bcologlcal lDc. reprdlag
Permit No 199975449
1.9. Letter dated August 15, 2003 from tile Oeparrmenl of the. Army rcgardiDg Permit No .
200175187 (altacbed to Red Canyon Mitiplion2003 R.opcxt)
20. Letter dalcd July 25, 2003 from ibe Wostem Ecological Rasouroe. Inc. resardiDI Pemllt
No 200175187 (auached to Red CanyoD. 2003 Report)
21, Letter dated Jazauai)' 23, 2004 ftom 1U Western Bcolosica1 Re8ouloe. eoclosiag
'2003 MODitorbls
22. LeUar dated Man:h 9. 2004 iiom. tho Deparlmea1 oftbe AJmyregardlns Permit No
l99975449
23. Letter dated MI1'0h 10, 2.004 from.the DepattmeDt ot1he Army reaazdiDa Permit No
199915449
Schedule 12.1-3
I
202
Z4. Lr4W dated MardllO, 2004 from the DlpadJ:uent otUle Nm.y repzdiaa Pmmit No
19W75449
25. U1l4ated 8peola1 Conditlou.l:asi:Dgtoa Partun, Publio Notice No 199975449,
2840
Schedule 12.1-4
I

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Case:12-24882-ABC Doc#:558 Filed:10/30/12 Entered:10/30/12 10:44:42 Page1 of 5

IN THE UNITED STATES BANKRUPTCY COURT

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