10000001202

In re:

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11

Cordillera Golf Club, LLC, 1

dba The Club at Cordillera, Case No. 12-11893 (CSS)

Debtor.

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

DEBTOR'S APPLICATION FOR AN ORDER AUTHORIZING THE RETENTION OF PRICEWATERHOUSECOOPERS LLP AS FINANCIAL ADVISOR TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE

AND WAIVING CERTAIN REQUIREMENTS PURSUANT TO LOCAL RULE 2016-2

Cordillera Golf Club, LLC, the debtor and debtor in possession in the above-captioned

case (the "Debtor"), by and through its proposed undersigned counsel, hereby submits this

application (the "Application") for entry of an order, substantially in the form attached hereto as

Exhibit A (the "Order"), pursuant to sections 327(a) and 328(a) of title 11 of the United States

Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy Code"), authorizing the retention and

employment of PricewaterhouseCoopers LLP ("PwC") as financial advisor to the Debtor nunc

pro tunc to the Petition Date (as defined below) and waiving certain requirements pursuant to

Rule 2016-2 of the Local Rules ofBankruptcy Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware (the "Local Rules"). In support of this

Application, the Debtor relies on the Declaration of Daniel Williams (the "Williams

Declaration"), a copy of which is attached hereto as Exhibit B. In further support of the

Application, the Debtor respectfully states as follows:

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

01:12258158.4

JURISDICTION

1. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334

and the Amended Standing Order of Reference from the United States District Court for the

District of Delaware, dated as of February 29, 2012. This is a core proceeding pursuant to 28

U.S.C. § 157(b )(2), and the Court may enter a final order consistent with Article III of the United

States Constitution. Venue is proper in this Court pursuant to 28 U.S.C. §§ 1408 and 1409. The

statutory and legal predicates for the relief requested herein are sections 327(a) and 328(a) of the

Bankruptcy Code, Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (the

"Bankruptcy Rules"), and Local Rules 2014-1 and 2016-2.

BACKGROUND

2. On June 26, 2012 (the "Petition Date"), the Debtor filed a voluntary petition for

relief under chapter 11 of the Bankruptcy Code. The Debtor has continued in possession of its

properties and has continued to operate and maintain its business as a debtor in possession

pursuant to sections 1107(a) and 1108 of the Bankruptcy Code.

3. On July 6, 2012, the Office of the United States Trustee for the District of

Delaware (the "U.S. Trustee") appointed an official committee of unsecured creditors (the

"Committee") [Docket No. 86]. No request has been made for the appointment of a trustee or

examiner in this case.

4. A description of the Debtor's business, the reasons for commencing this chapter

11 case, and the relief sought from the Court to allow for a smooth transition into chapter 11 are

set forth in the Declaration of DanielL. Fitchett, Jr. in support of Chapter II Petitions and First

Day Relief[Docket No. 2] (the "First Day Declaration"), filed on the Petition Date and

incorporated by reference herein.

01:12258158.4 4

RELIEF REQUESTED

5. By this Application, the Debtor requests that the Court enter an Order pursuant to

sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local

Rules 2014-1 and 2016-2 authorizing the Debtor to employ and retain PwC as financial advisor

to the Debtor nunc pro tunc to the Petition Date, in accordance with the terms and conditions

contained in that certain engagement letter (the "Engagement Letter"), dated June 22, 2012,

between PwC and the Debtor, a copy of which is attached hereto as Exhibit C and incorporated

herein by reference.

PwC's QUALIFICATIONS

6. The Debtor chose PwC to serve as its financial advisor, in part, because of PwC' s

substantial expertise in providing financial advisory services to companies in financial distress.

Accordingly, the Debtor believes that PwC is well-qualified to perform all services contemplated

by the Engagement Letter, and to represent the Debtor's interests in its chapter 11 case.

7. PwC has acted as financial advisor in both in-court and out-of-court restructurings

of companies of various sizes across a wide array of industries. PwC's clients include debtors,

creditors, corporate parents, financial sponsors, and indenture trustees. Of relevance to the

Debtor's circumstances, PwC has considerable experience providing financial advisory services

to businesses in a chapter 11 environment, and has been employed in numerous chapter 11 cases

within this district, including: : In re AbitibiBowater Inc., Case No. 09-11296 (KJC); In re

Aleris International, Inc., Case No. 09-104 78 (BLS); In re American Home Mortgage Holdings,

Inc., Case No. 07-11047 (CSS); In re Appleseed's Intermediate Holdings LLC, Case No. 11-

10160 (KG); In re Autobacs Strauss, Inc., Case No. 09-10358 (CSS); In re Buffets Restaurants

Holdings, Inc., Case No. 12-10237 (MFW); In reBuilding Materials Holding Coi]J., Case No.

09-12074 (KJC); In re Coach Am Group Holdings Coi]J., Case No. 12-10010 (KG); In re 01:12258158.4

5

Filene's Basement, LLC, Case No. 11-13511 (KJC); In re Foamex International Inc., Case No.

09-10560 (KJC); In re HUB Holding Corp., Case No. 09-11770 (PJW); In re JERI Jameson Mezz

Borrower I LLC, Case No. 11-13392 (MFW); In re Local Insight Media Holdings, Inc., Case No.

10-13677 (KG); In re Muzak Holdings LLC, Case No. 09-10422 (KJC); In re Nassau

Broadcasting Partners, L.P., Case No. 11-12934 (KG); In re NewPage Corporation, Case No. 11-

12804 (KG); In re OTC Holdings Corporation, Case No. 10-12636 (BLS); In re Orleans

Homebuilders, Inc, Case No. 10-10684 (PJW); In re Pemco World Air Services, Inc., Case No.

12-10799 (MFW); In re Smurfit-Stone Container Corp., Case No. 09-10235 (BLS); In re

Townsends, Inc., Case No. 10-14092 (CSS); In re Tribune Co., Case No. 08-13141 (KJC); In re

Trico Marine Services, Inc., Case No. 10-12653 (BLS); In re Trident Microsystems, Inc., Case

No. 12-10069 (CSS); In re Urban Brands, Inc., Case No. 10-13005 (KJC); and In re Visteon

~'Case No. 09-11786 (CSS).

8. In view ofPwC's experience, the Debtor believes that the retention ofPwC is

necessary to enable the Debtor to execute faithfully its duties as debtor-in-possession and to

confront issues that may arise in the context of the chapter 11 case in an efficient and timely

manner. The Debtor believes that PwC is well qualified to serve in the chapter 11 case and that

the retention ofPwC is in the best interest of the Debtor's estates and its creditors.

SERVICES TO BE PROVIDED

9. Pursuant to the terms ofthe Engagement Letter, PwC has agreed to act as

financial advisor to the Debtor. As financial advisor, PwC will assist the Debtor in discussions

with its various creditors, lenders, and investors, as the case may be, and in the marketing and

sale of the Debtor's assets. The services that PwC may provide under the Engagement Letter

include, but are not limited to, the following::

01:12258158.4 6

a) Evaluating strategic alternatives, including restructuring options, capital raising, sale of assets, etc ... ;

b) Advising and assisting with the Debtor's development of cash flow projections and business restructuring plans, including related financial forecasts; and sensitivity analyses relating to the Debtor's forecasts and assumptions;

c) Advising and analyzing any proposed asset sales and other proposed transactions in which the Debtor seeks Court approval;

d) Advising the Debtor in connection with its negotiations with: (i) lenders regarding debtor-in-possession and exit financing facilities; and (ii) key vendors regarding post-petition shipments and critical vendor payments and assistance in preparation thereof;

e) Testifying as a "fact or percipient witness" in the Debtor's bankruptcy court proceedings based on PwC's direct knowledge of the estate arising from or relating to the services performed;

f) Advising the Debtor on tactics and strategies for negotiating with the stakeholders;

g) Advising and assisting the Debtor in connection with the Debtor's accumulation of data and preparation of various schedules, operating reports, account analyses, and reconciliations, including reconciliations of claims, bankruptcy petitions, the plan of reorganization and other reports required by the Court, bankruptcy schedules and statements of financial affairs, monthly operating reports, and such other documentation that is customarily issued by a debtor;

h) Advising regarding golf course industry metrics and operations;

i) Providing forensic accounting assistance, as needed, relating to financial records of the Debtor or any other party;

j) Consulting relating to litigation matters, as requested;

k) Providing other forensic accounting and advisory services as requested; and

1) Providing other general restructuring advice, as requested.

10. The Debtor and PwC intend that all of the services that PwC will provide to the

Debtor will be: (a) appropriately directed by the Debtor so as to avoid duplicative efforts among the

01:12258158.4 7

other professionals retained in this chapter 11 case and (b) performed in accordance with applicable

standards of the profession.

11. To the extent the Debtor requests that PwC perform additional services not

contemplated by the Engagement Letter or directly related to services detailed in the

Engagement Letter, the Debtor shall seek further application for an order of approval by the

Court for any such additional services, and such application shall set forth, in addition to the

additional services to be performed, the additional fees sought to be paid.

12. In connection with each of its engagements, PwC may use employees from its U.S.

and non-U.S. subsidiary affiliates, depending on the needs of the engagement. PwC may also

utilize third-party contractors or subcontractors (each, an "Independent Contractor") in this chapter

11 case. IfPwC utilizes such Independent Contractors, then (a) PwC will file, and require the

Independent Contractor to file, declarations indicating that the Independent Contractor has

reviewed the list of the interested parties in this case, disclosing the Independent Contractor's

relationships, if any, with the interested parties, and indicating that the Independent Contractor is

disinterested, (b) the Independent Contractor will remain disinterested during the time that PwC

is involved in providing services on behalf of the Debtor, and (c) the Independent Contractor will

represent that he/she will not work for the Debtor or other parties in interest in this chapter 11

case during the time PwC is involved in providing services to the Debtor. PwC's standard

practice is to charge for an Independent Contractor's services at the rate PwC pays the

Independent Contractor for such services.

01:12258158.4 8

TERMS OF RETENTION

13. The terms ofPwC's proposed compensation are fully set forth in the Engagement

Letter, and the Debtor respectfully refers this Court to the Engagement Letter for a full recitation

of such terms.

14. PwC seeks the Court's approval of its compensation and reimbursement of its

actual, necessary expenses and other charges incurred by PwC upon the filing of appropriate

applications for interim and final compensation and reimbursement pursuant to sections 330 and

331 ofthe Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the guidelines established

by the U.S. Trustee, and any other applicable procedures and orders of this Court. As

compensation for the financial advisory services to be rendered, PwC requests the following

payment amounts pursuant to the Engagement Letter:

a) Fees: Fees for services will be based on the following agreed upon hourly rates, which will be revised from time to time. Adjusted rates will be reflected in billings. The current hourly rates are:

Partner Director Manager Senior Associate Associate Secretarial

$670-$790 $535-$580 $410-$450 $325-$375 $270-$315 $75-$125

b) Expenses. PwC will also bill the Debtor for reasonable, documented, out-of-pocket expenses and internal per-ticket charges for booking travel.

15. PwC's hourly rates are subject to periodic adjustment from time to time in

accordance with PwC's established billing practices and procedures. PwC will provide notice of

any changes to its hourly rates within ten (10) business days thereofto the U.S. Trustee and the

Committee and file such notice with this Court.

01:12258158.4 9

16. The PwC professionals providing the financial advisory services will consult with

internal PwC bankruptcy retention and billing advisors (the "PwC Retention Advisors") to

ensure compliance with the requirements of the Bankruptcy Code, as well as decrease the overall

fees associated with the administrative aspects ofPwC's engagement. The services provided by

these PwC Retention Advisors shall include, but are not limited to: assistance with the

bankruptcy retention documents; assistance with the disinterestedness disclosures; assistance

with completion of the requisite fee applications; and assistance with compliance with applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the guidelines

established by the U.S. Trustee, and the orders of this Court. Due to the specialized nature of

these services, and consistency between bankruptcy venues, specific billing rates have been

established for these PwC Retention Advisors?

17. During the ninety (90) days prior to the Petition Date, on June 22, 2012, PwC

received from the Debtor an initial advance retainer of$75,000 (the "Retainer"), of which

$13,500 was drawn by PwC to pay fees incurred in providing services to the Debtor in

contemplation of, and in connection with, prepetition financial advisory activities. As of the

Petition Date, the Retainer was $61,500.

18. Due to the ordinary course and unavoidable reconciliation of fees and submission

of expenses immediately prior to, and subsequent to, the Petition Date, PwC has incurred

unbilled fees and reimbursable expenses which relate to the prepetition period. PwC hereby

seeks this Court's approval to apply the Retainer to these amounts and any further prepetition

fees and expenses PwC becomes aware of during its ordinary course billing review and

2 The rate per hour for these PwC Retention Advisors by level of experience will be as follows: Partner: $790; Director: $550; Manager: $400; Senior Associate: $290; Associate: $225 and Paraprofessional: $125- $150. These rates are subject to periodic adjustments.

01:12258158.4 10

reconciliation. Upon the proposed applications of the Retainer, the Debtor would not owe PwC

any sums for pre-petition services.

19. The Debtor requests that the remainder-if any-of the Retainer following

application against pre-petition fees and expenses will constitute a retainer as security for post

petition services and expenses. In the chapter 11 case, a general security retainer is appropriate

for several reasons. See In re Insilco Techs., Inc., 291 B.R. 628, 634 (Bankr. D. Del. 2003)

("Factors to be considered, include ... whether terms of an engagement agreement reflect

normal business terms in the marketplace; ... the relationship between the Debtor and the

professionals, i.e., whether the parties involved are sophisticated business entities with equal

bargaining power who engaged in an arms-length negotiation[] [and] ... whether the retention,

as proposed, is in the best interests ofthe estate[] .... "). First, these types of retainer

agreements reflect normal business terms in the marketplaces. See Id. ("[I]t is not disputed that

the taking of [security] retainers is a practice now common in the market place."). Second, PwC

and the Debtor are sophisticated business entities that have negotiated the Retainer at arm's

length. Third, the retention ofPwC is in the best interests of the Debtor's estate because the

retention agreement and retainer allow the Debtor to maintain the prepetition relationship

established with PwC. Thus, under the standards articulated in Insilco, the facts and

circumstances of this case support the approval of the security retainer.

20. Notwithstanding anything to the contrary in the Engagement Letter, PwC intends

to apply for compensation for professional services rendered and reimbursement of expenses

incurred in connection with the Debtor's chapter 11 case on an hourly basis, subject to Court

approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, the U.S. Trustee Guidelines and any other applicable procedures or

01:12258158.4 11

orders of the Court. However, it is not the general practice ofPwC professionals to keep detailed

time records (i.e., increments of one-tenth of an hour (six minutes)) similar to those customarily

kept by attorneys compensated through the Court. PwC professionals' customary practice

provides a description of the services rendered and the amount of time spent on each date in

rendering services on behalf of their clients rather than breaking it into separate tasks throughout

each date.

21. PwC will file interim and final fee applications for the allowance of compensation

for services rendered and reimbursement of expenses incurred in accordance with applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the guidelines of the

U.S. Trustee, and any applicable orders of this Court. PwC will keep time records, and include

these records as an exhibit to each fee application, which shall set forth a description of the

services rendered by each professional and the amount of time spent on each date, in half-hour

(0.5) increments, by each such individual in rendering services on behalf of the Debtor. The

Debtor believes that PwC's customary practice with respect to time descriptions will still provide

this Court with the ability to appropriately review and evaluate the services provided by PwC.

Furthermore, because it would be more efficient for PwC to continue in its customary time

keeping practices, the Debtor respectfully seeks a waiver of Local Rule 2016-2(d) to permit PwC

to submit its time records in half-hour increments.

22. PwC has agreed not to share with any person or firm the compensation to be paid

for services rendered in connection with this chapter 11 case.

23. The above fee structure and terms are consistent with and typical of arrangements

entered into by PwC and other comparable firms in connection with the rendering of similar

services under similar circumstances. The Debtor believes that the Engagement Letter and

01:12258158.4 12

retention ofPwC is in fact reasonable, market-based, and designed to fairly compensate PwC for

its work and to cover fixed and routine overhead expenses.

INDEMNIFICATION AND LIMITATION OF LIABILITY

24. Pursuant to the terms of the Engagement Letter, the Debtor has agreed to

indemnify and hold PwC, its affiliates, and Independent Contractors, and their partners,

principals, and employees harmless from and against any and all third party claims resulting

from any of the Services and Deliverables (as defined in the Engagement Letter), except to the

extent determined to have resulted from PwC's gross negligence or intentional misconduct

relating to the Services and/or Deliverables.

25. Pursuant to the terms of the Engagement Letter, the Debtor agreed that PwC's

liability to pay damages, except to the extent finally determined to have resulted from PwC's

gross negligence or intentional misconduct, for any losses incurred by the Debtor as a result of

breach of contract, negligence, or other tort committed by PwC, regardless of the theory of

liability assets, is limited to no more than the total amount of fees paid to PwC for the particular

Service giving rise to the liability. In addition, pursuant to the terms ofthe Engagement Letter,

PwC will not be liable in any event for lost profits, consequential, indirect, punitive, exemplary

or special damages and shall have no liability to the Debtor arising :from or relating to any third

party hardware, software, information, or materials selected by the Debtor or its counsel.

26. Consistent with the prevailing standards for retention of professionals in chapter

11 cases in the Third Circuit, however, the Debtor requests (and PwC agrees) that the order

approving PwC's retention provide that, notwithstanding anything to the contrary in the

engagement letter: (a) PwC shall not be entitled to indemnification, contribution, or

reimbursement pursuant to the Engagement Letter for services other than those described in the

01:12258158.4 13

Engagement Letter, unless such services and indemnification therefor are approved by the

Bankruptcy Court notwithstanding anything to the contrary in the Engagement Letter; (b) the

Debtor shall have no obligation to indemnify any person, or provide contribution or

reimbursement to any person, for any claim or expense to the extent that it is either :

(i) judicially determined (the determination having become final) to have arisen from PwC's

gross negligence, willful misconduct, breach of fiduciary duty, if any, bad faith or self-dealing;

(ii) for a contractual dispute in which the Debtor alleges the breach ofPwC's contractual

obligations, unless the Court determines that indemnification, contribution, or reimbursement

would be permissible pursuant to In reUnited Artists Theatre Company, et al., 315 F.3d 217 (3d

Cir. 2003); or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses

(i) and (ii) above, but determined by the Court, after notice and a hearing to be a claim or

expense for which PwC should not receive indemnity, contribution, or reimbursement under the

terms of the Engagement Letter as modified by the Order; and (c) if, before the earlier of (i) the

entry of an order confirming a chapter 11 plan in this chapter 11 case (that order having become

a final order no longer subject to appeal), and (ii) the entry of an order closing this chapter 11

case, PwC believes that it is entitled to the payment of any amounts by the Debtor on account of

the Debtor's indemnification, contribution, and/or reimbursement obligations under the

Engagement Letter (as modified by this Order), including without limitation the advancement of

defense costs, PwC must file an application therefor in this Court, and the Debtor may not pay

any such amounts to PwC before the entry of an order by this Court approving such payments,

and that this subparagraph (c) is intended only to specify the period of time under which the

Court shall have jurisdiction over any request for fees and expenses by PwC for indemnification,

contribution, or reimbursement, and not a provision limiting the duration of the Debtor's

01:12258158.4 14

obligation to indemnify PwC, and that all parties in interest shall retain the right to object to any

demand by PwC for indemnification, contribution, or reimbursement.

PwC'S DISINTERESTEDNESS

27. PwC has reviewed its electronic database and, to the best of its knowledge and

except to the extent disclosed in the Williams Declaration, PwC: (a) is a "disinterested person"

within the meaning of section 101 (14) of the Bankruptcy Code; (b) does not hold or represent an

interest adverse to the Debtor's estate; and (c) has no connection to the Debtor, its creditors, or

their related parties that would negatively impact PwC's disinterestedness.

28. To the extent that PwC discovers any facts during the course of its retention that

could impact the truthfulness of the statements made herein or in the Williams Declaration, PwC

will supplement the information contained in the Williams Declaration.

BASIS FOR RELIEF REQUEST

29. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to court

approval:

May employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]' s duties under this title.

11 U.S.C. § 327(a).

01:12258158.4

30. Section 328(a) of the Bankruptcy Code provides, in relevant part, as follows:

The trustee ... with the court's approval, may employ or authorize the employment of a professional person under section 327 ... of this title ... on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, or on a contingent fee basis. Notwithstanding such terms and conditions, the court may allow compensation different from the compensation provided under such terms and conditions after the conclusion of such employment, if such terms and conditions prove to have been

15

improvident in light of developments not capable of being anticipated at the time of the fixing of such terms and conditions.

11 U.S.C. § 328(a).

31. Bankruptcy Rule 2014 provides, in relevant part, as follows:

An order approving the employment of financial advisors ... or other professionals pursuant to § 327 ... of the Code shall be made only on application of the trustee or committee.

Fed. R. Bankr. P. 2014.

32. Local Rule 2014-1 provides, in relevant part, as follows:

Any entity seeking approval of employment of a professional person pursuant to 11 U.S. C. § 327 ... shall file with the Court a motion, a supporting affidavit or verified statement of the professional person, and a proposed order for approval.

Del. Bankr. L.R. 2014-1(a).

33. For the reasons discussed above, the Debtor believes that the retention ofPwC

satisfies the requirements of sections 327(a) and 328(a) of the Bankruptcy Code, and the

applicable Bankruptcy Rules and Local Rules. Moreover, the Debtor submits that the

employment ofPwC on the terms and conditions set forth herein and in the Engagement Letter is

in the best interests of the Debtor, its estate, its creditors, and all parties in interest.

NOTICE

34. Notice of this Motion has been provided to: (i) the Office of the United States

Trustee; (ii) the Office of the United States Attorney for the District of Delaware; (iii) counsel to

the Official Committee of Unsecured Creditors; (iv) counsel to prepetition secured lenders; (v)

counsel to proposed post-petition secured lender; and (vi) all parties requesting notice pursuant

to Bankruptcy Rule 2002. In light of the nature of the relief requested herein, the Debtor submits

that no other or further notice is necessary.

01:12258158.4 16

NO PRIOR REQUEST

35. No prior application for the relief requested herein has been made to this or any

other court.

WHEREFORE, the Debtor respectfully requests the entry of an order,

substantially in the form attached hereto as Exhibit A, (a) approving the employment and

retention of PwC as financial advisor to the Debtor and (b) granting such other and further relief

as the Court deems appropriate.

Dated: Wilmington, Delaware July 10, 2012

01:12258158.4

FOLEY & LARDNER LLP Christopher Celentino Erika Moribita Mikel Bistrow Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: (619) 234-6655 Facsimile: (619) 234-3510

-and-

YOUNG CONAWAY STARGATT & TAYLOR, LLP

Is/ Donald J Bowman Jr. Michael R. Nestor (No. 3526) JosephM. Barry (No. 4221) Donald J. Bowman, Jr. (No. 4383) Justin P. Duda (No. 5478) Rodney Square 1 000 N. King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253

Proposed Counsel for Debtor and Debtor in Possession

17

Inre:


Chapter 11



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

NOTICE OF APPLICATION

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

PLEASE TAKE NOTICE that the above-captioned debtor and debtor in possession (the "Debtor") filed the attached Debtor's Application for an Order Authorizing the Retention PricewaterhouseCoopers LLP as Financial Advisor to the Debtor, Nunc Pro Tunc to the Petition Date and Waiving Certain Requirements Pursuant to Local Rule 2016-2 (the "Application").

PLEASE TAKE FURTHER NOTICE that responses, if any, to the Application must be filed with the United States Bankruptcy Court for the District of Delaware, 824 N. Market Street, 3rd Floor, Wilmington, Delaware 19801 on or before July 20,2012 at 4:00P.M. (ET) (the "Objection Deadline"). At the same time, you must serve a copy of your response upon the undersigned counsel.

PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE APPLICATION WILL BE HELD ON JULY 27,2012 AT 1:00 P.M. (ET) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI, IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 N. MARKET STREET, 5TH FLOOR, COURTROOM NO. 6, WILMINGTON, DELAWARE 19801.


01:12258158.4

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED THEREIN WITHOUT FURTHER NOTICE OR A HEARING.

Dated: Wilmington, Delaware July 10, 2012

01:12258158.4

FOLEY & LARDNER LLP Christopher Celentino Erika Moribita Mikel Bistrow Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: (619) 234-6655 Facsimile: (619) 234-3510

-and-

YOUNG CONAWAY STARGATT & TAYLOR, LLP

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

Proposed Counsel for Debtor and Debtor in Possession

EXHIBIT A

Proposed Order

01:12258158.4

In re:


Chapter 11



Ref. Docket No.

Debtor.

ORDER AUTHORIZING THE RETENTION OF PRICEWATERHOUSECOOPERS LLP AS FINANCIAL

ADVISOR TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE AND WAIVING CERTAIN REQUIREMENTS

PURSUANT TO LOCAL RULE 2016-2

Upon consideration of the Application2 of the above-captioned debtor and debtor-in-

possession (the "Debtor"), for entry of an Order pursuant to sections 327(a) and 328(a) of the

Bankruptcy Code authorizing the retention and employment of PricewaterhouseCoopers LLP

("PwC") as financial advisor to the Debtor nunc pro tunc to the Petition Date and granting relief

under and Local Rule 2016-2; and upon consideration of the Williams Declaration; and due and

proper notice of the Application having been give; and it appearing that no other or further notice

is required; and it appearing that the Court has jurisdiction to consider the Application in

accordance with 28 U.S.C. §§ 157 and 1334; and it appearing that this is a core proceeding

pursuant to 28 U.S.C.§ 157(b )(2); and it appearing that venue ofthis proceeding and this

Application is proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that the relief

requested is in the best interest of the Debtor, its estate, and creditors and after due deliberation,

and sufficient cause appearing therefor,

IT IS HEREBY ORDERED THAT:


Ol:122581

;8.fapitalized terms not otherwise defined herein shall have the meaning ascribed in the Application.

1. The Application is GRANTED.

2. The Debtor is authorized pursuant to sections 327(a) and 328(a) of the

Bankruptcy Code to employ and retain PwC as its financial advisor in accordance with the terms

and conditions set in forth in the Application and the Engagement Letter attached to the

Application as Exhibit C.

3. PwC will file fee applications for interim and final allowance of compensation

and reimbursement of expenses pursuant to the procedures set forth in Sections 330 and 331 of

the Bankruptcy Code; provided, however, that PwC shall be compensated in accordance with the

terms of the Engagement Letter and subject to the procedures set forth in the Bankruptcy Code,

the Bankruptcy Rules, the Local Rules, and any other applicable orders of the Court.

4. Notwithstanding anything to the contrary in the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, orders of this Court or any guidelines regarding submission and approval

of fee applications, in light of services to be provided by PwC, and the structure of PwC' s

compensation pursuant to the Engagement Letter, PwC and its professionals shall be granted a

limited waiver of the information requirements set forth in Local Bankruptcy Rule 2016-2 and

shall maintain time records in one-half (1/2) hour increments.

5. PwC shall apply the amounts remaining from the Retainer, if any, to its first

monthly application for postpetition fees and expenses, and thereafter to each subsequent

monthly application for postpetition fees and expenses, until the Retainer is fully exhausted.

6. The indemnification obligations of the Debtor are set forth on page 8 of the

Engagement Letter are approved, during the pendency of this chapter 11 case, subject to the

following:

01:12258158.4

a. PwC shall not be entitled to indemnification, contribution, or reimbursement pursuant to the Engagement Letter for services other than those described in the Engagement Letter, unless such services and indemnification therefor are approved by the Bankruptcy Court;

2

b. The Debtor shall have no obligations to indemnify PwC, or provide contribution or reimbursement to PwC, for any claim or expense that is either: (i) judicially determined (the determination having become final) to have arisen from PwC's gross negligence, willful misconduct, breach of fiduciary duty, if any, bad faith or self-dealing; (ii) for a contractual dispute in which the Debtor alleges the breach ofPwC's contractual obligations, unless the Court determines that indemnification, contribution, or reimbursement would be permissible pursuant to In reUnited Artists Theatre Company, et al., 315 F.3d 217 (3d Cir. 2003); or (iii) settled prior to a judicial determination as to the exclusions set forth in clauses (i) and (ii) above, but determined by the Court, after notice and a hearing to be a claim or expense for which PwC should not receive indemnity, contribution, or reimbursement under the terms of the Engagement Letter as modified by this Order; and

c. If, before the earlier of (i) the entry of an order confirming a chapter 11 plan in this chapter 11 case (that order having become a final order no longer subject to appeal), and (ii) the entry of an order closing this chapter 11 case, PwC believes that it is entitled to the payment of any amounts by the Debtor on account of the Debtor's indemnification, contribution, and/or reimbursement obligations under the Engagement Letter (as modified by this Order), including without limitation the advancement of defense costs, PwC must file an application therefor in this Court, and the Debtor may not pay any such amounts to PwC before the entry of an order by this Court approving such payments. This subparagraph (c) is intended only to specify the period of time under which the Court shall have jurisdiction over any request for fees and expenses by PwC for indemnification, contribution, or reimbursement, and not a provision limiting the duration of the Debtor's obligation to indemnify PwC. All parties in interest shall retain the right to object to any demand by PwC for indemnification, contribution, or reimbursement.

7. During the pendency of this chapter 11 case, any limitation of liability or

limitation on any amounts to be contributed by the parties to the Engagement Letter under the

terms of the Engagement Letter shall be eliminated.

8. The Debtor is authorized and empowered to take all actions necessary to

implement the relief granted in this Order.

9. The terms and conditions of this Order shall be immediately effective and

enforceable upon its entry.

01:12258158.4 3

10. This Court shall retain jurisdiction with respect to all matters arising from or

related to the implementation of this Order.

Dated: Wilmington, Delaware July __ , 2012

01:12258158.4

Christopher S. Sontchi United States Bankruptcy Judge

4

EXHIBITB

Williams Declaration

01:12258158.4


In re: Chapter 11



Debtor.

DECLARATION OF DANIEL WILLIAMS IN SUPPORT OF THE DEBTOR'S APPLICATION FOR AN ORDER AUTHORIZING THE RETENTION OF

PRICEWATERHOUSECOOPERS LLP AS FINANCIAL ADVISOR TO THE DEBTOR NUNC PRO TUNC TO THE PETITION DATE

AND WAIVING CERTAIN REQUIREMENTS UNDER LOCAL RULE 2016-2

I, Daniel Williams, under penalty of perjury, declare as follows:

1. I am a partner in the firm ofPricewaterhouseCoopers LLP ("PwC"), located at

One North Wacker, Chicago, IL 60606. I submit this declaration in support of the application

(the "Application") of the above-captioned debtor and debtor-in-possession (the "Debtor") for

entry of an order pursuant to sections 327(a) and 328(a) of the Bankruptcy Code2 authorizing the

retention and employment ofPwC as financial advisor to the Debtor nunc pro tunc to the Petition

Date and granting relief under Local Rule 2016-2. Except as otherwise noted, I have personal

knowledge of the matters set forth herein.3

Professional Qualifications

2. For the purposes of this declaration, PwC is the United States firm of the global

network of separate and independent member firms, which operate locally in countries around


2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed in the Application.

3 Certain of the disclosures herein relate to matters within the personal knowledge of other professionals at PwC and are based on information provided by them.

01:12258158.4

the world.4 PwC has over 30,000 employees in the United States and has a wealth of experience

in providing accounting, tax and advisory services with chapter 11 restructuring and other

distressed company circumstances, advising both debtors and creditors throughout the United

States.

3. PwC has acted as financial advisor in both in-court and out-of-court restructurings

of companies of various sizes across a wide array of industries. PwC's clients include debtors,

creditors, corporate parents, financial sponsors and indenture trustees. Of relevance to the

Debtor's circumstances, PwC has considerable experience providing financial advisory services

to businesses in a chapter 11 environment, and has been employed in numerous chapter 11 cases

within this district including: In re AbitibiBowater Inc., Case No. 09-11296 (KJC); In re Aleris

International, Inc., Case No. 09-10478 (BLS); In re American Home Mortgage Holdings, Inc.,

Case No. 07-11047 (CSS); In re Appleseed's Intermediate Holdings LLC, Case No. 11-10160

(KG); In re Autobacs Strauss, Inc., Case No. 09-10358 (CSS); In re Buffets Restaurants

Holdings, Inc., Case No. 12-10237 (MFW); In reBuilding Materials Holding Corp., Case No.

09-12074 (KJC); In re Coach Am Group Holdings Corp., Case No. 12-10010 (KG); In re

Filene's Basement, LLC, Case No. 11-13511 (KJC); In re Foamex International Inc., Case No.

09-10560 (KJC); In re HUB Holding Corp., Case No. 09-11770 (PJW); In re JER/Jameson Mezz

Borrower I LLC, Case No. 11-13392 (MFW); In re Local Insight Media Holdings, Inc., Case No.

10-13677 (KG); In re Muzak Holdings LLC, Case No. 09-10422 (KJC); In re Nassau

Broadcasting Partners, L.P., Case No. 11-12934 (KG); In re NewPage Corporation, Case No. 11-

12804 (KG); In re OTC Holdings Corporation, Case No. 10-12636 (BLS); In re Orleans

Homebuilders, Inc, Case No. 10-10684 (P JW); In re Pemco World Air Services, Inc., Case No.

4 The member fmns are linked together through membership in PricewaterhouseCoopers International Limited, a UK membership-based company (the "PwC Worldwide Organization.").

01:12258158.4 2

12-10799 (MFW); In re Smurfit-Stone Container Corp., Case No. 09-10235 (BLS); In re

Townsends, Inc., Case No. 10-14092 (CSS); Inre Tribune Co., Case No. 08-13141 (KJC); Inre

Trico Marine Services, Inc., Case No. 10-12653 (BLS); In re Trident Microsystems, Inc., Case

No. 12-10069 (CSS); In re Urban Brands, Inc., Case No. 10-13005 (KJC); and In re Visteon

~' Case No. 09-11786 (CSS). PwC is well qualified to assist the Debtor as its financial

advisor.

4. PwC will render services to the Debtor as needed throughout the course of the

chapter 11 case as described in the Engagement Letter and the Application. PwC's service as

financial advisor does not duplicate the services provided to the Debtor by any ofthe Debtor's

other professionals. PwC will undertake to work with the Debtor and their other professionals to

make every reasonable effort to avoid duplication between PwC's services and the services

provided by any other professionals employed by the Debtor.

5. The Debtor believes that the services ofPwC are necessary to enable the Debtor

to maximize the value of its estate. Further, PwC is well qualified and able to represent the

Debtor in a cost-effective, efficient and timely manner.

Services to Be Provided

6. The Debtor retained PwC pursuant to the terms of the Engagement Letter, a copy

of which is annexed to the Application as Exhibit B. Pursuant to the Engagement Letter, the

Debtor retained PwC to provide the following services, without limitation:

01:12258158.4

a) Evaluating strategic alternatives, including restructuring options, capital raising, sale of assets, etc ... ;

b) Advising and assisting with the Debtor's development of cash flow projections and business restructuring plans, including related financial forecasts; and sensitivity analyses relating to the Debtor's forecasts and assumptions;

c) Advising and analyzing any proposed asset sales and other proposed

3

transactions in which the Debtor seeks Court approval;

d) Advising the Debtor in connection with its negotiations with: (i) lenders regarding debtor-in-possession and exit financing facilities; and (ii) key vendors regarding post-petition shipments and critical vendor payments and assistance in preparation thereof;

e) Testifying as a "fact or percipient witness" in the Debtor's bankruptcy court proceedings based on PwC' s direct knowledge of the estate arising from or relating to the services performed;

f) Advising the Debtor on tactics and strategies for negotiating with the stakeholders;

g) Advising and assisting the Debtor in connection with the Debtor's accumulation of data and preparation of various schedules, operating reports, account analyses, and reconciliations, including reconciliations of claims, bankruptcy petitions, the plan of reorganization and other reports required by the Court, bankruptcy schedules and statements of financial affairs, monthly operating reports, and such other documentation that is customarily issued by a debtor;

h) Advising regarding golf course industry metrics and operations;

i) Providing forensic accounting assistance, as needed, relating to financial records of the Debtor or any other party;

j) Consulting relating to litigation matters, as requested;

k) Providing other forensic accounting and advisory services as requested; and

1) Providing other general restructuring advice, as requested.

7. To the extent the Debtor request that PwC perform additional services not

contemplated by the Engagement Letter or directly related to services detailed in the

Engagement Letter, the Debtor shall seek further application for an order of approval by the

Court for any such additional services, and such application shall set forth, in additional to the

additional services to be performed, the additional fees sought to be paid.

Professional Compensation During the Chapter 11 Case

8. The compensation structure described below is consistent with PwC's normal and

01:12258158.4 4

customary billing practices for engagements of this size and complexity, and reflects the

difficulty of the extensive assignments PwC expects to undertake. PwC's rate structure is

equivalent to the hourly rates and corresponding rate structure predominantly used by PwC for

restructuring, workout, bankruptcy, insolvency and comparable matters, as well as similar

complex corporate, securities and litigation matters whether in court or otherwise, regardless of

whether a fee application is required. This rate structure reflects that restructuring and other

complex matters are typically national in scope and involve great intricacy, high stakes and

severe time pressures. PwC believes that the foregoing compensation arrangement is (a)

reasonable, (b) market-based and (c) merited by PwC's extensive knowledge and experience, and

its successful provision of financial advisory services to other troubled companies.

9. Pursuant to the terms and conditions of the Engagement Letter, and subject to the

Court's approval, PwC intends to (a) seek compensation for the hourly services in accordance

with its ordinary and customary rates in effect on the date such services are rendered, and (b)

seek monthly reimbursement of actual and necessary out-of-pocket expenses and internal per

ticket charges for booking travel.

10. PwC's hourly rates are set at a level designed to fairly compensate PwC for the

work of its partners and professionals and to cover fixed and routine overhead expenses. Hourly

rates vary with the experience and seniority of the individuals assigned. These hourly rates are

subject to periodic adjustments to reflect economic and other conditions and are consistent with

the rates charged elsewhere. In particular, PwC hourly rates in the United States for matters

related to these services range as follows:

01:12258158.4

Partner Director Manager Senior Associate Associate Secretarial

$670-$790 $535-$580 $410-$450 $325-$375 $270-$315 $75-$125

5

11. PwC's hourly rates are subject to periodic adjustment from time to time in

accordance with PwC's established billing practices and procedures. PwC will provide notice of

any changes to its hourly rates within ten (10) business days thereof to the U.S. Trustee and the

Committee and file such notice with this Court.

12. It is PwC's policy to charge its clients in all areas of practice for identifiable, non-

overhead expenses incurred in connection with the representation of that particular client. It is

also PwC's policy to charge its clients only the amount actually incurred by PwC in connection

with such items. Examples of such expenses include postage, overnight mail, courier delivery,

transportation, overtime expenses, computer assisted legal research, photocopying, airfare, meals

and lodging.

13. During the ninety (90) days prior to the Petition Date, on June 22, 2012, PwC

received from the Debtor an initial advance retainer of$75,000 (the "Retainer"). $13,500 of the

Retainer was drawn by PwC to pay fees incurred in providing services to the Debtor in

contemplation of, and in connection with, prepetition financial advisory activities. As of the

Petition Date, the Retainer was $61,500.

14. Due to the ordinary course and unavoidable reconciliation of fees and submission

of expenses immediately prior to, and subsequent to, the Petition Date, PwC has incurred

unbilled fees and reimbursable expenses which relate to the prepetition period. PwC seeks to

apply the Retainer to these amounts and any further prepetition fees and expenses PwC becomes

aware of during its ordinary course billing review and reconciliation. Upon the proposed

applications of the Retainer, the Debtor would not owe PwC any sums for pre-petition services.

15. The PwC professionals providing the financial advisory services will consult with

internal PwC bankruptcy retention and billing advisors (the "PwC Retention Advisors") to

01:12258158.4 6

ensure compliance with the requirements of the Bankruptcy Code, as well as decrease the overall

fees associated with the administrative aspects ofPwC's engagement. The services provided by

these PwC Retention Advisors shall include, but are not limited to, assistance with the

bankruptcy retention documents; assistance with the disinterestedness disclosures; assistance

with completion of the requisite fee applications; and assistance with compliance with applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the guidelines of the

U.S. Trustee, and the orders of this Court. Due to the specialized nature of these services, and

consistency between bankruptcy venues, specific billing rates have been established for these

PwC Retention Advisors. 5

16. Notwithstanding anything to the contrary in the Engagement Letter.PwC intends

to apply for compensation for professional services rendered and reimbursement of expenses

incurred in connection with the Debtor's Chapter 11 case on an hourly basis, subject to Court

approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy

Rules, the Local Rules, the U.S. Trustee Guidelines and any other applicable procedures or

orders of the Court. However, it is not the general practice ofPwC professionals to keep detailed

time records (i.e., increments of one-tenth of an hour (six minutes)) similar to those customarily

kept by attorneys compensated through the Bankruptcy Court. PwC professionals' customary

practice provides a description of the services rendered and the amount of time spent on each

date in rendering services on behalf of their clients rather than breaking it into separate tasks

throughout each date.

17. PwC will file interim and final fee applications for the allowance of compensation

for services rendered and reimbursement of expenses incurred in accordance with applicable

provisions ofthe Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the guidelines of the

5 The rate per hour for these PwC Retention Advisors by level of experience will be as follows: Partner: $790; Director: $550; Manager: $400; Senior Associate: $290; Associate: $225 and Paraprofessional: $125- $150. These

Ol:ll2SSI5i.!fs are subject to periodic adjustments. 7

U.S. Trustee, and any applicable orders of this Court. PwC will keep time records, and include

these records as an exhibit to each fee application, which shall set forth a description of the

services rendered by each professional and the amount of time spent on each date, in half-hour

(0.5) increments, by each such individual in rendering services on behalf of the Debtor. I believe

that these time descriptions still provide the ability to review the time entries and evaluate the

services provided by our professionals. Accordingly, to the extent necessary based on the

foregoing, PwC respectfully requests that the information requirements set forth in Local Rule

2016-2(d) be modified and waived, to the extent necessary.

PwC's Disinterestedness

18. In connection with the preparation of this Declaration, PwC professionals

conducted a review of their contacts with the Debtor and certain entities holding claims against

or interests in the Debtor and parties otherwise involved in the chapter 11 case that were

reasonably known to PwC (the "Interested Parties"). PwC's review, completed under my

supervision, consisted of a query of the Interested Parties within an internal computer database

containing names of individuals and entities that are present or recent former clients of PwC.

PwC is continuing to review the Interested Parties and based upon its review as of this date, PwC

has determined that it does not represent any party in these proceedings with a material adverse

interest with respect to the Debtor. A summary of such relationships that PwC identified during

this process is set forth on Appendix 1 to this Declaration.

19. PwC confirms it is not providing and will not provide services to any of the

clients that are listed on Appendix 1 that are adverse to the Debtor or related to issues connected

to the Debtor's bankruptcy. Further, PwC is not providing and will not provide services to the

Debtor that would be adverse to any of the entities listed on Appendix 1. Despite the size or

significance of the relationships with the entities listed on Appendix 1, none of those

01:12258158.4 8

relationships will compromise in any way PwC's ability to serve as the Debtor's financial

advisor.

20. PwC has provided and likely will continue to provide services umelated to the

Debtor's case for the various entities shown on Appendix 1. Our assistance to these parties has

been primarily related to auditing, tax, and/or other consulting services. To the best of my

knowledge, no services have been provided to these creditors or other parties in interest, which

could impact their rights in the Debtor's chapter 11 case, nor does PwC's involvement in the

chapter 11 case compromise its ability to continue such auditing, tax and/or consulting services.

21. Further, as part of its diverse practice, PwC appears in numerous cases,

proceedings and transactions that involve many different professionals, including attorneys,

accountants and financial consultants, who may represent claimants and parties-in-interest in the

Debtor's chapter 11 case. In addition, PwC has performed in the past, and may perform in the

future, audit, tax and consulting services for various attorneys and law firms in the legal

community, and has been represented by several attorneys and law firms in the legal community,

some of whom may be involved in the chapter 11 case. In addition, PwC has in the past, may

currently and will likely in the future be working with or against other professionals involved in

this case in matters umelated to the Debtor and the chapter 11 case. Based on our current

knowledge of the professionals involved, and to the best of my knowledge, none of these

business relationships create interests materially adverse to the Debtor herein in matters upon

which PwC is to be employed, and none are in connection with this case.

22. Despite the efforts described above to identify and disclose PwC's connections

with Interested Parties, PwC is unable to state with certainty that every client relationship or

other connection has been disclosed. In this regard, if PwC discovers additional information that

requires disclosure, PwC will file a supplemental disclosure with the Court as promptly as

01:12258158.4 9

possible.

23. Additionally, in connection with each of its engagements, PwC may use employees

from its U.S. and non-U.S. subsidiary affiliates, depending on the needs of the engagement PwC

may also utilize third-party contractors or subcontractors (each, an "Independent Contractor") in

this chapter 11 case. IfPwC utilizes such Independent Contractors, then (a) PwC will file, and

require the Independent Contractor to file, declarations indicating that the Independent

Contractor has reviewed the list of the Interested Parties in this case, disclosing the Independent

Contractor's relationships, if any, with the Interested Parties, and indicating that the Independent

Contractor is disinterested, (b) the Independent Contractor will remain disinterested during the

time that PwC is involved in providing services on behalf of the Debtor, and (c) the Independent

Contractor will represent that he/she will not work for the Debtor or other parties in interest in

this chapter 11 case during the time PwC is involved in providing services to the Debtor. Also, it

is PwC's standard practice is to charge for an Independent Contractor's services at the rate PwC

pays the Independent Contractor for such services.

24. PwC does not believe it is a "creditor" with respect to fees and expenses ofthe

Debtor within the meaning of§ 101(10) of the Bankruptcy Code.

25. Further, to the best of my knowledge and except as set forth in this Declaration,

PwC does not have any connection to the Debtor's attorneys, the U.S. Trustee, or any judge in

the United States Bankruptcy Court for the District of Delaware.

26. As such, to the best of my knowledge, if engaged PwC will be a "disinterested

person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by

section 1107(b) ofthe Bankruptcy Code, in that PwC:

a. is not a creditor, equity security holder, or insider of the Debtor;

01:12258158.4 10

b. is not and was not, within two years before the date of the filing of the Debtor's chapter 11 case, a director, officer, or employee ofthe Debtor; and

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

27. In addition, to the best of my knowledge and based upon the results ofthe

relationship search described above and disclosed herein, PwC neither holds nor represents any

interest adverse to the Debtor within the meaning of section 327(a) ofthe Bankruptcy Code.

28. It is PwC's policy and intent to update and expand its ongoing relationship search

for additional parties in interest in an expedient manner. If any new material facts or

relationships are discovered or arise, PwC will promptly file a supplemental declaration pursuant

to Bankruptcy Ru1e 2014(a)

Pursuant to 28 U.S.C. § 1746, I declare un

and correct.

Date: July 9, 2012

01:12258158.3 11

APPENDIX 1 TO DECLARATION OF DANIEL WILLIAMS

In addition to the work performed for the Debtor, PwC: (a) currently performs or

has previously performed services as described in the Williams Declaration in matters umelated

to the chapter 11 case, to the individuals or entities disclosed in this Appendix 1; or (b) has other

relationships with such entities, such as banking relationships. Out of an abundance of caution,

where it is unclear whether a party in interest is the same entity or affiliated with an entity that is

or was represented by PwC, such parties in interest are listed below.

RELATIONSHIPS KNOWN AS OF JULY 2, 2012:

Professionals Foley & Lardner LLP Crowe Horwath

Vendors, Service Providers I Other Parties in Interest Acushnet Company Aggreko LLC American Express AT&T Mobility Bankserv Bridgestone Golf, Inc. Callaway Golf Century link Cigna - Great West Health Comcast Cable CSC Corporate Svc. Co. Delta Dental Ecolab, Inc. HD Supply Facilities Maint. Toyota Financial Services

In the Swim Integrated Technology K2 Corporation Lawson Products, Inc. Level 3 Communications Marmot Mountain LLC

01:12258158.4

McMaster-Carr Supply Co. Nike USA, Inc. Oakley, Inc. Office Depot, Inc. Philadelphia Insurance Co. Ping, Inc. Pitney Bowes Global Fin. Polo Ralph Lauren Sage Software Inc. Source gas Taylor Made Inc. TCF Equipment Finance Textron Financial Corp. United Parcel Service US Bank W.W. Grainger Waste Management Greenberg Traurig John Deere John Deere Credit Ford Motor Credit

EXHIBITC

Engagement Letter

01:12258158.4

pwc

PRIVILEGED AND CONFIDENTIAL

June 21, 2012

Mr. Christopher Celentino Foley & Lardner LLP 402 West Broadway, Suite 2100

San Diego, CA 92101

Mr. Dan Fitchett, CEO Cordillera Golf Club, LLC 0097 Main Street, Ste E 202

Edwards CO, 81632

Dear Gentlemen:

PricewaterhouseCoope~:s LLP One North Wacker Chicago, IL 6o6o6 Telephone (312) 298 2000 Facsimile (312) 298 2001

This agreement confirms the parties' understanding of the terms of engagement betvveen PricewaterhouseCoopers LLP, a Delaware limited liability partnership ("PwC" or '\ve") and Foley & Lardner LLP ("Counsel") to perform the advisory services tlescribed below (the "Services") in connection with Counsel's provision oflegal advice to Cordillera Golf Club, LLC ("Client").

Services

PwC will petform the folloV~>'ing advisory Services in connection v,rith Client's contemplated proceeding under Chapter 111 of the U.S Bankruptcy Code (the "Bankruptcy").

Restructuring Advisory Services

PwC's Services may include the following restructuring advisory Services:

" Evaluate strategic alternatives including restructuring options, capital raising, sale of assets, etc.;

• Advice and assistance with Client's development of cash flow projections and business restructuring plans, including related financial forecasts; and sensitivity analyses relating to Client's forecasts and assumptions;

• Advice and analyses relating to any proposed asset sales and other proposed transactions in V•.rhich Client seeks Comt approval;

• Advise Client in connection with its negotiations ·with:

a lenders regarding debtor~iwpossession and exit financing facilities and

-pwc

o key vendors regarding post-petition shipments and critical vendor payments and assistance in the preparation thereof;

" Testifying as a "fact or percipient witness" in Client's bankruptcy court proceedings based on PwC's direct knowledge of the estate arising from or relating to the Services performed;

• Advise the Client on tactics and strategies for negotiating with the stakeholders; and

" Provide other general restructuring advice as requested.

Other Restructuring Services

" PwC >\>'ill provide advice and assistance to Client in connection with Client's accumulation of data and preparation of various schedules, operating reports, account analyses, and reconciliations, including reconciliations of claims, bankruptcy petitions, the plan of reorganization and other reports required by the bankruptcy court, bankruptcy schedules and statements of financial affairs, monthly operating reports and such other documentation that is customarily issued by a debtor. If requested by Client, PwC will accumulate data and prepare certain schedules and reports based upon Client's instructions, however, Client is responsible for the procedures and methods used to accumulate data and prepare all schedules, analyses and reconciliations. These Services will be based upon information provided by Client. The resulting materials prepared by PwC will be reviewed and approved by the member of Client's management team responsible for the information and its 11se; and

" General advice around golf course industry metrics and operations.

Forensic Accounting; & Advisory Services

In connection vlith litigation specifically identified by Client, if requested, PwC's Services may include the follo>ving forensics accounting and advisory Services:

.. Forensics accounting assistance, as needed, relating to financial records of Client or any other party;

" Consulting assistance relating to any litigation matters as requested; and

• Provide other forensic accounting and advisory Services as requested.

PwC's observations and advice on accounting and financial reporting matters do not represent PwC's concurrence, conclusion or opinion. Client should consult with its independent auditors on the application of accounting principles. Any observations PwC makes on what may be the views of the staff of the Securities and Exchange Commission or the independent auditors may be without any prior discussion with the staff of the Securities and Exchange Commission or the independent auditors and may not reflect their actual views.

2

pwc

Deliverables

PwC's reporting to Counsel and Client >viii include oral advice and various written outlines, executive summaries, presentations, memoranda, analysis of issues, and schedules prepared in connection with the engagement as requested (collectively, "Deliverables").

Counsel and Client will own all Deliverables prepared for and delivered by PwC under this agreement and PwC 'IVill own its working papers, preexisting materials and software, as well as any general skills, lmow-how, processes or other intellectual property (including a non-Client specific vetsion of any Deliverables) which PwC may have discovered or created as a result of the Services ("PwC Materials"). Counsel and Client have a nonexclusive, non-transferable license to use any PwC Materials included in the Deliverables for their own internal use as part ofthose Deliverables. Preliminary advice and draft Deliverables are works in progress and neither Counsel nor Client should rely on these until PwC confirms its advice or provides Counsel and Client with a final Deliverable.

In addition to Deliverables, P;vC may develop spreadsheets, electronic materials, software, databases and other tools to assist it with an engagement. If PwC makes these available to Counsel and/or Client, they are provided "as is" and Counsel's and Client's use of these materials is at their own risk.

Use ofDeliverables

PwC is providing the Services and Deliverables solely for Counsel's and Client's internal use and benefit. The Services and Deliverables are not for a third party's use, benefit or reliance and PwC disclaims any contractual or other responsibility or duty of care to others based upon the Services or Deliverables. Except as described below, Counsel and Client shall not discuss the Services with or disclose Deliverables to any third party, or otherwise disclose the Services or Deliverables without PwC's prior written consent. The Services and DeHverables, including any oral advice or comments, should not be associated with,.referred to or quoted in any manner in any financial statements or any offering memorandum, prospectus, registration statement, public filing, loan or other agreements.

Counsel and Client may disclose Deliverables to or discuss information relating to the Services with Client's third party professional adv'isors (including accountants, auditors, attorneys, financial and other advisors) which are acting solely for Client's benefit and on Client's behalf and whieh have a need to lmow such information in order to provide adviee or services to Client, provided that such advisors agree: (i) that PwC did not pelform the Services or prepare Deliverables for such advisors' use, benefit or reliance and PwC assumes no duty, liability or responsibility to such advisors, and (ii) to not disclose the Services or Deliverables to any other party without PwC's prior written consent. Third party professional advisors do not include any parties that are providing or may provide insurance, financing, capital in any form, a fairness opinion, or selling or underwriting securities in connection vvith any transaction that is the subject of the Services or any counterparty to an anticipated transaction or dispute or any parties which have or may obtain a financial interest in Client or an anticipated transaction. If the Deliverables are to be distributed to or information relating to the Services discussed with any third party (other than Client's professional advisors), Counsel and Client shall first obtain PwC's consent, and an executed third party access letter in P•vC's standard form.

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PwC is performing the Services at the direction of Counsel, and in performing the Services, PwC may communicate or interact with Client's officers, directors, employees, representatives, agents or advisors and others.

Client or PwC may disclose the Services or Deliverables to the extent required by law (including bankruptcy law), rule, regulation or professional standards, or as compelled by legal process, provided that (other than for disclosures to routine supervisory examinations by regulatory authorities v.ith jurisdiction) the disclosing party provides the other party with prompt written notice of a request to disclose such information (so long as such notice is not prohibited by law), so that the other party may, at its option, object to and/or seek an appropriate protective order.

Counsel and Client may disclose any materials that do not contain P1,vC's name or other information that could identify PwC as the source Ceither because PwC provided a Deliverable without identifying information or because Counsel or Client subsequently removed it) to any third party if Counsel or Client (as applicable) first accepts and represents them as its o>vn and makes no reference to PwC in connection vrith such materials.

PwC's Responsibilities

PwC's role is advisory only. PwC performs advisory Services in accordance with the American Institute of Certified Public. Accountants {''AI CPA") Standards for Consulting Serviees. PwC performs tax Services in accordanee with AICP A Statements on Standards for Tax Services. PwC performs accounting advisory Services for non-audit clients in accordance with the AI CPA Standards for Reports on the Application of Accounting Principles. PwC performs valuation Services which represent an estimate of value in accordance v.ith the AICPA Statement on Standards for Valuation Services ("Valuation Standards"),

PwC performs the Services on the basis that information provided is accurate and complete. PwC v..illnot provide an audit, accounting, tax or attest opinion or other form of assurance. PwC will not audit or verify any information provided to it. The Services cannot provide assurance that matters of significance to Counsel or Client will be disclosed and the Services are not intended or likely to reveal fraud or misrepresentation. The Services and Deliverables do not include the provision oflegal or investment advice; afairness or solvency opinion or a recommendation to purchase, sell, or transfer an interest in an entity or any securities or assets. PwC is not a registered broker/ dealer or investment advisor as defined by federal securities laws and will not perform broker/dealer or investment advisor services.

Counsel's and. Client's Responsibilities

Client is responsible for all management functions and decisions relating to the Services. Counsel and Client are responsible for evaluating and accepting the adequacy of the scope of Services in addressing their needs. Counsel and Client are responsible for the results achieved from using the Services or Deliverables. Counsel and Client will designate competent members of management to oversee the Services. Counsel and Client will proyjde accurate and complete information, and reasonable assistance, and PwC will perform the Services on that basis. It is Client's responsibility to establish and maintab its internal controls.

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Client is responsible for the preparation of its financial statements and any proposed acquisition, investment, transfer, disposal or divestment including the process of conducting and sh-ucturing any transaction, setting the price, making decisions to purchase, sell or transfer an interest in an entity or any secmities or assets and the information provided to third parties in connection therewith.

PwC understands that Counsel and CUent may seek to assert attorney-client privilege or apply the attorney work product doctrine to the Services and Deliverables. PwC makes no representation as to whether the privilege or doctrine will apply, as the application of privilege or doctrine are legal questions. Counsel and Client are solely responsible for determining whether or not the attorneyclient privilege, attomey work product doctrine or other privilege may apply and Counsel and Client are solely responsible for managing the establishment and maintenance of any such privilege or protection.

Client hereby undertakes to hold PwC harmless from and be responsible forany expenses (including attorneys fees, court costs, costs incurred by outside advisors, and any other costs imposed whether byway of a penalty or othervvise) incurred byPwC as a result of Counsel andjor Client's assertion of the privilege or their direction of PwC to assert the privilege on their behalf.

Client is responsible for the pteparation of its bankmptcy petitions and plan of reorganization. Client is also responsible for the development or restatement of any pmspective financial information and cash flows ("PFI") and for making any assumptions or projections relating to Client's PFI. PwC will not make any predictions or provide any opinion or other assurance with respect to PFI. Any Senices performed by PwC in connection with PFI are solely to assist Client to fulfil its responsibilities. As events and circumstances frequently do not occur as expected, there may be material differences between PFI and actual results. PwC disclaims responsibility and liability for PFI and any results achieved.

If Client engages a third party to act as its Chief Restructming Officer ("CRO"), the parties understand and agree that the CRO has the requisite authority to act on behalf of and as a fiduciary agent of Client and to direct the reorganization process and PwC's Services. PwC may discuss the Services and share information with Client's management and/or the CRO jointly or separately. It is Client's management's and the CRO's responsibility to share any information received from PwC with each other. PwC is not responsible or liable for any communication 'v:ith Client's management and/or the CRO that is not communicated to the other.

Confidentiality

"Confidential Information" means non-public information marked "confidential" or ''proprietary" or that othervvise should be understood by a reasonable person to be confidential in nature, provided by a party or on its behalf. All terms of this agreement, including but not limited to fee and expense structure, are considered Confidential Information. Confidential Information does not include any information which (i) is rightfully known to the recipient prior to its disclosure; (ii) is released to any other person or entity (including governmental agencies) without restriction; (iii) is independently developed by recipient without use of or reliance on Confidential Information; or (iv) is or later beeomes publicly available without violation of this agreement or may be la~~;fully obtained by a party from a non-party. Each party will protect the confidentiality of Confidential Information that it receives and the parties will not use or disclose any Confidential Information for any purpose otl1er than to perform this agreement, or as required by applicable law, statute, rule, regulation or

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professional standard, including V\rtthout limitation bankruptcy la\vs and related rules, without the other patties' prior consent If disclosure is required by law, statute, rule, or regulation (including any subpoena or other similar form of process), or by professional standards, the party to which the request for disclosure is made shall (other than in connection \'lith routine supervisory examinations by regulatory authorities with jurisdiction and without breaching any legal or regulatory requirement) prm'ide the other parties with prior ptompt written notice thereof and, if practicable under the circumstances, allow the other parties to seek a restraining order or other appropriate relief.

Tax Services

Notwithstanding any provisions to the contrary in this agreement, Counsel and Client have no obligation of confidentiality ·with respect to any portion of any materials, advice or Deliverables to the extent that they concern the tax structure or tax treatment of any transaction, If Counsel or Client makes a disclosure pursuant to this paragraph, Counsel and Client ·will only disclose information directly related to the tax structure or tax treatment of the transaction and Counsel or Client will (a) provide PwC with the name of the person to whom the disclosure was made and a description of the information and materials disclosed; (b) notifY such person that they may not rely upon such information and that PwC has no obligation, duty, liability or responsibility to such person; and (c) use commercially reasonable efforts to obtain an executed third party access letter from such person, as determined by PwC, other than Client's professional advisors as provided for above.

Unless agreed in writing that PwC will provide a Covered Opinion, as defined in U.S. Treasury Circular 230 ("Circular 230"), any written tax-related ad\rtce in connection with the Services \<\'ill be Otl1er Written Advice, as defined in Circular 230. PwC's Other Written Advice is not intended to be used to avoid tax penalties and it must not be used to avoid tax penalties.

Relationships with Other Parties

This is a non-exclusive agreement and, subject to PwC's confidentiality obligations, PwC and the Other PwC Firms (defined below) are not prevented or restricted from providing services to other clients. Counsel and Client each consent to PwC and the Other PwC Firms providing these services.

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Timing, Fees and R'Lpenses

The fees are based on the time required to complete the engagement Individual hourly rates vary according to the experience and skill required. The fees for the Services will be based on the following agreed upon hourly rates, which will be revised from time to time. Adjusted rates will be reflected in billings;

Personnel Hourly Billing Rate Partner $670-$790 Director $535- $s8o Manager i $410-$450 Senior Associate $325-$375 Associate $270-$315 Secretarial $75-$125

A $75,000 retainer is requested to begin the Services. Actual charges will be applied against the retainer. Thereafter, PwC will render invokes on a regular basis.

PwC will also bill Client for out-of-pocket expenses, any applicable sales, use or value added tax, and PwC's internal per-ticket charges for booking travel.

Amounts billed for services performed by PwC and the PwC Firm Subcontractors (defined below) sha1l be considered fees and not CJ,.'))enses and will be billed at rates determined by PwC based upon experience, skill and other factors or as otherwise agreed by the parties.

Unless otherwise agreed by the parties, PwC w:ill invoice Client on a regular basis and Client shall pay each invoice within 15 days after the invoice date. All invoices ,-vjl] be addressed to and payable by Client.

PwC's hourly fees are not contingent upon the consummation of a transaction, or any aspects of the Services and/or Deliverables.

PwC acknowledges that payment of the fees and expenses shall be subject to the jurisdiction and approval of the bankruptcy court, any order approving PwC's retention, and any requirements governing interim and final fee applications.

Notwithstanding that this agreement is also addressed to Counsel, PwC and Client each acknowledge and agree that neither Counsel nor any of its partners, employees, .officers, affiliates, agents and representatives (collectively "Firm") shall be responsible for the payment of PvtC's costs and fees in regard to Services or Deliverables provided by PwC, Other PwC Finns, PwC Firm Subcontractors or any of their respective agents or subcontractors in regard to this engagement or any other matters the Firm is handling for Client; PwC shall seek payment of its costs and fees solely from Client and not the Firm, even if the Firnnnay, from time to time, advanee such costs and/or fees.

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Limitations of Liability

PwC is the U.S. firm of the global network of separate and independent PricewaterhouseCoopers firms (exclusive of PwC, the "Other PwC Firms"). During its performance of the Services, PwC may, in its discretion, draw on the resources of andjor subcontract to its subsidiaries and to the Other PwC Firms (each a ''PwC Firm Subcontractor") and/or third pmty contractors and subcontractors, in each case 'Within or outside of the United States. Counsel and Client each agree that PwC may provide information PwC receives in connection with this agreement to the PwC Firm Subcontractors and/or third party contractors and subcontractors to perform the Services and/ or for internal administrative and regulatory compliance purposes. PwC will be solely responsible for the provision of the Services (including those performed by the PwC Firm Subcontractors and any third party contractors and subcontractors) and, the PwC Firm Subcontractors, the third party contractors and subcontractors and theirs and PwC's respective partners, principals or employees (collectively the "Beneficiaries") shall have no liability or obligations arising out of this agreement. Counsel and Client each agree to bring any claim or other legal proceeding of any nature arising from the Services against PwC and not against the Beneficiaries. Client also agrees if any of Client's subsidiaries or affiliates receive or otherwise benefit from the Sen1ces, Client shall ensure that any claims or disputes relating to the Serviees are brought pursuant to the terms of this agreement against PwC and not against the Beneficiaries. PwC disclaims any contractual or other responsibility or duty of care to any other subsidiaries or affiliates and Client agrees to ensure or procure that Client's other subsidiaries and affiliates do not assert any claim or other legal proceeding against PwC or the Beneficiaries. Client assumes responsibility and liability for Client's subsidiaries' and affiliates' compliance with this agreement While PwC is entering into this agreement on its own behalf, this section also is intended for the benefit of the Beneficiaries.

Except to the extent finally determined to have resulted from PwC's gross negligence or intentional misconduct, PwC's aggregate liability for all claims, losses, liabilities or damages in connection >vith this agreement or its subject matter, whether as a result of breach of contract, tort (including negligence) or otherwise, regardless of the themy of liability asserted, is limited to no more than the total amount of fees paid to PwC for the particular Service giving rise to the liability. In addition, PwC ,,.;n not be liable in any event for lost profits, consequential, indirect, punitive, exemplary or special damages. Also, PwC shall have no liability arising from or relating to any third party hardware, software, information or materials selected or supplied by Counsel or Client.

Client shall indemnify PwC and the Beneficiaries and hold them harmless from and against all third party claims, losses, liabilities and damages arising from or relating to the Services or Deliverables, except to the extent finally determined to have resulted from PwC's gross negligence or intentional misconduct relating to the Sen1ces and/or Deliverables.

If the liability limitations and/ or indemnities set forth in this agreement are finally determined to be unavailable, in no event shall PwC's and/or the Beneficiaries' aggregate liability exceed an amount that is proportional to the relative faillt that their conduct bears to all other conduct giving rise to the claims, damages and/or losses.

Termination and Dispute Resolution

Any party to this agreement may terminate the Services without penalty by giving notice to that effect,' PwC may resign from its performance of any Sen1ces which may conflict with law, rule,

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regulation, independence or other professional regulations, standards or guidelines to which PwC conforms. Any provisions of this agreement which expressly or by implication are intended to survive its termination or expiration will survive and continue to bind the parties.

Any unresolved dispute relating in any way to the Services or this agreement shall be resolved by arl1itration. The arbitration will be conducted in accordance with the Rules for Non-Administered Arbitration of the International Institute for Cont1ict Prevention and Resolution ("Rules'') then in effect. The arbitration will be conducted before a panel of three arbitrators selected using the screened process provided in the Rules. The arbitration panel, and not any federal, state or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this agreement. The arbitration panel shall have no power to award non-monetary or equitable relief of any sort. It shall also have no power to award damages inconsistent ·with the Limitation of Liability provisions or any other terms above. Counsel and Client each accept and acknowledge that any demand for arbitration arising from or in connection with the Services must be issued ·within one year from the date Counsel or Client became aware or should reasonably have become aware of the facts that give rise to the alleged liability and, in any event, no later than two years after the cause of action accrued,

This agreement and any dispute relating to the. Services will be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York, without giving effect to any provisions that would require the laws of another jurisdiction to apply.

Other Matters

If PwC performs any Services prior to the parties executing this agreement, this agreement shall be effective as of the date PwC began performing those Services.

PwC is owned by professionals who hold CPA licenses as well as by professionals who are not licensed CPAs. Depending on the nature of the services PwC provides, non-CPA owners may be involved in performing the Services.

If Client files a petition for relief under Chapter 11, Client will promptly apply to the bankruptcy court for authorization to retain PwC pursuant to the terms of this agreement nunc J!IQ tunc to the petition date. Pending approval by the bankruptcy court, PwC shall continue to perform the Services subject to the tem1s of this agreement and file interim and final applications for fees and expenses pursuant to the applicable bankruptcy rules and procedures.

Client agrees PwC may refer to Client's name in experience citations for PwC marketing purposes with other clients and prospective clients and in recruitment materials.

PwC is an independent contractor, not a fiduciary or agent of Counsel or Client, and shall not perform any obligation of Counsel or Client, whether regulatory or contractual, nor shall PwC negotiate on Counsel's or Client's behalf. No party to this agreement may assign or transfer this agreement, or any rights, benefits, obligations, claims or proceeds from claims arising hereunder, without the prior written consent of the other party, and any assignment without such consent shall be void and invalid. If any provision of this agreement is found to be unenforceable, the remainder of this agreement shall be enforced to the extent permitted by law. This agreement supersedes any prior understandings, proposals or agreements concerning the Services and represents the entire

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agreement between the parties with regard to the subject matter hereof. Any changes to this agreement must be agreed in vmting. This agreement may be executed in counterpruis, each of which shall be deemed an original, but all of which taken together shall constitute one single document betvveen the parties. Counterparts may be exchanged by facsimile, or attached as a pdf, jpeg, or similar file type to an email.

If Counsel or Client have any questions about this agreement, please contact Daniel Williams at 312-298-3438. If the Services and terms of this agreement are acceptable, please sign a copy of this agreement below and return .it to the undersigned.

Very truly yours,

PricewaterhouseCoopers LLP

By:

Date:

Daniel Williams Partner

ACCEPTED AND AGREED:

Foley & Lardner LLP

Signature:

Please print name:

Title:

Date:

Mr. Dan Fitchett, CEO Cordillera Golf Club

Signature of client official:

Please print name:

Title:

Date:

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