In re:

UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE
Chapter 11
CORDILLERA GOLF CLUB, LLC/ Case No. 12-11893 (CSS)
Debtor. Re: Docket Nos. 7, 43 and 50
Hearing Date: July 27,2012@ 1:00 p.m.
LIMITED RESPONSE OF THE OFFICIAL COMMITTEE OF UNSECURED
CREDITORS TO DEBTOR'S MOTION FOR AN ORDER PURSUANT TO
SECTION 366 OF THE BANKRUPTCY CODE (I) PROHIBITING UTILITY
COMPANIES FROM ALTERING, REFUSING, OR DISCONTINUING
UTILITY SERVICES, (II) DEEMING UTILITY COMPANIES ADEQUATELY
ASSURED OF FUTURE PERFORMANCE, (III) ESTABLISHING PROCEDURES
FOR DETERMINING ADEQUATE ASSURANCE OF PAYMENT;
AND QV) SETTING A FINAL HEARING RELATED THERETO
The Official Committee of Unsecured Creditors ("Committee") appointed in the above
captioned, Chapter 11 bankruptcy case of Cordillera Golf Club, LLC ("Debtor"), by and through
its (proposed) undersigned counsel, respectfully files this Limited Response (this "Response") to
the Debtor's Motion for an Order Pursuant to Section 366 ofthe Bankruptcy Code (I) Prohibiting
Utility Companies From Altering, Refusing, or Discontinuing Utility Services, (II) Deeming
Utility Companies Adequately Assured of Future Performance, (III) Establishing Procedures For
Determining Adequate Assurance of Payment; and (IV) Setting a Final Hearing Related Thereto
[Docket No. 7] ("Motion"), and in support, would respectfully show the Court as follows:
BACKGROUND
1. On June 26, 2012 ("Petition Date"), the Debtor filed its voluntary for relief under
Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. 101, et seq. (the "Bankruptcy
Code"), thereby initiating the above-captioned case with this Court (the "Bankruptcy Case").
The Debtor in this chapter II case, and the last four digits of its employer tax identification number, is:
XX-XXXI317. The corporate headquarters address for the Debtor is 97 Main Street, Suite E202, Edwards,
co 81632.
615484.1 7113/12
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The Debtor remains in control of its business and affairs as a debtor-in-possession pursuant to
sections 1107 and 1108 ofthe Bankruptcy Code.
2. On July 6, 2012, the United States Trustee filed its Notice of Appointment of
Committee of Unsecured Creditors [Docket No. 86], thereby forming the Committee.
3. The Debtor is the owner and operator of "The Club at Cordillera" (the "Club"),
located in Edwards Colorado in Eagle County. The Club includes three 18-hole golf courses, a
short course, three tennis centers, fitness facilities, five indoor and outdoor pools, a summer
camp with clubhouse for children, and riding, hiking and cross-country ski trails. See
Declaration of Daniel L. Fitchett, Jr. in Support of Chapter 11 Petitions and First Day Relief
("Fitchett Declaration''), 7.
4. The Club is located within the Cordillera residential community in Edwards,
Colorado, and derives revenues through fees and dues related to Club memberships and
marketed to community residents and others. Fitchett 5, 6, 8-12.
5. On the Petition Date, the Debtor filed its Motion, whereby the Debtor proposes a
process pursuant to section 366 of the Bankruptcy Code, to ensure continued utility services to
the Debtor on a post-petition basis, by providing for their adequate assurances of future
performance within the meaning of that section. Motion, at 8. Specifically, the Motion
proposes that the Debtor will place one half of its estimated monthly, aggregate utility charges,
or a total of approximately $32,000, into a segregated account for the assurance of payment to its
utility service providers (collectively, "Utilities''), and to adjust that deposit amount in the event
of a termination of Utility services, "or by agreement between the Debtor and the affected utility
Company." Motion, at 8. The Motion further contemplates that additional Utilities
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subsequently identified may be brought by the Debtor under the scope of the Motion, as
appropriate. Motion, at note 2.
6. The Motion further proposes a process by which a Utility may demand further
assurances, under which: (i) a utility may make formal, written demand on the Debtor
("Demand"); (ii) the Debtor may enter into an agreement with such Utility resolving the
Demand, without further Court order; (iii) if the Debtor caunot resolve the request within 30 days
of the Demand, it may file a motion with this Court seeking a determination of the dispute; and
(iv) pending the resolution of such dispute, no Utility may unilaterally alter, refuse or discontinue
service to the Debtor. Motion, at, 16.
7. On June 27, 2012 this Court entered its Order granting the Motion on an interim
basis [Docket No. 43] ("Interim Order"), and setting a final hearing on the Motion.
RESPONSES
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8. The Committee generally supports the relief requested in the Motion and agrees
that the Debtor requires uninterrupted Utility services for the benefit of the estate. However, the
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Debtor should not be allowed unilateral discretion to enter into agreements and vary the amount
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of its segregated account without oversight by this Court and appropriate parties in interest.
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9. Accordingly, the Committee respectfully requests that it be included as a required
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notice party to receive the service of any Demand, either from the issuing Utility, or from the
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Debtor upon its receipt of same. The Committee should also be provided with notice of, and at
least I 0 days to object to any proposed agreement by the Debtor resolving a Demand, or any
proposal by the Debtor to increase or decrease the amount of the Utility deposit, and should be
authorized, along with the Debtor, to seek this Court's determination of a pending dispute over a
demand or a proposal by the Debtor to vary the amount of the segregated account.
615484.1 7113/12
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10. Subject to the foregoing, the Conunittee supports the entry of an order granting
the Motion on a final basis.
Dated: July 13, 2012
615484.1 7/13/12
SAUL EWING LLP
B y : \ ~
Mlkk Minuti (No. 2659) '
222 Delaware Avenue, Suite 1200
P.O. Box 1266
Wilmington, DE 19899
Telephone: (302) 421-6840
Facsimile: (302) 421-5873
E-mail: mminuti@saul.com
-and-
MUNSCH HARDT KOPF & HARR, P.C.
Russell L. Munsch
Texas Bar No. 14671500
Joseph J. Wielebinski
Texas BarNo. 21432400
Jay H. Ong
Texas BarNo. 24028756
3 800 Lincoln Plaza
500 N. Akard Street
Dallas, TX 75201-6659
Telephone: (214) 855-7500
Facsimile: (214) 978-4335
E-mail: rmunsch@munsch.com
E-mail: jwielebinski@munsch.com
E-mail: jong@munsch.com
Proposed Counsel for the Official Committee of
Unsecured Creditors
4
In re:
UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
Chapter 11
CORDILLERA GOLF CLUB, LLC, Case No. 12-11893 (CSS)
Debtor.
CERTIFICATE OF SERVICE
I, Mark Min uti, hereby certify that on July 13, 2012, a copy of the foregoing Limited
Response of the Official Committee of Unsecured Creditors to Debtor's Motion for An
Order Pursuant to Section 366 of the Bankruptcy Code (I) Prohibiting Utility Companies
from Altering, Refusing, or Discontinuing Utility Services, (II) Deeming Utility Companies
Adequately Assured of Future Performance, (III) Establishing Procedures for Determining
Adequate Assurance of Payment; and (IV) Setting a Final Hearing Related Thereto was
served on the parties on the attached service list in the manner indicated therein.
Dated: July 13, 2012
615484.1 7113/12
SAUL EWING LLP
B y ~ =---------,
ark Mmuti (No. 2659)
222 Delaware Avenue, Suite 1200
P. 0. Box 1266
Wilmington, DE 19899
(302) 421-6840
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CORDILLERA GOLF CLUB, LLC
Service List
Via Hand Delivery:
Michael R. Nestor, Esquire
Joseph M. Barry, Esquire
Donald J. Bowman, Esquire
Young Conaway Stargatt & Taylor LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Mark Kenney, Esquire
Office ofthe United States Trustee
J. Caleb Boggs Federal Building
844 King Street, Suite 2207
Wilmington, DE 19801
Mark D. Collins, Esquire
Zachary I. Shapiro, Esquire
Richards, Layton & Finger, P.A.
One Rodney Square
920 N. King Street
Wilmington, DE 19801
Tobey M. Daluz, Esquire
Joshua E. Zugarman, Esquire
Ballard Spahr LLP
919 N. Market Street, 11th Floor
Wilmington, DE 19801
Damien Tancredi, Esquire
Cozen O'Connor, PC
1201 N. Market Street, Suite 1400
Wilmington, DE 19801
William P. Bowden, Esquire
Ricardo Palacio, Esquire
Ashby & Geddes, P.A.
500 Delaware avenue, 8th Floor
P.O.Box1150
Wilmington, DE 19899
615484.1 7/13/12
Matthew P. Ward, Esquire
Ericka F. Johnson, Esquire
Womble Carlyle Sandridge & Rice, LLP
222 Delaware Avenue, Suite 1501
Wilmington, DE 19801
Richard W. Riley, Esquire
Duane Morris LLP
222 Delaware A venue, Suite 1600
Wilmington, DE 19801-1659
Ellen W. Slights, Esquire
United States Attorney's Office
District of Delaware
1007 N. Orange Street, Suite 700
P.O. Box 2046
Wilmington, DE 19899-2046
Via Electronic Mail and First Class Mail:
Erika L. Morabito, Esquire
Brittney J. Nelson, Esquire
Foley Lardner LLP
3000 K Street, N.W., Suite 600
Washington, DC 20007
Christopher Celentino, Esquire
Mikel Bistrow, Esquire
Dawn Messick, Esquire
Foley Lardner LLP
402 W. Broadway, Suite 2100
San Diego, CA 92101
Carl A. Eklund, Esquire
Ballard Spahr, LLP
1225 17th Street, Suite 2300
Denver, CO 80202
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Vincent J. Marriott, III, Esquire
Sara Schindler-Williams, Esquire
Ballard Spahr, LLP
1735 Market Street, 51st Floor
Philadelphia, P A 19103
David L. Lenyo, Esquire
Garfield & Hecht, P.C.
601 East Hyman A venue
Aspen, CO 81611
James J. Holman, Esquire
Duane Morris LLP
30 South 17th Street
Philadelphia, P A 19103
Arthur J. Abramowitz, Esquire
Cozen O'Connor, PC
Libertyview, Suite 300
457 Haddonfield Road
Cherry Hill, NJ 08002
Brad W. Breslau, Esquire
Cozen O'Connor, PC
707 17th Street, Suite 3100
Denver, CO 80202
Melissa Maxman, Esquire
Ronald Wick, Esquire
Cozen O'Connor, PC
1627 I Street, NW, Suite 1100
Washington, DC 20006
Harlan W. Robins, Esquire
Dickinson Wright PLLC
15 N. 4th Street
Columbus, OH 43215
Kristi A. Katsma, Esquire
Dickinson Wright PLLC
500 Woodward Avenue, Suite 4000
Detroit, MI 48226
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Garry R. Appel, Esquire
Appel & Lucas, P.C.
1660 17th Street, Suite 200
Denver, CO 80202
Peter A. Cal, Esquire
Mark L. Fulford, Esquire
Sherman & Howard L.L.C.
63 3 17th Street, Suite 3000
Denver, CO 80202
Michael S. Kogan, Esquire
Kogan Law Firm, PC
1901 Avenue of the Stars, Suite 1050
Los Angeles, CA 90067
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