United States Bankruptcy Court For The District of Colorado: Admitted Pro Hac Vice

Case:12-24882-ABC Doc#:491 Filed:09/26/12
Entered:09/26/12 15:43:52 Page1 of 2
UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO In re: CORDILLERA GOLF CLUB, LLC dba The Club at Cordillera EIN: 27-0331317, Debtor. ) ) ) ) ) ) )
Case No. 12-24882 ABC Chapter 11
SUPPLEMENT TO DEBTOR'S MOTION FOR FINAL ORDER APPROVING DEBTOR-IN-POSSESSION FINANCING, USE OF CASH COLLATERAL AND ADEQUATE PROTECTION The Debtor, Cordillera Golf Club, LLC, dba The Club at Cordillera, Debtor in Possession herein ("Debtor"), by and through its undersigned counsel, hereby submits its Supplement to Motion for Final Order Approving Debtor-in-Possession Financing, Use of Cash Collateral and Adequate Protection as follows: 1. The Debtor filed its Motion for Final Order Approving Debtor-in-Possession Financing, Use of Cash Collateral and Adequate Protection on August 30, 2012 (the "Motion") [Dkt. No. 402]. 2. Attached hereto are clean and blackline copies of the draft DIP Loan Agreement reflecting changes made to the version filed with this Court on September 25, 2012 [Dkt. No. 488]. The agreement is still under review by the Debtor and the Lender but the parties believe it to be in substantially final form.
Dated: Denver, Colorado September 26, 2012
FOLEY & LARDNER LLP /s/ Mikel R. Bistrow Christopher Celentino (CA No. 131688) Mikel Bistrow (CA No. 102978) Dawn A. Messick (CA No. 236941) Admitted Pro Hac Vice 402 West Broadway, Suite 2100 San Diego, California 92101 Telephone: 619-234-6655 Facsimile: 619-234-3510 Email: ccelentino@foley.com Email: mbistrow@foley.com Email: dmessick@foley.com Counsel for Debtor and Debtor in Possession -and-
4853-0318-9008.1
Case:12-24882-ABC Doc#:491 Filed:09/26/12
Entered:09/26/12 15:43:52 Page2 of 2
SENDER & WASSERMAN, P.C. Harvey Sender (CO No. 7546) 1660 Lincoln Street, Sutie 2200 Denver, CO 80264 Telephone: 303-296-1999 Facsimile: 303-296-7600 Email: sender@sendwass.com Counsel for Debtor and Debtor in Possession
2
4853-0318-9008.1
Case:12-24882-ABC Doc#:491-1 Filed:09/26/12

DRAFT 9/2526/12 SUBJECT TO FURTHER REVIEW AND REVISION
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DEBTOR-IN-POSSESSION LOAN AGREEMENT This DEBTOR-IN-POSSESSION LOAN AGREEMENT (this Agreement) is entered into as of September__, 2012 by and between debtor and a debtor-in-possession Cordillera Golf Club, LLC, a Delaware limited liability company d/b/a The Club at Cordillera (the Borrower), and Alpine Bank, a Colorado banking corporation (the Lender). Capitalized terms utilized herein shall have the meanings ascribed to such terms in Section 1.1 of this Agreement unless otherwise specified herein. Each of the Lender and the Borrower may be referred to as a Party and collectively as the Parties. RECITALS WHEREAS, on June 26, 2012 (Petition Date), the Borrower filed a voluntary petition under the Bankruptcy Code (as hereinafter defined) in the United States Bankruptcy Court for the District of Delaware (and since transferred to the United States Bankruptcy Court for the District of Colorado) commencing the Proceeding (as hereinafter defined). The Borrower has remained in the possession of its assets and has continued in the management and operation of its business as a debtor in possession in accordance with Sections 1107(a) and 1108 of the Bankruptcy Code; WHEREAS, as of the Petition Date, the Borrower is the owner and operator of The Club at Cordillera (the Club) located in Eagle County, Colorado, consisting of three 18-hole golf courses and a short course (collectively the Golf Courses); 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; WHEREAS, in order to provide liquidity for the Borrower in the Proceeding and to facilitate a Capital Event, the Borrower has requested that the Lender provide a final debtor-in-possession financing facility (the Final DIP Loan) to the Borrower (i) to repay in full all amounts outstanding under or with respect to the Interim DIP Loan (as hereinafter defined), and (ii) to provide ongoing working capital funds that the Borrower requires, in accordance with the terms of the Budget (defined below) and the terms herein and in the Final Order (as hereinafter defined), to pay the Borrowers ongoing and budgeted operating expenses including but not limited to maintenance, upkeep and winterization of the golf courses; WHEREAS, the Lender has indicated a willingness to extend financing to the Borrower upon such terms and conditions upon the entry of the Final Order; WHEREAS, the Borrower and the Lender shall use its reasonable efforts to have the Bankruptcy Court enter the Final Order pursuant to which the Lender shall make the Final DIP Loan available to the Borrower, subject to the terms, provisions and conditions of this Agreement and the Final Order. NOW, THEREFORE, in consideration of these premises and of the mutual undertakings set forth herein, the parties hereto agree to as follows: ARTICLE 1 DEFINITIONS 1.1 Terms. As used in this Agreement, the following terms shall have the following meanings: Advance means each advance of funds to or for the benefit of the Borrower under the Final DIP Loan. Agreement means this Debtor-In-Possession Loan Agreement, as amended, modified, revised or restated from time to time as provided in the Final Order. 9279497 1

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Applicable Law means all federal, state and local laws, ordinances, rules and regulations, including the terms and conditions of any entitlements, zoning or other land use regulations and rules and regulations of any legislative or quasi-legislative body, agency, commission, special district, judicial, quasi-judicial or other political subdivision having jurisdiction over the Club. Applicable Rate shall mean the non-default rate for the Final DIP Loan as more fully set forth in Section 2.3 below. Assets means all real property including all water rights and all personal property of the Borrower, including but not limited to, the Club, whether now owned or existing, or hereafter acquired or arising, and wherever located, and whether owned before or after the Petition Date, including all of the following assets, properties and interests in property of the Borrower: all furniture, fixtures, equipment, inventory, accounts receivable, general intangibles, contracts and contract rights, permits, licenses, entitlements, all Declarant Rights (defined below), Borrowers Books (defined below) and all goods, instruments, investment property, letter of credit rights, chattel paper, commercial tort claims, and all proceeds from the disposition thereof, together with all dues, assessments, fees or other charges payable to the Borrower by or on account of all Club memberships for all categories and all privileges with respect to all Golf Courses properties and facilities now or hereafter owned by the Borrower, including, but not limited to, memberships, issued pursuant to that certain membership plan for The Club at Cordillera Amended and Restated November 30, 2007, and any amendments, modifications, supplements or restatements thereof and all revenues, whether in the form of a lump sum payment or any installments or on any other credit terms from the sale, exchange or upgrade of Memberships, less all refund payments paid or payable in connection with the sale, exchange or upgrade of any memberships now existing or hereafter issued, together with all assets of Borrower which hereafter come into the possession, custody, or control of the Lender; and all proceeds and products, whether tangible or intangible, including proceeds of insurance covering any or all of the foregoing, and any and all tangible or intangible property resulting from the sale, lease, license or other disposition of the foregoing, or any portion thereof or interest therein, and all proceeds thereof; and all other property of the Borrowers estate in the Proceeding or otherwise. Authorized Officer means any officer or other representative of the Borrower authorized to transact business with the Lender. The Lenders reasonable determination of apparent authority made without further inquiry shall be sufficient for the Lender to rely upon such officer or other representative holding himself or herself out to be an Authorized Officer. The Borrower in its discretion may provide to the Lender a list of those officers or other representatives who shall be the sole Authorized Officers, which list may be amended from time to time. Automatic Stay means the automatic stay imposed under Section 362(a) of the Bankruptcy Code. Bankruptcy Code means Title 11 of the United States Code (i.e., 11 U.S.C. 101, et seq.). Bankruptcy Court means the United States Bankruptcy Court for the District of Colorado. Benchmarks shall have the meaning set forth in Section 5.1 below. Borrowers Books means all of the Borrowers books and records in paper, electronic or any other format, including all of the following: ledgers; records indicating, summarizing, or evidencing the Borrowers assets or liabilities; all information relating to the Borrowers business operations or financial condition; and all computer programs, disk or tape files, printouts, runs, or other computer-prepared information.
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"Borrower Retainer Account" means a demand deposit account in the name of the Borrower to be opened and maintained with the Lender, from which the Borrower shall be authorized to make withdrawal to pay Professional Fees in accordance with the terms of this Agreement. Borrowing Request means a request to be delivered by the Borrower to the Lender in form and substance satisfactory to the Lender pursuant to which the Borrower shall request Advances. Budget means a cash revenue and expense budget for the operation and maintenance of the Assets including the Club and conduct of the Proceeding until January 31, 2013,December 28, 2012, compiled by week and showing the weekly and cumulative expenses, revenues, Cash Shortfall and Advance needs and otherwise in form and substance satisfactory to the Lender in its sole discretion and that has been approved in writing by the Lender. The approved initial Budget is attached to the Final Order. Business Day means any day that is not a Saturday, Sunday, legal holiday or other day on which banks in the State of Colorado are authorized or required to close. Cash means U.S. dollar currency or immediately available wired U.S. funds. Cash Collateral shall mean cash or other cash equivalents as more fully set forth in Section 363(a) of the Bankruptcy Code. Capital Event means, whether effected by motion or by a plan of reorganization or liquidation, a (a) sale of any material portion of the Assets of the Borrower (including without limitation, the sale of one or more of the Golf Courses), including, without limitation, the Sale, (b) an equity investment in, or the purchase of an equity interest of, the Borrower or a successor entity under a plan (including, without limitation, the issuance and purchase of (i) warrants to acquire any such equity interest, or (ii) debt convertible into any such equity interest), or (c) the incurrence by the Borrower of any debtor-in-possession or reorganization financing from any source other than Lender; provided, that (x) the incurrence in the ordinary course of business of trade or similar debt or debt that is secured by a Permitted Encumbrance, or (y) equity investments by any existing direct or indirect equity holder of the Borrower made during the course of the Proceeding to fund working capital shortfalls shall not be deemed to be a Capital Event. Capital Event Pleadings means the motions, plan of reorganization or liquidation, or other court filings by which approval and implementation of a Capital Event is sought and effected. Cash Collateral Order means the interim Order (A) Authorizing Debtors Use of Cash Collateral, (B) Granting Adequate Protection, and (C) Scheduling Final Hearing Pursuant to Bankruptcy Rule 4001, dated June 27, 2012 (as amended). Closing shall have the meaning set forth in Article 11 below. Closing Date shall have the meaning set forth in Article 11 below. Committee means the official committee of unsecured creditors and any other committee formed, appointed, or approved in or in connection with the Proceeding and each of such committees shall be referred to herein as a Committee. "Committee Retainer Account means the attorney trust account of Munsch Hardt Kopf & Harr
P.C.
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Confidentiality Agreement means the Confidentiality and Non-Disclosure Agreement to be signed by Borrower and Lender as required under Sections 5.31a, 8.1(i); 8.1 (ii), 8.1 (iii) and Sections 8.5 c and d of this Agreement. Correction Documents shall have the meaning set forth in Section 13.18 below. Daily Balance means the amount owned on the Post-Petition Obligations at the end of a given Business Day. Declarant Rights means all those rights, titles, interests, benefits and obligations described in that certain Assignment of Declarant Rights recorded June 29, 2009, as Reception No. 200912622 of the Real Estate Records of Eagle County, Colorado. Default means any event or occurrence or set of facts which could constitute an Event of Default with the passage of time or the giving of notice. Default Rate shall have the meaning set forth in Section 2.3 below. DIP Collateral shall have the meaning set forth in Section 4.1 below. DIP Liens shall have the meaning set forth in Section 4.1 below. DIP Loan Documents means shall mean, collectively, this Agreement, the Final Order and all notes, deeds of trust, mortgages, security agreements, financing statements certificates, instruments and other documents now or at any time hereafter executed and/or delivered by the Borrower in connection with this Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced Dispute shall have the meaning set forth in Section 10.4 below. Event of Default means any event specified in Section 7.1 below. F&B means Cordillera F&B, LLC, a Delaware limited liability company. Final DIP Loan means the debtor-in-possession facility to be made available by the Lender to the Borrower in accordance with this Agreement and the Final Order, not to exceed the Maximum Amount. Final Order means the order of the Bankruptcy Court entered in the Proceeding after a final hearing under Rule 4001(c)(2) of the Federal Rules of Bankruptcy Procedure or such other procedures as approved by the Bankruptcy Court which order shall be in form and substance satisfactory to the Lender in the Lenders sole discretion, and from which no appeal or motion to reconsider has been timely filed by any Committee or other Person, or, if timely filed, such appeal or motion to reconsider has been dismissed or denied (unless the Lender waives such requirement), together with all extensions, modifications and amendments thereto, which, among other matters but not by way of limitation, authorizes the Borrower to obtain credit from, incur indebtedness to Lender, and grant for the use and benefit of the Lender, priming, first priority DIP Liens under this Agreement and the other DIP Loan Documents, as the case may be, and provides for the superpriority administrative expense status of the Post-Petition Obligations. Forbearance shall have the meaning set forth in Section 6.2 below. Governmental Authority means any United States federal, state or local or any foreign government, governmental regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body of competent jurisdiction. 9279497 4

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Interim DIP Loan means the loan made by the Lender to the Borrower under the Interim Order. Interim Order means the order of the Bankruptcy Court entered in the Proceeding pursuant to 11 U.S.C. 105, 361, 362, 363(c), 364(c), 364(d) and 364 (e) and Fed. R. Bankr. P. 2002, 4001 and 9014(i) Granting Security Interests and Super-priority Administrative Expense Claims and (iii) Authorizing the Use of Cash Collateral as Provided Herein, Dkt. #270, as extended by the Order granting the Debtor's Motion to (a) Extend and Increase Interim Financing and (B) Extend Use of Cash Collateral Under the Terms of the Prior Order, Dkt. #393, and as further extended by the Order (A) Further Extending and Increasing Interim Financing and (B) Further Extending Use of Cash Collateral Under the Terms of the Prior Order, Dkt. #457. Lender Released Parties shall have the meaning set forth in Section 10.2 below. Loans means the Pre-Petition Loan and the Final DIP Loan. Loan Documents means the Pre-Petition Loan Documentation and the DIP Loan Documents. Material Adverse Change means a material adverse change in (a) the Borrowers ability to pay or perform its Obligations in accordance with the terms of the DIP Loan Documents, or (b) the validity or enforceability of the Final Order or any of the other DIP Loan Documents, or (c) the rights and remedies of Lender under the Final Order and the other Final DIP Loan Documents. Maturity Date means the date that is the earliest to occur of: (i) the effectiveness, closing or other consummation of a Capital Event, (ii) the delivery of a Termination Notice and acceleration of the Final DIP Loan by the Lender after the occurrence of an Event of Default that is not cured as provided in the DIP Loan Documents or waived, or (iii) the Outside Date. Maximum Amount means $3,239,955.00. Net Cash Proceeds means, with respect to any Asset disposition or sale outside the ordinary course of business, the aggregate Cash from the sale thereof minus (i) the direct costs and expenses incurred in connection therewith; and (ii) any portion of any such proceeds which Lender agrees should be reserved for post-closing adjustments or other matters(including operations). Note means the promissory note evidencing the Final DIP Loan, made by the Borrower to the order of the Lender concurrently herewith or at any time hereafter. Obligations means the Post-Petition Obligations and the Pre-Petition Obligations. Offer means an offer that is acceptable to Lender to purchase the Pre-Petition Obligations, the Post-Petition Obligations or both. Orders means the Interim Order and the Final Order. Outside Date means December 28, 2012. Permitted Encumbrances shall mean such liens and the encumbrances as are set forth on Exhibit B to the Final Order. Permitted Variance shall have the meaning set forth in the Final Order. Person means any individual, sole proprietorship, partnership, limited liability partnership, joint venture, trust, unincorporated or non-profit organization, association, corporation, limited liability company, institution, public benefit corporation, entity or government (whether federal, state, county, city, 9279497 5

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municipal or otherwise, including any instrumentality, division, agency, body or department thereof) and shall include such Persons successors and assigns. Petition Date shall have the meaning ascribed to such term in the above Recitals. Post-Petition means the time period beginning immediately after the filing of the Proceeding. Post-Petition Obligations means all amounts due to the Lender under or with respect to the Final DIP Loan and the DIP Loan Documents. Pre-Petition means the time period ending immediately prior to the filing of the Proceeding. Pre-Petition Liens means all Pre-Petition liens, security interests, rights and interests of the Lender in and to the Assets, securing the Pre-Petition Obligations under the terms of the Pre-Petition Loan Documentation. Pre-Petition Loan means a business purpose loan made June 26, 2009, by the Lender to the Borrower and F&B in the original principal sum of $13,700,000.00 with a current asserted unpaid principal sum of $12,700,000.00 plus interest and all other fees, charges, costs and expenses properly chargeable to said loan under the Pre-Petition Loan Documents. Pre-Petition Loan Documentation shall mean all notes, guarantees, deeds of trust, mortgages, security agreements, financing statements, certificates, instruments and other documents now or at any time hereafter executed and/or delivered by the Borrower in connection with the Pre-Petition Loan, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. Pre-Petition Obligations means all amounts due to the Lender under or with respect to the Pre-Petition Loan and the Pre-Petition Loan Documentation. In accordance with the Term Sheet, and subject to approval of the 9019 Motion (as defined in the Term Sheet), the Pre-Petition Obligations shall be deemed an allowed secured claim in the amount of $13,037,559.18, subject to verification as to calculation of amount only, plus such amounts, if any, as are allowable under 11 U.S.C. 506(b). Proceeding means the case of the Borrower under Chapter 11 of the Bankruptcy Code, pending in the Bankruptcy Court, styled as Case No. 12-24882-ABC. Professional Advances shall have the meaning set forth in Section 2.1(d) below. Professional Fees shall have the meaning set forth in Section 2.1(d) below. Prohibited Use shall have the meaning set forth in Section 2.9 below. Repayment shall have the meaning set forth in Section 2.1(c) below. Retainer Account shall have the meaning set forth in the Final OrderAccounts shall mean the Borrower Retainer Account and the Committee Retainer Account. "Sale" means the sale of all of the operating Assets of the Borrower as contemplated by, and in accordance with the schedule set forth in, the Term Sheet. Subject Obligations means the Obligations that are the subject of an Offer. Term means the period from the Closing Date through and including the earlier of (i) the Maturity Date or (ii) the indefeasible payment and performance in full of the Post-Petition Obligations. 9279497 6

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"Term Sheet" means the Term Sheet, dated as of September 17, 2012, a copy of which is attached hereto as Exhibit "A," the terms of which are subject to approval of the 9019 Motion. Termination Notice means a notice that may be delivered by the Lender to the Borrower upon the occurrence of an Event of Default. UCC means Colorados codification of the Uniform Commercial Code as amended from time to time. Variance Report shall mean a report to be delivered by the Borrower to the Lender in form and substance satisfactory to the Lender and delivered with each Borrowing Request reflecting without limitation, the following: (i) the actual cash receipts and disbursements on a line item basis for the preceding week and (ii) the actual cash receipts and disbursements on a cumulative basis since the Petition Date, (iii) the Cash Shortfall for the week and on a cumulative basis and, (iv) containing a narrative analysis of Borrowers performance for the preceding week and any line-by-line variance from such period in the approved Budget. Waiver Statement shall have the meaning set forth in Section 8.4 below. Wilhelm means David A. Wilhelm. ARTICLE 2 ADVANCES AND TERMS OF PAYMENT 2.1 Advance; Advance Limit; Use of Proceeds; Professional Advances. a. Advance. Subject to the terms and conditions set forth herein, the Lender agrees to make Advances from time to time in accordance with the Budget during the Term in an aggregate principal amount up to the Maximum Amount. b. Advance Limit. Upon one (1) Business Day written request of the Borrower in the form of a Borrowing Request, which requests shall not exceed one (1) per calendar week, during the Term and so long as (i) no Default or Event of Default has occurred and is continuing and (ii) the conditions precedent in Article 3 below have been satisfied or waived by the Lender in writing, the Lender shall make Advances not to exceed one (1) per week. The Variance Report will be provided to Lender two (2) Business Days following delivery to Lender of a Borrowing Request. c. Use of Proceeds. The Borrower is authorized to use said Advances to (i) repay all amounts then outstanding under or with respect to the Interim DIP Loan on the Closing Date (the Repayment), which Repayment shall be effectuated by the Lender by making an Advance directly to itself for such purpose, (ii) pay the expenses specifically identified in the budget attached to the Interim Order that were not previously funded by advances from the Interim DIP Loan, subject to the variances permitted by such Interim Order, (iii) pay interest accruing on the Final DIP Loan in accordance with the DIP Loan Documents, which payment will be effectuated by the Lender making an Advance directly to itself for such purpose, and (iii) pay the Borrowers operating, working capital, and administrative expenses set forth in the approved Budget. d. Professional Advances. (i) On the Closing Date, or as soon thereafter as reasonably practicable, the Lender shall make Advances (the "Professional Advances") to (I) fund the Borrower Retainer 9279497 7

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Account in the amount of $665,000, and (II) fund the Committee Retainer Account in the amount of $300,000. Notwithstanding the occurrence of a Default or an Event of Default or passage of the Maturity Date, Lender, subject to the Maximum Amount, shall make Advancesamounts on deposit in the Retainer Accounts may be used by the Debtor or the Committee, as applicable, to pay the Bankruptcy Court-approved fees and expenses of professionals and members of the Committee in the Proceeding (athe "Professional AdvanceFees"), so long as such fees and expenses were (I) incurred prior to the Maturity Date, (II) have not arisen in connection with any Prohibited Use, (III) do not exceed amounts set forth in the Budget for such fees and expenses, subject to the Permitted Variance, and (IV) to the extent incurred after the occurrence of an Event of Default and delivery of a Termination Notice (as hereinafter defined), do not exceed $100,000 in the aggregate. (ii) Excepting only the events set forth in Section 2.1d(i) above, Lender shall be entitled to object to approval of any professional fees and expenses on any available grounds (excepting only that a Default or Event of Default has occurred and is continuing, or the Maturity Date has passed), and notwithstanding amounts therefor reflected in the Budget, the LenderProfessional Advances shall not be requiredused to make any Professional Advancespayments in accordance herewith until the professional fees and expenseProfessional Fees to which such advances shall be applied have been approved by the Bankruptcy Court. (iii) The Lender in its sole discretion may at any time and from time to time pre-Advance anticipated Professional Advances into the Retainer Account for the applicable professional or professionals, and any such amounts so advanced (I) to the extent thereof, shall be used in lieu of Professional Advances for payment of the fees and expenses of such professional or professionals, and (II), when made, shall be part of the Post-Petition Obligations for all purposes, and secured by the DIP Liens to the extent permitted in the Final Order, whether or not yet used for the payment of any Professional Fees. (iv) Subject to the Term Sheet, Sections 2.1(d)(i) and (ii) above (including the limitation on Professional Fees incurred after delivery of a Termination Notice), and the other terms and conditions hereof for the making of Professional Advances, the professionals engaged by the Committee and the members of the Committee, with approval of the Bankruptcy Court, shall be entitled to $300,000 of the amount reflected in the Budget for Professional Advances, and the Debtor's professionals will be entitled to $665,000 of the amount reflected in the Budget for Professional Advances.The DIP Liens shall be deemed to attach to any amounts on deposit in the Retainer Accounts, if any, that are in excess of the aggregate Professional Fees ultimately payable therefrom in accordance herewith, without further action by the Lender. The Committee shall promptly return to the Debtor or, if any of the Post-Petition Obligations remain then outstanding, to the Lender, any amounts in the Committee Retainer Account, if any, constituting any such excess. e. Repayment and Interest Advances. Lender, without the need for a Borrowing Request, mymay make Advances to itself to make the Repayment and to pay interest accruing with respect to
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the Final DIP Loan, and such Advances shall be part of the Post-Petition Obligations for all purposes, and secured by the DIP Liens. 2.2 Authorization to Make Advances. The Lender shall make Advances to the Borrower based upon a Borrowing Request accompanied by a Variance Report received from an Authorized Officer. The Borrowing Request shall specify the date on which such Advance is to be made (which day, as set forth above, shall be a Business Day at least two (2) Business Days after the Borrowing Request is received by the Lender). Advances made under this Agreement shall be conclusively presumed to have been made to, at the request of, and for the benefit of the Borrower when deposited to the credit of the Borrower or otherwise disbursed in accordance with the instructions of any Authorized Officer or in accordance with the terms and conditions of this Agreement. All Advances, except as otherwise set forth herein, shall be made by a transfer to account #103680673730 maintained by the Borrower with US Bank, National Association. 2.3 Interest. Except where specified to the contrary in the DIP Loan Documents, the outstanding principal balance of the Final DIP Loan shall bear interest at the fixed rate of six percent (6%) per annum (the Applicable Rate) on the Daily Balance. After the occurrence of and during the continuation of an Event of Default, the Post-Petition Obligations shall accrue interest on the Daily Balance, at the Applicable Rate on all outstanding amounts due on the Final DIP Loan plus four percent (4.00%) (the Default Rate). All interest payable under the DIP Loan Documents shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed on the Daily Balance. Interest as provided for herein shall continue to accrue until the Post-Petition Obligations are indefeasibly paid in full. In no event shall interest on the Final DIP Loan exceed the highest lawful rate in effect from time to time. It is not the intention of the parties hereto to make an agreement which violates any applicable state or federal usury laws. In no event shall the Borrower pay or shall the Lender accept or charge any interest which, together with any other charges upon the principal or any portion thereof that would be considered interest, exceeds the maximum lawful rate allowable under any applicable state or federal usury laws. Should any provision of this Agreement or any existing or future loan documents between the Parties be construed to require the payment of interest or any other fees or charges which could be construed as interest which, together with any other charges upon the principal or any portion thereof and any other fees or charges which could be construed as interest, exceeds the maximum lawful rate of interest, then any such excess shall be applied to principal balance of the Final DIP Loan, if any, and the remainder refunded to the Borrower. 2.4 Maturity Date. The Final DIP Loan shall be due and payable in full upon the expiration of the Term. Except in the case of a Termination Notice, the Lender shall not be obligated to give the Borrower any notice of the expiration of the Term. The Maturity Date shall be no later than December 28, 2012. 2.5 Prepayment. The Borrower shall have the right from time to time to prepay all or any part of the outstanding principal balance of the Post-Petition Obligations without premium or penalty, provided that there shall be no right to require Lender to re-Advance any prepaid amounts. Any prepayment in whole or in part shall include accrued interest and in the case of a full prepayment, all other sums then due hereunder. No partial prepayment shall affect the obligation of the Borrower to make any payment of principal or interest hereunder on the due dates specified herein. 2.6 Mandatory Prepayments. Except as otherwise consented to by the Lender, the Borrower shall prepay, without premium or penalty, the Post-Petition Obligations at any time and from time to time in the amount of any Net Cash Proceeds from the payment of insurance losses or claims, tax refunds, indemnification payments, condemnation, or any Asset disposition or other source not in the ordinary course of course of business and not a Capital Event. There shall be no right to require Lender to re-Advance any prepaid amounts. Any prepayment in whole or in part shall include accrued interest and in the case of a full prepayment, all other sums then due hereunder.
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INTENTIONALLY OMMITED.OMITTED.
2.8 Lender Fees. There shall be no Lender fees or points payable in connection with the Final DIP Loan. 2.9 Prohibited Use of Advances. No Advance shall be used to pay professional fees or expenses of any party to assert or join in any claim, counterclaim, action, proceeding, application, motion, objection, defense or other contested matter seeking (a) to modify (without the consent of the Lender), or to object to, contest, or raise any defense to the validity, perfection, priority, extent, or enforceability of, (i) any amount due or obligation owed under or with respect to the Post-Petition Obligations, (ii) the DIP Liens or the Superpriority Claim (as defined in the Final Order), (iii) any amount due or obligation owed under or with respect to the Pre-Petition Obligations, or (iv) Pre-Petition Liens, (b) to assert any claims, defenses, or causes of action against the Lender, as lender under any of the Obligations, or its agents, affiliates, subsidiaries, directors, officers, employees, representatives, attorneys or advisors, or successors or assigns (in such capacities), (c) to prevent, hinder, or otherwise delay the Lenders, as lender under any of the Obligations, assertion or enforcement of its rights and remedies provided under (i) the DIP Loan Documents, (ii) the Final Order, or (iii) after expiration of the Forbearance (as hereinafter defined), the Pre-Petition Loan Documentation, (d) to dismiss the Proceeding or to convert the Proceeding to a case under Chapter 7 of the Bankruptcy Code, or (e) to otherwise take any action, the result of which is or would give rise to an Event of Default (each of the foregoing, a "Prohibited Use"); provided, that verification of the amount of the Pre-Petition Obligations, as contemplated by the Term Sheet, shall not be deemed a Prohibited Use. ARTICLE 3 CONDITIONS TO ADVANCES 3.1 Conditions Precedent to Closing. The Closing and the obligations of the Lender hereunder are subject to the satisfaction in the Lenders sole discretion of each of the following conditions precedent: a. Delivery of Loan Documents. The Lender shall have received on or prior to the Closing Date each of the DIP Loan Documents, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender); b. Statements of Authority. The Lender shall have received on or before the Closing Date, a certificate of the Secretary of State of the state of organization of the Borrower attesting as of a recent date to the good standing of the Borrower in such state and if the Borrower is a foreign entity a certificate from the Secretary of State of Colorado that the Borrower is qualified to transact business in Colorado; c. Borrowing Resolutions. The Lender shall have received on or before the Closing Date, a certificate of the manager or managing member as applicable of the Borrower certifying (i) the names and true signatures of each officer, manager or member that has been authorized to execute and deliver the DIP Loan Documents or other documents required hereunder to be executed and delivered by or on behalf of the Borrower, (ii) the Borrowers operating agreement as in effect on the date of such certification, (iii) the resolutions of the Borrowers managers or managing members as applicable approving and authorizing the execution, delivery and performance of this Agreement and the other DIP Loan Documents to which it is a party and (iv) that there have been no changes in the articles of organization, operating agreement or
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resolutions of the Borrower from the applicable documents delivered pursuant to such certificate; f. Proof of Insurance. The Lender shall have received on or before the Closing Date, evidence satisfactory to the Lender that the insurance policies required by DIP Loan Documents are in full force and effect, together with endorsements naming the Lender, as an additional insured or loss payee under all insurance policies to be maintained with respect to the Assets; g. Final Order. The Final Order shall have been duly entered by the Bankruptcy Court and shall be in full force and effect; h. Additional Documents. Such other certificates, documents, agreements and information respecting the Borrower as the Lender may reasonably request. 3.2 Conditions Precedent to Each Advance. The obligation of the Lender on any date (including the Closing Date) to make any Advance (other than an Advance to pay the Interim DIP Loan or an Advance to pay interest on the Final DIP Loan) is further subject to the satisfaction of each of the following conditions precedent: a. Borrowing Request. The Lender shall have received a Borrowing Request executed by an Authorized Officer. b. Variance Report. The Lender shall have received a Variance Report executed by an Authorized Officer. c. Representations and Warranties; No Defaults. The following statements shall be true on the date of such Advance, both before and after giving effect thereto and to the application of the proceeds thereof. Except as may be affected by the commencement of the Proceeding, applicable provisions of the Bankruptcy Code, or orders issued in the Proceeding by the Bankruptcy Court, the representations and warranties set forth in this Agreement shall be true and correct on and as of the Closing Date and shall be true and correct in all respects (unless such representation and warranty is already qualified by materiality, then such representation and warranty shall be true and correct in all material respects) on and as of any date after the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and no Default or Event of Default shall have occurred and be continuing. d. No Legal Impediments. The making of the Advance on such date does not violate any Applicable Law, regulation, administrative order, order of any court or other Governmental Authority on the date of or immediately following such Advance and is not enjoined, temporarily, preliminarily or permanently. e. Final Order. The Final Order shall be in full force and effect and shall not have been stayed, vacated, withdrawn, reversed, or subject to appeal and shall have not been amended, supplemented or otherwise modified without the prior consent of the Lender (which consent may be withheld in the Lenders sole discretion). f. No Event of Default. Except as to Professional Advances to the extent set forth herein, there shall exist no Default or Event of Default. 9279497 11

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ARTICLE 4 SUPERPRIORITY NATURE OF OBLIGATIONS, GRANT AND PRIORITY OF LIENS 4.1 Grant of Liens. In order to secure repayment of the Final DIP Loan, the Borrower hereby conveys, assigns, grants and pledges to the Lender, a lien, pledge and security interest (the DIP Liens) encumbering all of Borrowers Assets, now existing or hereafter acquired, excluding those Assets excluded from the liens granted by the Interim Order or excluded by the terms of the Final Order(a) claims and recoveries under Sections 544-550 of the Bankruptcy Code, (b) payroll and fiduciary deposit accounts required by law, and any assets which are not assignable by the Debtor as a matter of law, including under the Bankruptcy Code, (c) amounts on deposit in the Retainer Accounts, except as set forth herein, (d) the Retainers, as defined in the Interim Order, and (e) the CTC Settlement Payment (as defined in the Term Sheet) (all collectively the DIP Collateral). The foregoing liens, pledges and security interests shall be self-executing without necessity of further documentation, and shall be senior to and have priority over all other liens, claims, or encumbrances on or in the DIP Collateral, whether arising before or after the Petition Date, except for the Permitted Encumbrances, as and to the extent provided in the Final Order. 4.2 Security for Obligations. The DIP Liens and the DIP Collateral secure the indefeasible payment in full and performance of the Post-Petition Obligations. 4.3 Super-priority Nature of the Post-Petition Obligations. The Post-Petition Obligations shall have the status in the Proceeding of super-priority administrative expenses under Section 364(c)(1) of the Bankruptcy Code, and shall have priority over all other claims, costs and expenses of the kinds specified in, or ordered pursuant to, Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 726 or any other provision of the Bankruptcy Code as and to the extent provided in the Final Order. 4.4 Deeds of Trust. The Borrower shall duly execute and hereby authorizes the Lender to record in the real estate records a deed of trust encumbering all the DIP Collateral that constitutes real property together with, but not limited to, all improvements thereon, all water rights and all fixtures that under state law may be considered as an interest in real property. 4.5 Security Agreement. The Borrower shall duly execute and deliver to Lender security agreements conveying all the DIP Collateral that is personal property or otherwise subject to the provisions of the UCC. 4.6 Financing Statements. The Borrower hereby authorizes the Lender to file one or more initial financing or continuation statements (including the description of the DIP Collateral as all assets or all personal property and all after acquired property or assets of the Borrower), and amendments thereto, relative to all or any part of the DIP Collateral without the signature of the Borrower. ARTICLE 5 SALE/EXCLUSIVITY COVENANTS 5.1 Term Sheet Benchmarks. The Borrower shall satisfy the Sale benchmarks set forth in the Term Sheet (the "Benchmarks") 5.2 INTENTIONALLY OMITTED.
5.3 Exclusivity. Any order obtained by the Borrower extending plan filing or solicitation exclusivity shall provide that such exclusivity shall expire as to the Lender and the Committee (and only the Lender and the Committee) upon the occurrence of an Event of Default and delivery of a Termination Notice. 9279497 13

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ARTICLE 6 STAY RELIEF AND FORBEARANCE 6.1 Relief from Stay. Pursuant to the Final Order, the Lender shall be granted relief from the Automatic Stay with respect to its rights and remedies under the Pre-Petition Loan Documentation and under applicable state law as provided in the Final Order. 6.2 Lender Forbearance. Notwithstanding the granting of relief from the Automatic Stay, the Lender shall forbear (the Forbearance) from exercising any rights and remedies under the Pre-Petition Loan Documentation as provided in subject to the Final Order until the earlier of (a) the Maturity Date, (b) repayment in full of the Post-Petition Obligations, or (c) the occurrence of an Event of Default and delivery of a Termination Notice, unless simultaneously therewith, the Pre-Petition Loan Obligations are repaid in full. ARTICLE 7 DEFAULT AND REMEDIES 7.1 Events of Default. In addition to any Events of Default under other of the DIP Loan Documents, each of the following shall be an Event of Default under the Final DIP Loan: a. The failure to repay the Post-Petition Obligations in full on or before the Maturity Date or otherwise as and when due; provided, that if a Capital Event consistent with the Term Sheet has closed on or before the Outside Date, the Borrower shall have a grace period of up to 5 days to make the payments otherwise due hereunder on the Maturity Date. b. The issuance of an order (i) staying, reversing, modifying (unless such modification will not adversely affect the Lender in its capacity as the maker of the Final DIP Loan), the DIP Liens, or the rights of the Lender under or with respect to the Final DIP Loan or the DIP Loan Documents), withdrawing, or vacating the Final Order, or (ii) otherwise adversely affecting the Lender (in its capacity as the maker of the Final DIP Loan), the DIP Liens, or the rights of the Lender under or with respect to the Final DIP Loan or the DIP Loan Documents, in either case without the consent of Lender. c. The dismissal of the Proceeding or the conversion of the Proceeding to Chapter 7. d. The appointment of a Chapter 11 trustee or an examiner with expanded powers in the Proceeding. e. The filing of (1) a plan of reorganization or liquidation by the Borrower or, if exclusivity has been terminated, by any other person or entity that is inconsistent with the terms of the Term Sheet, the DIP Loan Documents, or the Final Order in any material respect., or (2) any Capital Event Pleading that is inconsistent with the terms of the Term Sheet, the DIP Loan Documents, or the Final Order in any material respect. For the avoidance of doubt, the filing by the DebtorBorrower and the Committee of a joint plan of liquidation consistent with the Term Sheet shall not constitute an Event of Default hereunder. f. The granting of relief from the automatic stay to any creditor having a lien on or security interest in any material portion of the DIP Collateral permitting foreclosure or repossession of such material portion of the DIP Collateral. 9279497 14

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The failure to meet any Benchmark in any material respect.
h. Expenditure of any amounts not provided for, or in excess of the limits set forth in (subject to the Permitted Variance), the Budget, except to the extent otherwise consented to by the Lender. i. The filing by the Borrower of any motion seeking to use Cash Collateral in a manner inconsistent the DIP Loan Documents or the Final Order, or the granting of any such motion filed by any other Person. j. The issuance of an order denying the 9019 Motion in any material respect, including, as to any provision with respect to the Sale or the allowance of the Pre-Petition Obligations. k. The failure of the Borrower to comply with any other term, condition, covenant, or obligation of the Borrower under the DIP Loan Documents, if Borrower shall fail to effectuate a cure reasonably satisfactory to the Lender within seven (7) Business Days of written notice thereof by Lender. Compliance with this Section 7.1k regarding notice and right to cure shall constitute and satisfy any requirements for notice and right to cure due Borrower under any other of the DIP Loan Documents. j. For sake of clarity, there is no notice (other than a Termination Notice) or right to cure as to any Event of Default under 7.1a through k. above except as provided above. 7.2 Remedies Upon Event of Default. Upon the occurrence of an Event of Default, the Lender may deliver to the Borrower a Termination Notice, whereupon any obligation to make further Advances (except Professional Advances to the extent provided herein) shall terminate, the Forbearance shall terminate, all Obligations shall be deemed immediately due and payable, and the Lender shall be entitled subject to the provisions of the Final Order to exercise all of its rights and remedies with respect to the Post-Petition Obligations, the Pre-Petition Obligations, and the collateral therefor as provided under the Final DIP Loan Documents, the Pre-Petition Loan Documents, the Final Order, and Applicable Law; provided, however, that so long as the Proceeding is pending, Lender shall not be entitled to pursue against the Borrower or its estate for any deficiency, if any, with respect to the Pre-Petition Obligations remaining after any exercise of its rights in the Pre-Petition Collateral except in accordance with the Bankruptcy Code's claims allowance and distribution process or further order of the Bankruptcy Court. ARTICLE 8 ADDITIONAL COVENANTS 8.1 Duty To Provide Financial and Other Information. As part of the DIP Loan Documents, the Lender and the Borrower shall execute a confidentiality and non-disclosure agreement reasonably acceptable to the Lender whereupon, the Borrower (i) shall from time to time provide the Lender with copies of all non-privileged reports, information and other materials reasonably requested by the Lender related to the Borrower or the Assets, (ii) shall cooperate with and permit representatives of Lender to have access to the Golf Courses and other Assets, non-privileged records, management personnel, and non-privileged or non-confidential meetings related to the Borrower or its Assets, and (iii) shall cause its officers and other personnel to make themselves available to and to cooperate reasonably with the representatives of the Lender and their reasonable information requests related to the Borrower and its Assets including, but not limited to, inquiries, investigations and inspections by the Lender regarding any
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water rights that are part of the Assets or the care, condition, maintenance and repair of the Golf Courses and its irrigation systems. 8.2 Expenses. Borrower shall be obligated, subject to such Bankruptcy Court approval as may be required, for all reasonable out of pocket costs and expenses of the Lender (including, without limitation, reasonable fees, expenses and disbursements of Ballard Spahr LLP and Garfield & Hecht, P.C. as counsel to Lender) in connection with (i) negotiating, documenting, and closing the Final DIP Loan and the DIP Loan Documents, and (ii) the enforcement of the Lenders rights and remedies under the DIP Loan Documents or the Orders, which obligations shall be part of the Post-Petition Obligations and secured by the DIP Liens. Such amounts shall be due and payable on the Maturity Date, if not sooner repaid by consummation of a Capital Event or otherwise. 8.3 Lender Cooperation. The Lender shall provide such cooperation as is reasonably requested by the Borrower in connection with obtaining Bankruptcy Court approval of the Term Sheet, the Final DIP Loan and DIP Loan Documents and any Capital Event Pleadings filed by the Borrower or by the Committee with the consent of the Borrower in compliance with the terms of the Term Sheet, the DIP Loan Documents and the Final Order. 8.4 Right of First Refusal. In the event that the Lender receives an Offer to purchase the Subject Obligations that is acceptable to the Lender and provided that no Notice of Termination has been given, Lender shall provide written notice thereof to the Borrower and to Wilhelm, either of whom or their designee shall then have the right, within ten (10) days of such notice (and regardless of any later date set forth in the Offer for the closing of such transaction), to close on the purchase the Subject Obligations on the same terms and conditions as contained in such Offer. Should the Borrower and Wilhelm both fail or refuse to timely exercise their rights hereunder, each of Borrower and Wilhelm shall promptly, upon request provide the Lender with a signed statement (Waiver Statement) confirming that they have waived such rights and the Lender and the purchaser of the Subject Obligations may rely on such statement. In the event that both Wilhelm and Borrower exercise their rights to purchase the Subject Obligations other than jointly or in any other manner that creates competing exercises of such rights, and whether or not such competing exercises are consistent or inconsistent, this section shall be construed as though neither Wilhelm nor the Borrower timely exercised such rights. No such purchase by Wilhelm or Borrower or sale by Lender to any third party shall require approval of the Bankruptcy Court and any such purchaser shall succeed to the rights and remedies of Lender thereunder. Wilhelm or the Borrower shall be free to assign their rights hereunder to a designee; provided that, it is not the intention of the Parties that such rights create an asset of any value in Wilhelm or the Borrower other than the right to purchase the Obligations on the same terms and conditions as the Offer. Accordingly, should Wilhelm or the Borrower exercise its rights hereunder, the Lender shall be entitled to make reasonable inquiries and receive copies of such documents as shall be reasonably requested to assure compliance with the intention of the Parties regarding such rights. The Parties further agree that any consideration, if any there may be, received by the Borrower or Wilhelm for the rights hereunder (over and above funds necessary to meet the terms and conditions of the Offer) shall as a condition to the exercise of their rights hereunder, be paid over to the Lender to be applied on account of the Loans; provided, that, the foregoing shall not apply to any equity interest received by either in an entity owned or controlled by Wilhelm or a Wilhelm Party under the Term Sheet. 8.5 Borrowers Additional Reporting Requirements. The Borrower shall provide the Lender with the following: a. Written notice of the occurrence of any Event of Default pursuant to any of the DIP Loan Documents promptly after becoming aware thereof; 9279497 16

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b. As soon as available but in any event, concurrent with the Borrowers filing thereof with the Bankruptcy Court, all reports required by the Office of the United States Trustee; c. Within ten (10) Business Days after the filing thereof, the Borrower shall deliver to the Lender copies of each federal or state income or franchise tax returns, and any amendments thereto, and the Borrower further shall promptly deliver to the Lender, upon request, satisfactory evidence of the Borrowers payment of any and all withholding taxes required to be paid by it. d. Monthly bank statements for the account referenced in Section 2.2 above and any other accounts from which proceeds of the Final DIP Loan are disbursed together with copies of all cancelled checks for each statement shall be provided to Lender. Borrower shall make reasonable efforts to have the foregoing account holders send such statements and cancelled checks directly to Lender via secure email or by password protected access or other similar means as and when they are available to Borrower. e. Any other documentation or information reasonably requested by the Lender.
8.6 Taxes. All federal, state and local assessments and taxes, whether real, personal or otherwise, if any, due or payable by, or imposed, levied or assessed against the Borrower or any Assets or in connection with the Borrowers business shall hereafter be paid before they become delinquent or before the expiration of any extension period that notwithstanding the Proceeding or any order entered in the Proceeding are due and payable. Notwithstanding the preceding,, the Borrower shall not be obligated to pay any taxes not required to be paid by virtue of the Proceeding. 8.7 Insurance. The Borrower shall keep and maintain the Assets insured against all risk of loss or damage from fire, theft, vandalism, and all other hazards and risks of physical damage included within the meaning of the term extended coverage in such amounts as are ordinarily insured against by similar businesses and, in each case, in such amounts and scope of coverage as is otherwise satisfactory to the Lender. The Borrower shall also keep and maintain general liability insurance and property damage insurance, and insurance against loss from business interruption, insuring against all risks relating to or arising from the Borrower's ownership and use of the Assets and the operation of its business. 8.8 Compliance With Law and Bankruptcy Court Orders. The Borrower shall comply, in all material respects, with the requirements of all Applicable Laws, rules, regulations and orders of governmental authorities relating to the Borrower and the conduct of its business. The Borrower shall comply with the notice and other requirements of the Bankruptcy Code and applicable rules, and all orders or other directives of the Bankruptcy Court. ARTICLE 9 REPRESENTATION AND WARRANTIES The Borrower represents, warrants and acknowledges, to the best of its knowledge, to the Lender on the Closing Date and on the date of each Borrowing Request and Advance, the following: 9.1 Due Formation and Qualification. The Borrower is a limited liability company duly organized and existing under the laws of the State of Delaware and is qualified and licensed to do business and is in good standing in the State of Colorado.
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9.2 Due Authorization. The Borrower has the right and power and is duly authorized by all appropriate limited liability company or other required action to enter into the DIP Loan Documents to which it is a party and to perform its obligations thereunder, subject only to the Bankruptcy Courts entry of the Final Order. Except for the Final Order, no authorizations of, or registrations or filing with any Governmental Authority or any applicable securities exchange, or other third party are necessary for the due execution, delivery or performance by the Borrower of the DIP Loan Documents to which it is a party, or for the legality, validity or enforceability hereof or thereof. 9.3 Location of Personal Property. The Borrower shall keep all its furniture, fixtures, equipment and inventory at the Club except as to any equipment or inventory required to be moved to a different location in the ordinary course of business, in which case the Borrower shall notify the Lender in writing of the new location of such inventory or equipment prior to making such move. 9.4 Chief Executive Offices. The Chief executive offices of the Borrower is set forth in Section 12.7 of this Agreement and the Borrower will not, without the prior written consent of Lender, relocate such offices. 9.5 Executive Officers. The executive officers of the Borrower are Daniel L. Fitchett, Jr., CEO and Alfred Siegel CRO and David Wilhelm, Chairman; such executives and their duties and responsibilities shall not be changed without the prior written consent of Lender except as the Bankruptcy Court orders or approves; provided that the resignation of Alfred Siegel shall not require prior approval. 9.6 Borrower Books. The Borrowers Books shall be maintained at the chief executive offices of the Borrower, and the Borrower will not, without prior written consent of the Lender, change the location where the Borrowers Books are maintained except temporarily where any of Borrowers Books are required to be produced or otherwise provided in connection with the Proceeding or any other litigation. 9.7 Permits and Licenses. The Borrower to its knowledge holds all licenses, permits, approvals and consents required by Applicable Law for the conduct of its business and the ownership and operation of its Assets, except as would not be reasonably expected to have a Material Adverse Effect. 9.8 Due Execution; Binding Obligation. Subject to entry by the Bankruptcy Court of the Final Order, the DIP Loan Documents to which the Borrower is a party have been duly executed and delivered by the Borrower, and this Agreement is, and all other DIP Loan Documents to which the Borrower is or will be a party, when delivered, and upon entry and subject to the terms of the Final Order, will be, a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms and the Final Order. 9.9 Final Order. As of the date of the making of any Borrowing Request or Advance hereunder, the Final Order has been entered and to Borrowers knowledge has not been stayed, amended, vacated, reversed, rescinded or otherwise modified in any respect (except in accordance with the terms hereof and as consented to by the Lender). 9.10 Accuracy of Information and No Material Adverse Change in Financial Statements. a. To the best of the Borrowers knowledge, information and belief, no facts exist that (individually or in the aggregate) would result in any Material Adverse Change in any of the assumptions or information set forth in the approved Budget.
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b. The DIP Loan Documents and each report delivered pursuant thereto, taken as a whole and in light of the circumstances in which made, contain no untrue statement of a material fact and do not omit to state a material fact necessary to make such statements not misleading and, in any case, which have not been, prior to the date thereof, corrected, supplemented, or remedied by subsequent documents furnished or statements made in writing to the Lender; and, to the extent that any documentation constitute projections or other forward-looking statements, such projections or other forward-looking statements were prepared in good faith on the basis of assumptions, methods, data, tests and information reasonably believed by the Borrower to be valid and accurate in all material respects at the time such projections were furnished to the Lender. 9.11 Events of Default. No Event of Default has occurred or is existing under any of the DIP Loan Documents. 9.12 Reliance by Lender. Each warranty, representation and agreement contained in this Agreement shall automatically be deemed repeated and made by the Borrower on the date of each request for an Advance by the Borrower, on each date on which the Lender makes such Advance, and on each date on each date on which a Variance Report is delivered, and shall be conclusively presumed to have been relied on by the Lender regardless of any investigation made or information possessed by the Lender. 9.13 Title to Assets; Liens. a. As of the Closing Date, the Borrower had good and marketable title to all the Assets and since such date has not disposed of any Assets except in the ordinary course of business. The Borrower owns and has on the date hereof good and marketable title to, and enjoys on the date hereof peaceful and undisturbed possession of, all the Assets. b. There are no liens of any nature whatsoever on any Assets of the Borrower other than: (i) liens granted pursuant to the Cash Collateral Order, Interim Order, Final Order and the DIP Loan Documents; and (ii) other liens in existence on the Petition Date and the Permitted Encumbrances. The Borrower is not party to any contract, agreement, lease or instrument entered into on or after the Petition Date the performance of which, either unconditionally or upon the happening of an event, will result in or require the creation of a lien on any Assets of Borrower in violation of this Agreement. c. The Pre-Petition Loan Documentation is signed by the Borrower and another borrowing entity, F&B. Borrower represents and warrants that none of the Assets are owned by F&B and that no signature by F&B to the DIP Loan Documents is required to make such documentation valid, binding and enforceable as to the Borrower. 9.14 Representations Are Cumulative. The warranties, representations and agreements set forth in this Article 9 and elsewhere in this Agreement shall be cumulative and in addition to any and all other warranties, representations and agreements which the Borrower shall now or hereafter give, or cause to be given, to the Lender in the DIP Loan Documents or otherwise.
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ARTICLE 10 JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; AND GOVERNING LAW 10.1 Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. a. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to applicable conflict of law principals, and, to the extent applicable, the Bankruptcy Code. b. The Borrower and the Lender irrevocably consent to the nonexclusive jurisdiction of the Bankruptcy Court and to the nonexclusive jurisdiction of the State Courts of Colorado (particularly in Eagle County) if the Proceeding is dismissed or the Lender is entitled to exercise its rights and remedies as provided herein and in the Final Order for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement or any of the Loan Documents. c. Borrower waives, to the extent not prohibited by Applicable Law that cannot be waived and agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding brought in any of the above-named courts, any claim that is not subject personally to the jurisdiction of such court, that its property is exempt or immune from attachment or execution, that such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or that this Agreement or any of the Loan Documents, or the subject matter hereof or thereof, may not be enforced in or by such court. d. The Borrower consents to service of process in any such proceeding in any manner at the time permitted by the Bankruptcy Code or the laws of the State of Colorado, as applicable, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified herein is reasonably calculated to give actual notice. 10.2 Waiver of Claims and Counterclaims. a. With respect to the Final DIP Loan, the DIP Liens and Post-Petition Obligations only, the Borrower hereby releases and exculpates the Lender, it officers, directors, members, managers, agents, attorneys, employees and designees (collectively, with Lender, the Lender Released Parties), and none of the Lender Released Parties shall have any liability to the Borrower (whether in contract, tort, equity or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement or the other DIP Loan Documents, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on the Lender, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, the Lender shall be entitled to the benefit of the rebuttable presumption that it acted at all times in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement or the other DIP Loan Documents. b. In no event shall the Lender have any liability to the Borrower for lost profits or other special, consequential, incidental, exemplary or punitive damages in connection with this Agreement or any of the other DIP Loan Documents or the transactions contemplated hereby or thereby, and the Borrower expressly waives any and all right to assert any such claims. The Borrower further waives all rights to interpose any claims, deductions, setoffs, recoupment, or 9279497 20

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counterclaims of any nature (other than compulsory counterclaim) in any action or proceeding with respect to this Agreement, the DIP Loan Documents or any matter arising therefrom or relating hereto or thereto except based upon Lenders intentional misconduct or gross negligence. c. The Borrower waives any right of marshaling of Assets of the Borrower, including without limitation, any such right with respect to any Assets that may be subject to the DIP Liens. 10.3 Indemnification. The Borrower agrees to indemnify, save and hold harmless the Lender and all other Lender Released Parties from and against any claim, demand, action, or cause of action arising out of or in connection with: (i) the use or contemplated use of the proceeds of Final DIP Loan, or any transaction contemplated by this Agreement or the other DIP Loan Documents; (ii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in clause (i) above; and (iii) any and all liabilities, losses, costs or expenses (including reasonable attorneys fees and disbursements and other professional services) that any party indemnified hereunder suffers or incurs as a result of any foregoing claim, demand, action or cause of action; provided, however, that no such indemnitee shall be entitled to indemnification for any loss caused by its own willful misconduct. Any obligation or liability of Borrower to any such indemnitee under this section shall survive the expiration or termination of this Agreement and the repayment of the Post-Petition Obligations. 10.4 Jury Trial Waiver. WITH RESPECT TO THE FINAL DIP LOAN, THE DIP LIENS AND POST-PETITION OBLIGATIONS ONLY, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER OR UNDER ANY OF THE POST-PETITION LOAN DOCUMENTATION, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL THERETO OR TO THE DEALINGS OF THE PARTIES OR ANY TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE (EACH A DISPUTE); AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH DISPUTE SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. ARTICLE 11 CLOSING Subject to the satisfaction (or waiver) of each and every condition or requirement set forth in this Agreement as determined by the Lender, the closing (Closing) of the transactions and execution and delivery of all DIP Loan Documents contemplated by this Agreement shall occur on or about September 28, 2012 (the Closing Date). ARTICLE 12 CONSTRUCTION AND INTERPRETATION 12.1 This Agreement shall be interpreted, construed and enforced in accordance with the following: a. Whenever the words include, includes or including are used in this Agreement they shall be deemed to be followed by the words without limitation.
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b. Words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. c. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. d. A reference to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. e. All references to $ and dollars shall be deemed to refer to United States currency. f. All references to any financial or accounting terms shall be defined in accordance with GAAP as applicable in the United States and consistently applied by the Borrower. g. The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Recitals, Schedule and Exhibit references are to this Agreement unless otherwise specified. h. The meanings given to terms defined herein shall be equally applicable to both singular and plural forms of such terms. i. The Borrower and the Lender each hereby acknowledge that (i) the Borrower and the Lender jointly and equally participated in the drafting of this Agreement and all other agreements contemplated hereby, (ii) the Borrower and the Lender have been adequately represented and advised by legal counsel with respect to this Agreement and the transactions contemplated hereby, and (iii) no presumption shall be made that any provision of this Agreement shall be construed against either party by reason of such role in the drafting of this Agreement and any other agreement contemplated hereby. j. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement. k. References to any document, instrument, mortgage or agreement of any kind shall also refer to any permitted amendments, restatements or other modifications thereof. l. All of the exhibits, addenda or riders attached to this Agreement shall be deemed incorporated herein by reference. m. Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC, unless otherwise defined herein. n. In the event of any conflict or inconsistency between the Final Order and this Agreement and absent manifest error, the Final Order shall govern and control. ARTICLE 13 MISCELLANEOUS 9279497 22

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13.1 Power of Attorney. The Borrower irrevocably appoints the Lender, and any person designated by the Lender, as the Borrowers true and lawful attorney-in-fact to: (a) endorse for the Borrower, in Lenders or Borrowers name, any draft or other order for the payment of money payable to the Borrower; and (b) execute and file or submit for recording, in the Lenders or the Borrowers name, financing statements describing the Assets that constitute collateral for the Final DIP Loan and (c) in the case of Section 8.4 above to execute any Waiver Statement upon the failure or refusal of Borrower and/or Wilhelm to properly provide the same. The Lender shall not be liable to the Borrower or Wilhelm for any action taken by the Lender or its designee under this power of attorney, except to the extent that such action was taken by the Lender in bad faith or with willful misconduct or was the result of Lenders gross negligence. 13.2 Outstanding Loan Balance. The outstanding principal amount of, and accrued interest on the Final DIP Loan and the interest rate applicable to the Final DIP Loan from time to time, shall be, at all times, ascertained from the records of the Lender and shall be conclusive absent manifest error. 13.3 Modifications and Course of Dealing. This Agreement, the other DIP Loan Documents, and the Final Order constitute the entire agreement of the Borrower and the Lender relative to the subject matter hereof and supersedes in their entirety any prior agreements or understandings, whether written or oral, pertaining to the subject matter hereof. No modification of or supplement to this Agreement shall bind the Lender unless in writing and signed by an authorized officer of the Lender. The enumeration in this Agreement of the Lenders rights and remedies is not intended to be exclusive, and such rights and remedies are in addition to and not by way of limitation of any other rights or remedies that the Lender may have under the UCC or Applicable Law subject in each case to the Final Order. No course of dealing and no delay or failure of the Lender to exercise any right, power or privilege under any of the Loan Documents will affect any other or future exercise of such right, power or privilege. The exercise of any one right, power or privilege shall not preclude the exercise of any others, all of which shall be cumulative. 13.4 Assignment By Borrower Prohibited. Except to the extent allowed in Section 8.4 above, Borrower may not assign or transfer any of its rights or delegate any of its obligations under this Agreement or any of the other DIP Loan Documents. 13.5 Assignment By Lender Limited. Subject to Section 8.4 above, the Lender shall have the right, from time to time, without notice to the Borrower, to sell, assign or otherwise transfer all or any part of its interest in this Agreement, the Loans and Loan Documentations to any other party. The Borrower authorizes Lender to deliver to any potential assignees the Borrowers financial information and all other information delivered to the Lender in furtherance of or pursuant to the terms of this Agreement subject to such other party executing a non-disclosure and confidentiality no less restrictive and otherwise similar to the Confidentiality Agreement. 13.6 Delegation of Duties. The Lender may execute any of its duties under this Agreement or the DIP Loan Documents by or through agents, employees or attorneys-in-fact. The Lender shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact selected by the Lender as long as such selection was made in good faith. 13.7 Notices. Any notice or demand, authorized or required by this Agreement to be given or furnished shall be in writing and shall be deemed given or furnished (a) when addressed to the Party intended to receive the same, at the address of such Party as set forth below, and delivered at such address, (b) three (3) days after the same is deposited in the United States mail as first class certified mail, return receipt requested, postage paid, (c) when delivered by an internationally recognized overnight courier service, one 9279497 23

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(1) business day after the date of delivery of such notice to the courier service, or (d) when transmitted by facsimile to the facsimile number set forth below, to the party intended to receive same, provided as to Lender or Borrower only that such transmission is confirmed by duplicate notice in such other manner as permitted above, upon receipt at such facsimile number (any facsimile notice delivered after 5:00 P.M. MT being deemed delivered on the next Business Day). No failure to provide any courtesy copy or copies below shall render ineffective any such notice or demand authorized or required in this Agreement to be given to or by Borrower or Lender as applicable. Email addresses are provided for information purposes only and are not a recognized method of sending notices or demands authorized or required by this Agreement to be given to Borrower or Lender as applicable. Lender: Alpine Bank, Vail Attn: Michael Glass, President 141 E. Meadow Drive Vail, Colorado 81657 Facsimile: (970) 476-2366 Email: michaelglass@alpinebank.com with a courtesy copy to: Ronald Garfield, Esq. Garfield & Hecht, P.C. 601 E. Hyman Avenue Aspen, Colorado 81611 Facsimile: (970) 925-3008 Email: garfield@garfieldhecht.com with a courtesy copy to: Carl A. Eklund, Esq. Ballard Spahr Andrews & Ingersoll, LLP 1225 17th Street, Suite 2300 Denver, Colorado 80202-5596 Facsimile: (303) 382-4630 Email: eklundc@ballardspahr.com with a courtesy copy to: Vincent, J. Marriott, III, Esq. Ballard Spahr LLP 1735 Market Street, 51st Floor Philadelphia, Pennsylvania 19103 Facsimile: (215) 864-9762 Email: Marriott@ballardspahr.com Borrower: Cordillera Golf Club, LLC 9279497 24

DRAFT 9/2526/12 SUBJECT TO FURTHER REVIEW AND REVISION Attn: Daniel L. Fitchett, Jr., CEO 97 Main Street, Suite E202 Edwards, CO 81632 Facsimile: (970) 926-5934 Email: dfitchett@cordillera-vail.com with a courtesy copy to: Mikel R. Bistrow Western Regional Co-Chair Bankruptcy and Reorganization Practice Foley & Lardner LLP 402 West Broadway Suite 2100 San Diego, California 92101 Facsimile: 619-234-3510 Email: mbistrow@foley.com and Christopher Celentino Western Regional Co-Chair Bankruptcy and Reorganization Practice Foley & Lardner LLP 402 West Broadway Suite 2100 San Diego, California 92101 Facsimile: 619-234-3510 Email: ccelentino@foley.com Wilhelm: (solely for the purposes of Section 8.4) David Wilhelm 97 Main Street, Suite E 202 Edwards, Colorado 81632 Facsimile: 971-927-2834 Email: dwilhelm@hotmail.com With a courtesy copy to: Gordon and Rees, LLP Attn: Megan M. Adeyemo 555 Seventeenth Street Suite 3400 Denver, CO 80202 Facsimile: (303) 534-5161 Email: madeyemo@gordonrees.com
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13.8 Severability. If any provision of this Agreement is held invalid or unenforceable in whole or in part, such provision will be ineffective to the extent of such invalidity or unenforceability without in any manner effecting the validity or enforceability of the remaining provisions of this Agreement. 13.9 Obligations Unconditional. All of the Borrowers obligations under this Agreement and the other DIP Loan Documents are absolute and unconditional and shall not be subject to any offset or deduction whatsoever. 13.10 Counterparts. This Agreement may be executed in any number of counterparts, and by the Lender and the Borrower in separate counterparts, each of which shall be an original, but all of which shall taken together constitute one and the same agreement. The parties hereby acknowledge and agree that facsimile or electronic signatures of this Agreement shall have the same force and effect as original signatures. 13.11 INTENTIONALLY OMITTED.
13.12 Bankruptcy Court Approval. This Agreement and the Borrowers and the Lenders obligations and duties hereunder is expressly conditioned upon approval by the Bankruptcy Court and entry of the Final Order and are in each case subject to the Final Order. 13.13 Further Assurances. In the course of this Agreement, as a condition to Closing, and after the Closing, the Borrower shall, at its sole cost and expense, whenever and as often as it shall be requested to do so by the Lender, cause to be executed, acknowledged or delivered any and all such further instruments and documents, and shall take all such actions, as may be necessary or proper, in the reasonable opinion of the Lender, in order to carry out the intent, purpose and terms of this Agreement. 13.15 Time of the Essence. The Parties acknowledge that time is of the essence of this Agreement.
13.17 No Third Party Beneficiaries. The provisions of this Agreement are not intended to be for the benefit of any Person not a party hereto including but not limited to any creditor or other person to whom any debts or obligations are owed by, or who may have any claims against the Borrower. Further, no such creditor or any other third person shall obtain any rights under this Agreement or shall, by reason of this Agreement, be permitted to make any claim against Lender or the Borrower. 13.18 Correction Documents. If any document made or given by the Borrower in connection with the Closing or any other transaction arising out of this Agreement shall be lost, misplaced, misstated, or inaccurately reflects the true and correct terms and conditions of this Agreement, the Borrower will promptly comply with the Lenders request to execute, acknowledge, initial, and deliver to the Lender any documentation which the Lender deems necessary to replace or correct the lost, misplaced, misstated or inaccurate document(s). All documents which the Lender requests of the Borrower hereunder shall be referred to as "Correction Documents" and shall be delivered to Lender within five (5) Business Days after the date of the Lenders written request for such document. Any written request under this Agreement may be made by the Lender, (including assignees, and persons acting on behalf of the Lender) or any title company or escrow agent providing settlement services and shall be prima facie evidence of necessity for such Correction Document. 13.19 INTENTIONALLY OMITTED. Conflict with Term Sheet. Subject to approval of the 9019 Motion, in the event of any conflict between the Term Sheet and the DIP Loan Documents, the Term Sheet shall control.
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13.20 ACKNOWLEDGEMENTS. THE BORROWER ACKNOWLEDGES THAT, WITH RESPECT TO THIS AGREEMENT, THE BORROWER SHALL RELY SOLELY ON ITS OWN JUDGMENT AND ADVISORS IN ENTERING THEREIN WITHOUT RELYING IN ANY MANNER ON ANY STATEMENTS, REPRESENTATIONS OR RECOMMENDATIONS OF THE LENDER OR ANY AGENT, ATTORNEY, CONSULTANT, EMPLOYEE, OFFICER, DIRECTOR OR PARENT, SUBSIDIARY OR AFFILIATE OF THE LENDER. BY EXECUTING THIS AGREEMENT, THE BORROWER ACKNOWLEDGES THAT THE BORROWER IS KNOWLEDGABLE AND SOPHISTICATED AND HAS ACTUAL NOTICE AND KNOWLEDGE OF ALL THE PROVISIONS OF THIS AGREEMENT AND ANY EXHIBITS ATTACHED HERETO AND HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY, WITHOUT DURESS OR COERCION OF ANY KIND, AND AS A WELL-REASONED EXERCISE OF THE BORROWERS BUSINESS JUDGMENT. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
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DRAFT 9/2526/12 SUBJECT TO FURTHER REVIEW AND REVISION BORROWER:
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CORDILLERA GOLF CLUB, LLC, a Delaware limited liability corporation By: ____________________________ Print Name: ____________________ Title: ___________________________ LENDER: ALPINE BANK, a Colorado banking corporation By: ____________________________ Michael Glass, President
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Document comparison by Workshare Compare on Wednesday, September 26, 2012 5:14:08 PM Input: Document 1 ID Description Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions Deletions Moved from Moved to Style change Format changed Total changes 29 22 1 1 0 0 53 interwovenSite://DMS-WEST/DMWEST/9279497/3 #9279497v3<DMWEST> - Cordillera DIP Loan Agreement interwovenSite://DMS-WEST/DMWEST/9279497/4 #9279497v4<DMWEST> - Cordillera DIP Loan Agreement Standard
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION DEBTOR-IN-POSSESSION LOAN AGREEMENT This DEBTOR-IN-POSSESSION LOAN AGREEMENT (this Agreement) is entered into as of September__, 2012 by and between debtor and a debtor-in-possession Cordillera Golf Club, LLC, a Delaware limited liability company d/b/a The Club at Cordillera (the Borrower), and Alpine Bank, a Colorado banking corporation (the Lender). Capitalized terms utilized herein shall have the meanings ascribed to such terms in Section 1.1 of this Agreement unless otherwise specified herein. Each of the Lender and the Borrower may be referred to as a Party and collectively as the Parties. RECITALS WHEREAS, on June 26, 2012 (Petition Date), the Borrower filed a voluntary petition under the Bankruptcy Code (as hereinafter defined) in the United States Bankruptcy Court for the District of Delaware (and since transferred to the United States Bankruptcy Court for the District of Colorado) commencing the Proceeding (as hereinafter defined). The Borrower has remained in the possession of its assets and has continued in the management and operation of its business as a debtor in possession in accordance with Sections 1107(a) and 1108 of the Bankruptcy Code; WHEREAS, as of the Petition Date, the Borrower is the owner and operator of The Club at Cordillera (the Club) located in Eagle County, Colorado, consisting of three 18-hole golf courses and a short course (collectively the Golf Courses); 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; WHEREAS, in order to provide liquidity for the Borrower in the Proceeding and to facilitate a Capital Event, the Borrower has requested that the Lender provide a final debtor-in-possession financing facility (the Final DIP Loan) to the Borrower (i) to repay in full all amounts outstanding under or with respect to the Interim DIP Loan (as hereinafter defined), and (ii) to provide ongoing working capital funds that the Borrower requires, in accordance with the terms of the Budget (defined below) and the terms herein and in the Final Order (as hereinafter defined), to pay the Borrowers ongoing and budgeted operating expenses including but not limited to maintenance, upkeep and winterization of the golf courses; WHEREAS, the Lender has indicated a willingness to extend financing to the Borrower upon such terms and conditions upon the entry of the Final Order; WHEREAS, the Borrower and the Lender shall use its reasonable efforts to have the Bankruptcy Court enter the Final Order pursuant to which the Lender shall make the Final DIP Loan available to the Borrower, subject to the terms, provisions and conditions of this Agreement and the Final Order. NOW, THEREFORE, in consideration of these premises and of the mutual undertakings set forth herein, the parties hereto agree to as follows: ARTICLE 1 DEFINITIONS 1.1 Terms. As used in this Agreement, the following terms shall have the following meanings: Advance means each advance of funds to or for the benefit of the Borrower under the Final DIP Loan.
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION Agreement means this Debtor-In-Possession Loan Agreement, as amended, modified, revised or restated from time to time as provided in the Final Order. Applicable Law means all federal, state and local laws, ordinances, rules and regulations, including the terms and conditions of any entitlements, zoning or other land use regulations and rules and regulations of any legislative or quasi-legislative body, agency, commission, special district, judicial, quasi-judicial or other political subdivision having jurisdiction over the Club. Applicable Rate shall mean the non-default rate for the Final DIP Loan as more fully set forth in Section 2.3 below. Assets means all real property including all water rights and all personal property of the Borrower, including but not limited to, the Club, whether now owned or existing, or hereafter acquired or arising, and wherever located, and whether owned before or after the Petition Date, including all of the following assets, properties and interests in property of the Borrower: all furniture, fixtures, equipment, inventory, accounts receivable, general intangibles, contracts and contract rights, permits, licenses, entitlements, all Declarant Rights (defined below), Borrowers Books (defined below) and all goods, instruments, investment property, letter of credit rights, chattel paper, commercial tort claims, and all proceeds from the disposition thereof, together with all dues, assessments, fees or other charges payable to the Borrower by or on account of all Club memberships for all categories and all privileges with respect to all Golf Courses properties and facilities now or hereafter owned by the Borrower, including, but not limited to, memberships, issued pursuant to that certain membership plan for The Club at Cordillera Amended and Restated November 30, 2007, and any amendments, modifications, supplements or restatements thereof and all revenues, whether in the form of a lump sum payment or any installments or on any other credit terms from the sale, exchange or upgrade of Memberships, less all refund payments paid or payable in connection with the sale, exchange or upgrade of any memberships now existing or hereafter issued, together with all assets of Borrower which hereafter come into the possession, custody, or control of the Lender; and all proceeds and products, whether tangible or intangible, including proceeds of insurance covering any or all of the foregoing, and any and all tangible or intangible property resulting from the sale, lease, license or other disposition of the foregoing, or any portion thereof or interest therein, and all proceeds thereof; and all other property of the Borrowers estate in the Proceeding or otherwise. Authorized Officer means any officer or other representative of the Borrower authorized to transact business with the Lender. The Lenders reasonable determination of apparent authority made without further inquiry shall be sufficient for the Lender to rely upon such officer or other representative holding himself or herself out to be an Authorized Officer. The Borrower in its discretion may provide to the Lender a list of those officers or other representatives who shall be the sole Authorized Officers, which list may be amended from time to time. Automatic Stay means the automatic stay imposed under Section 362(a) of the Bankruptcy Code. Bankruptcy Code means Title 11 of the United States Code (i.e., 11 U.S.C. 101, et seq.). Bankruptcy Court means the United States Bankruptcy Court for the District of Colorado. Benchmarks shall have the meaning set forth in Section 5.1 below. Borrowers Books means all of the Borrowers books and records in paper, electronic or any other format, including all of the following: ledgers; records indicating, summarizing, or evidencing the Borrowers assets or liabilities; all information relating to the Borrowers business operations or financial
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION condition; and all computer programs, disk or tape files, printouts, runs, or other computer-prepared information. "Borrower Retainer Account" means a demand deposit account in the name of the Borrower to be opened and maintained with the Lender, from which the Borrower shall be authorized to make withdrawal to pay Professional Fees in accordance with the terms of this Agreement. Borrowing Request means a request to be delivered by the Borrower to the Lender in form and substance satisfactory to the Lender pursuant to which the Borrower shall request Advances. Budget means a cash revenue and expense budget for the operation and maintenance of the Assets including the Club and conduct of the Proceeding until December 28, 2012, compiled by week and showing the weekly and cumulative expenses, revenues, Cash Shortfall and Advance needs and otherwise in form and substance satisfactory to the Lender in its sole discretion and that has been approved in writing by the Lender. The approved initial Budget is attached to the Final Order. Business Day means any day that is not a Saturday, Sunday, legal holiday or other day on which banks in the State of Colorado are authorized or required to close. Cash means U.S. dollar currency or immediately available wired U.S. funds. Cash Collateral shall mean cash or other cash equivalents as more fully set forth in Section 363(a) of the Bankruptcy Code. Capital Event means, whether effected by motion or by a plan of reorganization or liquidation, a (a) sale of any material portion of the Assets of the Borrower (including without limitation, the sale of one or more of the Golf Courses), including, without limitation, the Sale, (b) an equity investment in, or the purchase of an equity interest of, the Borrower or a successor entity under a plan (including, without limitation, the issuance and purchase of (i) warrants to acquire any such equity interest, or (ii) debt convertible into any such equity interest), or (c) the incurrence by the Borrower of any debtor-inpossession or reorganization financing from any source other than Lender; provided, that (x) the incurrence in the ordinary course of business of trade or similar debt or debt that is secured by a Permitted Encumbrance, or (y) equity investments by any existing direct or indirect equity holder of the Borrower made during the course of the Proceeding to fund working capital shortfalls shall not be deemed to be a Capital Event. Capital Event Pleadings means the motions, plan of reorganization or liquidation, or other court filings by which approval and implementation of a Capital Event is sought and effected. Cash Collateral Order means the interim Order (A) Authorizing Debtors Use of Cash Collateral, (B) Granting Adequate Protection, and (C) Scheduling Final Hearing Pursuant to Bankruptcy Rule 4001, dated June 27, 2012 (as amended). Closing shall have the meaning set forth in Article 11 below. Closing Date shall have the meaning set forth in Article 11 below. Committee means the official committee of unsecured creditors and any other committee formed, appointed, or approved in or in connection with the Proceeding and each of such committees shall be referred to herein as a Committee. 9279497 3

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"Committee Retainer Account means the attorney trust account of Munsch Hardt Kopf & Harr
P.C.
Confidentiality Agreement means the Confidentiality and Non-Disclosure Agreement to be signed by Borrower and Lender as required under Sections 5.31a, 8.1(i); 8.1 (ii), 8.1 (iii) and Sections 8.5 c and d of this Agreement. Correction Documents shall have the meaning set forth in Section 13.18 below. Daily Balance means the amount owned on the Post-Petition Obligations at the end of a given Business Day. Declarant Rights means all those rights, titles, interests, benefits and obligations described in that certain Assignment of Declarant Rights recorded June 29, 2009, as Reception No. 200912622 of the Real Estate Records of Eagle County, Colorado. Default means any event or occurrence or set of facts which could constitute an Event of Default with the passage of time or the giving of notice. Default Rate shall have the meaning set forth in Section 2.3 below. DIP Collateral shall have the meaning set forth in Section 4.1 below. DIP Liens shall have the meaning set forth in Section 4.1 below. DIP Loan Documents means shall mean, collectively, this Agreement, the Final Order and all notes, deeds of trust, mortgages, security agreements, financing statements certificates, instruments and other documents now or at any time hereafter executed and/or delivered by the Borrower in connection with this Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced Dispute shall have the meaning set forth in Section 10.4 below. Event of Default means any event specified in Section 7.1 below. F&B means Cordillera F&B, LLC, a Delaware limited liability company. Final DIP Loan means the debtor-in-possession facility to be made available by the Lender to the Borrower in accordance with this Agreement and the Final Order, not to exceed the Maximum Amount. Final Order means the order of the Bankruptcy Court entered in the Proceeding after a final hearing under Rule 4001(c)(2) of the Federal Rules of Bankruptcy Procedure or such other procedures as approved by the Bankruptcy Court which order shall be in form and substance satisfactory to the Lender in the Lenders sole discretion, and from which no appeal or motion to reconsider has been timely filed by any Committee or other Person, or, if timely filed, such appeal or motion to reconsider has been dismissed or denied (unless the Lender waives such requirement), together with all extensions, modifications and amendments thereto, which, among other matters but not by way of limitation, authorizes the Borrower to obtain credit from, incur indebtedness to Lender, and grant for the use and benefit of the Lender, priming, first priority DIP Liens under this Agreement and the other DIP Loan Documents, as the case may be, and provides for the superpriority administrative expense status of the Post-Petition Obligations.
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION Forbearance shall have the meaning set forth in Section 6.2 below. Governmental Authority means any United States federal, state or local or any foreign government, governmental regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body of competent jurisdiction. Interim DIP Loan means the loan made by the Lender to the Borrower under the Interim Order. Interim Order means the order of the Bankruptcy Court entered in the Proceeding pursuant to 11 U.S.C. 105, 361, 362, 363(c), 364(c), 364(d) and 364 (e) and Fed. R. Bankr. P. 2002, 4001 and 9014(i) Granting Security Interests and Super-priority Administrative Expense Claims and (iii) Authorizing the Use of Cash Collateral as Provided Herein, Dkt. #270, as extended by the Order granting the Debtor's Motion to (a) Extend and Increase Interim Financing and (B) Extend Use of Cash Collateral Under the Terms of the Prior Order, Dkt. #393, and as further extended by the Order (A) Further Extending and Increasing Interim Financing and (B) Further Extending Use of Cash Collateral Under the Terms of the Prior Order, Dkt. #457. Lender Released Parties shall have the meaning set forth in Section 10.2 below. Loans means the Pre-Petition Loan and the Final DIP Loan. Loan Documents means the Pre-Petition Loan Documentation and the DIP Loan Documents. Material Adverse Change means a material adverse change in (a) the Borrowers ability to pay or perform its Obligations in accordance with the terms of the DIP Loan Documents, or (b) the validity or enforceability of the Final Order or any of the other DIP Loan Documents, or (c) the rights and remedies of Lender under the Final Order and the other Final DIP Loan Documents. Maturity Date means the date that is the earliest to occur of: (i) the effectiveness, closing or other consummation of a Capital Event, (ii) the delivery of a Termination Notice and acceleration of the Final DIP Loan by the Lender after the occurrence of an Event of Default that is not cured as provided in the DIP Loan Documents or waived, or (iii) the Outside Date. Maximum Amount means $3,239,955.00. Net Cash Proceeds means, with respect to any Asset disposition or sale outside the ordinary course of business, the aggregate Cash from the sale thereof minus (i) the direct costs and expenses incurred in connection therewith; and (ii) any portion of any such proceeds which Lender agrees should be reserved for post-closing adjustments or other matters(including operations). Note means the promissory note evidencing the Final DIP Loan, made by the Borrower to the order of the Lender concurrently herewith or at any time hereafter. Obligations means the Post-Petition Obligations and the Pre-Petition Obligations. Offer means an offer that is acceptable to Lender to purchase the Pre-Petition Obligations, the Post-Petition Obligations or both. Orders means the Interim Order and the Final Order. Outside Date means December 28, 2012. Permitted Encumbrances shall mean such liens and the encumbrances as are set forth on Exhibit B to the Final Order. 9279497 5
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION Permitted Variance shall have the meaning set forth in the Final Order. Person means any individual, sole proprietorship, partnership, limited liability partnership, joint venture, trust, unincorporated or non-profit organization, association, corporation, limited liability company, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal or otherwise, including any instrumentality, division, agency, body or department thereof) and shall include such Persons successors and assigns. Petition Date shall have the meaning ascribed to such term in the above Recitals. Post-Petition means the time period beginning immediately after the filing of the Proceeding. Post-Petition Obligations means all amounts due to the Lender under or with respect to the Final DIP Loan and the DIP Loan Documents. Pre-Petition means the time period ending immediately prior to the filing of the Proceeding. Pre-Petition Liens means all Pre-Petition liens, security interests, rights and interests of the Lender in and to the Assets, securing the Pre-Petition Obligations under the terms of the Pre-Petition Loan Documentation. Pre-Petition Loan means a business purpose loan made June 26, 2009, by the Lender to the Borrower and F&B in the original principal sum of $13,700,000.00 with a current asserted unpaid principal sum of $12,700,000.00 plus interest and all other fees, charges, costs and expenses properly chargeable to said loan under the Pre-Petition Loan Documents. Pre-Petition Loan Documentation shall mean all notes, guarantees, deeds of trust, mortgages, security agreements, financing statements, certificates, instruments and other documents now or at any time hereafter executed and/or delivered by the Borrower in connection with the Pre-Petition Loan, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. Pre-Petition Obligations means all amounts due to the Lender under or with respect to the PrePetition Loan and the Pre-Petition Loan Documentation. In accordance with the Term Sheet, and subject to approval of the 9019 Motion (as defined in the Term Sheet), the Pre-Petition Obligations shall be deemed an allowed secured claim in the amount of $13,037,559.18, subject to verification as to calculation of amount only, plus such amounts, if any, as are allowable under 11 U.S.C. 506(b). Proceeding means the case of the Borrower under Chapter 11 of the Bankruptcy Code, pending in the Bankruptcy Court, styled as Case No. 12-24882-ABC. Professional Advances shall have the meaning set forth in Section 2.1(d) below. Professional Fees shall have the meaning set forth in Section 2.1(d) below. Prohibited Use shall have the meaning set forth in Section 2.9 below. Repayment shall have the meaning set forth in Section 2.1(c) below. Retainer Accounts shall mean the Borrower Retainer Account and the Committee Retainer Account.
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION "Sale" means the sale of all of the operating Assets of the Borrower as contemplated by, and in accordance with the schedule set forth in, the Term Sheet. Subject Obligations means the Obligations that are the subject of an Offer. Term means the period from the Closing Date through and including the earlier of (i) the Maturity Date or (ii) the indefeasible payment and performance in full of the Post-Petition Obligations. "Term Sheet" means the Term Sheet, dated as of September 17, 2012, a copy of which is attached hereto as Exhibit "A," the terms of which are subject to approval of the 9019 Motion. Termination Notice means a notice that may be delivered by the Lender to the Borrower upon the occurrence of an Event of Default. UCC means Colorados codification of the Uniform Commercial Code as amended from time to time. Variance Report shall mean a report to be delivered by the Borrower to the Lender in form and substance satisfactory to the Lender and delivered with each Borrowing Request reflecting without limitation, the following: (i) the actual cash receipts and disbursements on a line item basis for the preceding week and (ii) the actual cash receipts and disbursements on a cumulative basis since the Petition Date, (iii) the Cash Shortfall for the week and on a cumulative basis and, (iv) containing a narrative analysis of Borrowers performance for the preceding week and any line-by-line variance from such period in the approved Budget. Waiver Statement shall have the meaning set forth in Section 8.4 below. Wilhelm means David A. Wilhelm. ARTICLE 2 ADVANCES AND TERMS OF PAYMENT 2.1 Advance; Advance Limit; Use of Proceeds; Professional Advances. a. Advance. Subject to the terms and conditions set forth herein, the Lender agrees to make Advances from time to time in accordance with the Budget during the Term in an aggregate principal amount up to the Maximum Amount. b. Advance Limit. Upon one (1) Business Day written request of the Borrower in the form of a Borrowing Request, which requests shall not exceed one (1) per calendar week, during the Term and so long as (i) no Default or Event of Default has occurred and is continuing and (ii) the conditions precedent in Article 3 below have been satisfied or waived by the Lender in writing, the Lender shall make Advances not to exceed one (1) per week. The Variance Report will be provided to Lender two (2) Business Days following delivery to Lender of a Borrowing Request. c. Use of Proceeds. The Borrower is authorized to use said Advances to (i) repay all amounts then outstanding under or with respect to the Interim DIP Loan on the Closing Date (the Repayment), which Repayment shall be effectuated by the Lender by making an Advance directly to itself for such purpose, (ii) pay the expenses specifically identified in the budget attached to the Interim Order that were not previously funded by advances from the Interim DIP Loan, subject to the variances permitted by such Interim Order, (iii) pay interest accruing on the Final DIP Loan in accordance with the DIP Loan Documents, which payment will be effectuated 9279497 7
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION by the Lender making an Advance directly to itself for such purpose, and (iii) pay the Borrowers operating, working capital, and administrative expenses set forth in the approved Budget. d. Professional Advances. (i) On the Closing Date, or as soon thereafter as reasonably practicable, the Lender shall make Advances (the "Professional Advances") to (I) fund the Borrower Retainer Account in the amount of $665,000, and (II) fund the Committee Retainer Account in the amount of $300,000. Notwithstanding the occurrence of a Default or an Event of Default or passage of the Maturity Date, amounts on deposit in the Retainer Accounts may be used by the Debtor or the Committee, as applicable, to pay the Bankruptcy Court-approved fees and expenses of professionals and members of the Committee in the Proceeding (the "Professional Fees"), so long as such fees and expenses were (I) incurred prior to the Maturity Date, (II) have not arisen in connection with any Prohibited Use, (III) do not exceed amounts set forth in the Budget for such fees and expenses, subject to the Permitted Variance, and (IV) to the extent incurred after the occurrence of an Event of Default and delivery of a Termination Notice (as hereinafter defined), do not exceed $100,000 in the aggregate. (ii) Lender shall be entitled to object to approval of any professional fees and expenses on any available grounds (excepting only that a Default or Event of Default has occurred and is continuing, or the Maturity Date has passed), and notwithstanding amounts therefor reflected in the Budget, the Professional Advances shall not be used to make any payments in accordance herewith until the Professional Fees to which such advances shall be applied have been approved by the Bankruptcy Court. (iii) The Professional Advances, when made, shall be part of the Post-Petition Obligations for all purposes, and secured by the DIP Liens, whether or not yet used for the payment of any Professional Fees. (iv) The DIP Liens shall be deemed to attach to any amounts on deposit in the Retainer Accounts, if any, that are in excess of the aggregate Professional Fees ultimately payable therefrom in accordance herewith, without further action by the Lender. The Committee shall promptly return to the Debtor or, if any of the PostPetition Obligations remain then outstanding, to the Lender, any amounts in the Committee Retainer Account, if any, constituting any such excess.
e. Repayment and Interest Advances. Lender, without the need for a Borrowing Request, may make Advances to itself to make the Repayment and to pay interest accruing with respect to the Final DIP Loan, and such Advances shall be part of the Post-Petition Obligations for all purposes, and secured by the DIP Liens. 2.2 Authorization to Make Advances. The Lender shall make Advances to the Borrower based upon a Borrowing Request accompanied by a Variance Report received from an Authorized Officer. The Borrowing Request shall specify the date on which such Advance is to be made (which day, as set forth above, shall be a Business Day at least two (2) Business Days after the Borrowing Request is received by 9279497 8
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION the Lender). Advances made under this Agreement shall be conclusively presumed to have been made to, at the request of, and for the benefit of the Borrower when deposited to the credit of the Borrower or otherwise disbursed in accordance with the instructions of any Authorized Officer or in accordance with the terms and conditions of this Agreement. All Advances, except as otherwise set forth herein, shall be made by a transfer to account #103680673730 maintained by the Borrower with US Bank, National Association. 2.3 Interest. Except where specified to the contrary in the DIP Loan Documents, the outstanding principal balance of the Final DIP Loan shall bear interest at the fixed rate of six percent (6%) per annum (the Applicable Rate) on the Daily Balance. After the occurrence of and during the continuation of an Event of Default, the Post-Petition Obligations shall accrue interest on the Daily Balance, at the Applicable Rate on all outstanding amounts due on the Final DIP Loan plus four percent (4.00%) (the Default Rate). All interest payable under the DIP Loan Documents shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed on the Daily Balance. Interest as provided for herein shall continue to accrue until the Post-Petition Obligations are indefeasibly paid in full. In no event shall interest on the Final DIP Loan exceed the highest lawful rate in effect from time to time. It is not the intention of the parties hereto to make an agreement which violates any applicable state or federal usury laws. In no event shall the Borrower pay or shall the Lender accept or charge any interest which, together with any other charges upon the principal or any portion thereof that would be considered interest, exceeds the maximum lawful rate allowable under any applicable state or federal usury laws. Should any provision of this Agreement or any existing or future loan documents between the Parties be construed to require the payment of interest or any other fees or charges which could be construed as interest which, together with any other charges upon the principal or any portion thereof and any other fees or charges which could be construed as interest, exceeds the maximum lawful rate of interest, then any such excess shall be applied to principal balance of the Final DIP Loan, if any, and the remainder refunded to the Borrower. 2.4 Maturity Date. The Final DIP Loan shall be due and payable in full upon the expiration of the Term. Except in the case of a Termination Notice, the Lender shall not be obligated to give the Borrower any notice of the expiration of the Term. The Maturity Date shall be no later than December 28, 2012. 2.5 Prepayment. The Borrower shall have the right from time to time to prepay all or any part of the outstanding principal balance of the Post-Petition Obligations without premium or penalty, provided that there shall be no right to require Lender to re-Advance any prepaid amounts. Any prepayment in whole or in part shall include accrued interest and in the case of a full prepayment, all other sums then due hereunder. No partial prepayment shall affect the obligation of the Borrower to make any payment of principal or interest hereunder on the due dates specified herein. 2.6 Mandatory Prepayments. Except as otherwise consented to by the Lender, the Borrower shall prepay, without premium or penalty, the Post-Petition Obligations at any time and from time to time in the amount of any Net Cash Proceeds from the payment of insurance losses or claims, tax refunds, indemnification payments, condemnation, or any Asset disposition or other source not in the ordinary course of course of business and not a Capital Event. There shall be no right to require Lender to reAdvance any prepaid amounts. Any prepayment in whole or in part shall include accrued interest and in the case of a full prepayment, all other sums then due hereunder. 2.7 INTENTIONALLY OMITTED.
2.8 Lender Fees. There shall be no Lender fees or points payable in connection with the Final DIP Loan.
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION 2.9 Prohibited Use of Advances. No Advance shall be used to pay professional fees or expenses of any party to assert or join in any claim, counterclaim, action, proceeding, application, motion, objection, defense or other contested matter seeking (a) to modify (without the consent of the Lender), or to object to, contest, or raise any defense to the validity, perfection, priority, extent, or enforceability of, (i) any amount due or obligation owed under or with respect to the Post-Petition Obligations, (ii) the DIP Liens or the Superpriority Claim (as defined in the Final Order), (iii) any amount due or obligation owed under or with respect to the Pre-Petition Obligations, or (iv) Pre-Petition Liens, (b) to assert any claims, defenses, or causes of action against the Lender, as lender under any of the Obligations, or its agents, affiliates, subsidiaries, directors, officers, employees, representatives, attorneys or advisors, or successors or assigns (in such capacities), (c) to prevent, hinder, or otherwise delay the Lenders, as lender under any of the Obligations, assertion or enforcement of its rights and remedies provided under (i) the DIP Loan Documents, (ii) the Final Order, or (iii) after expiration of the Forbearance (as hereinafter defined), the Pre-Petition Loan Documentation, (d) to dismiss the Proceeding or to convert the Proceeding to a case under Chapter 7 of the Bankruptcy Code, or (e) to otherwise take any action, the result of which is or would give rise to an Event of Default (each of the foregoing, a "Prohibited Use"); provided, that verification of the amount of the Pre-Petition Obligations, as contemplated by the Term Sheet, shall not be deemed a Prohibited Use.
ARTICLE 3 CONDITIONS TO ADVANCES 3.1 Conditions Precedent to Closing. The Closing and the obligations of the Lender hereunder are subject to the satisfaction in the Lenders sole discretion of each of the following conditions precedent: a. Delivery of Loan Documents. The Lender shall have received on or prior to the Closing Date each of the DIP Loan Documents, each dated the Closing Date unless otherwise indicated or agreed to by the Lender, in form and substance satisfactory to the Lender); b. Statements of Authority. The Lender shall have received on or before the Closing Date, a certificate of the Secretary of State of the state of organization of the Borrower attesting as of a recent date to the good standing of the Borrower in such state and if the Borrower is a foreign entity a certificate from the Secretary of State of Colorado that the Borrower is qualified to transact business in Colorado; c. Borrowing Resolutions. The Lender shall have received on or before the Closing Date, a certificate of the manager or managing member as applicable of the Borrower certifying (i) the names and true signatures of each officer, manager or member that has been authorized to execute and deliver the DIP Loan Documents or other documents required hereunder to be executed and delivered by or on behalf of the Borrower, (ii) the Borrowers operating agreement as in effect on the date of such certification, (iii) the resolutions of the Borrowers managers or managing members as applicable approving and authorizing the execution, delivery and performance of this Agreement and the other DIP Loan Documents to which it is a party and (iv) that there have been no changes in the articles of organization, operating agreement or resolutions of the Borrower from the applicable documents delivered pursuant to such certificate; f. Proof of Insurance. The Lender shall have received on or before the Closing Date, evidence satisfactory to the Lender that the insurance policies required by DIP Loan Documents are in full force and effect, together with endorsements naming the Lender, as an 9279497 10
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION additional insured or loss payee under all insurance policies to be maintained with respect to the Assets; g. Final Order. The Final Order shall have been duly entered by the Bankruptcy Court and shall be in full force and effect; h. Additional Documents. Such other certificates, documents, agreements and information respecting the Borrower as the Lender may reasonably request.
3.2 Conditions Precedent to Each Advance. The obligation of the Lender on any date (including the Closing Date) to make any Advance (other than an Advance to pay the Interim DIP Loan or an Advance to pay interest on the Final DIP Loan) is further subject to the satisfaction of each of the following conditions precedent: a. Borrowing Request. The Lender shall have received a Borrowing Request executed by an Authorized Officer. b. Variance Report. The Lender shall have received a Variance Report executed by an Authorized Officer. c. Representations and Warranties; No Defaults. The following statements shall be true on the date of such Advance, both before and after giving effect thereto and to the application of the proceeds thereof. Except as may be affected by the commencement of the Proceeding, applicable provisions of the Bankruptcy Code, or orders issued in the Proceeding by the Bankruptcy Court, the representations and warranties set forth in this Agreement shall be true and correct on and as of the Closing Date and shall be true and correct in all respects (unless such representation and warranty is already qualified by materiality, then such representation and warranty shall be true and correct in all material respects) on and as of any date after the Closing Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date; and no Default or Event of Default shall have occurred and be continuing. d. No Legal Impediments. The making of the Advance on such date does not violate any Applicable Law, regulation, administrative order, order of any court or other Governmental Authority on the date of or immediately following such Advance and is not enjoined, temporarily, preliminarily or permanently. e. Final Order. The Final Order shall be in full force and effect and shall not have been stayed, vacated, withdrawn, reversed, or subject to appeal and shall have not been amended, supplemented or otherwise modified without the prior consent of the Lender (which consent may be withheld in the Lenders sole discretion). f. No Event of Default. Except as to Professional Advances to the extent set forth herein, there shall exist no Default or Event of Default.
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION ARTICLE 4 SUPERPRIORITY NATURE OF OBLIGATIONS, GRANT AND PRIORITY OF LIENS
4.1 Grant of Liens. In order to secure repayment of the Final DIP Loan, the Borrower hereby conveys, assigns, grants and pledges to the Lender, a lien, pledge and security interest (the DIP Liens) encumbering all of Borrowers Assets, now existing or hereafter acquired, excluding (a) claims and recoveries under Sections 544-550 of the Bankruptcy Code, (b) payroll and fiduciary deposit accounts required by law, and any assets which are not assignable by the Debtor as a matter of law, including under the Bankruptcy Code, (c) amounts on deposit in the Retainer Accounts, except as set forth herein, (d) the Retainers, as defined in the Interim Order, and (e) the CTC Settlement Payment (as defined in the Term Sheet) (all collectively the DIP Collateral). The foregoing liens, pledges and security interests shall be self-executing without necessity of further documentation, and shall be senior to and have priority over all other liens, claims, or encumbrances on or in the DIP Collateral, whether arising before or after the Petition Date, except for the Permitted Encumbrances, as and to the extent provided in the Final Order. 4.2 Security for Obligations. The DIP Liens and the DIP Collateral secure the indefeasible payment in full and performance of the Post-Petition Obligations. 4.3 Super-priority Nature of the Post-Petition Obligations. The Post-Petition Obligations shall have the status in the Proceeding of super-priority administrative expenses under Section 364(c)(1) of the Bankruptcy Code, and shall have priority over all other claims, costs and expenses of the kinds specified in, or ordered pursuant to, Sections 105, 326, 330, 331, 503(b), 506(c), 507(a), 507(b), 726 or any other provision of the Bankruptcy Code as and to the extent provided in the Final Order. 4.4 Deeds of Trust. The Borrower shall duly execute and hereby authorizes the Lender to record in the real estate records a deed of trust encumbering all the DIP Collateral that constitutes real property together with, but not limited to, all improvements thereon, all water rights and all fixtures that under state law may be considered as an interest in real property. 4.5 Security Agreement. The Borrower shall duly execute and deliver to Lender security agreements conveying all the DIP Collateral that is personal property or otherwise subject to the provisions of the UCC. 4.6 Financing Statements. The Borrower hereby authorizes the Lender to file one or more initial financing or continuation statements (including the description of the DIP Collateral as all assets or all personal property and all after acquired property or assets of the Borrower), and amendments thereto, relative to all or any part of the DIP Collateral without the signature of the Borrower. ARTICLE 5 SALE/EXCLUSIVITY COVENANTS 5.1 Term Sheet Benchmarks. The Borrower shall satisfy the Sale benchmarks set forth in the Term Sheet (the "Benchmarks") 5.2 INTENTIONALLY OMITTED.
5.3 Exclusivity. Any order obtained by the Borrower extending plan filing or solicitation exclusivity shall provide that such exclusivity shall expire as to the Lender and the Committee (and only the Lender and the Committee) upon the occurrence of an Event of Default and delivery of a Termination Notice.
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION ARTICLE 6 STAY RELIEF AND FORBEARANCE 6.1 Relief from Stay. Pursuant to the Final Order, the Lender shall be granted relief from the Automatic Stay with respect to its rights and remedies under the Pre-Petition Loan Documentation and under applicable state law as provided in the Final Order.
6.2 Lender Forbearance. Notwithstanding the granting of relief from the Automatic Stay, the Lender shall forbear (the Forbearance) from exercising any rights and remedies under the Pre-Petition Loan Documentation as provided in subject to the Final Order until the earlier of (a) the Maturity Date, (b) repayment in full of the Post-Petition Obligations, or (c) the occurrence of an Event of Default and delivery of a Termination Notice, unless simultaneously therewith, the Pre-Petition Loan Obligations are repaid in full. ARTICLE 7 DEFAULT AND REMEDIES 7.1 Events of Default. In addition to any Events of Default under other of the DIP Loan Documents, each of the following shall be an Event of Default under the Final DIP Loan: a. The failure to repay the Post-Petition Obligations in full on or before the Maturity Date or otherwise as and when due; provided, that if a Capital Event consistent with the Term Sheet has closed on or before the Outside Date, the Borrower shall have a grace period of up to 5 days to make the payments otherwise due hereunder on the Maturity Date. b. The issuance of an order (i) staying, reversing, modifying (unless such modification will not adversely affect the Lender in its capacity as the maker of the Final DIP Loan), the DIP Liens, or the rights of the Lender under or with respect to the Final DIP Loan or the DIP Loan Documents), withdrawing, or vacating the Final Order, or (ii) otherwise adversely affecting the Lender (in its capacity as the maker of the Final DIP Loan), the DIP Liens, or the rights of the Lender under or with respect to the Final DIP Loan or the DIP Loan Documents, in either case without the consent of Lender. c. The dismissal of the Proceeding or the conversion of the Proceeding to Chapter 7. d. The appointment of a Chapter 11 trustee or an examiner with expanded powers in the Proceeding. e. The filing of (1) a plan of reorganization or liquidation by the Borrower or, if exclusivity has been terminated, by any other person or entity that is inconsistent with the terms of the Term Sheet, the DIP Loan Documents, or the Final Order in any material respect, or (2) any Capital Event Pleading that is inconsistent with the terms of the Term Sheet, the DIP Loan Documents, or the Final Order in any material respect. For the avoidance of doubt, the filing by the Borrower and the Committee of a joint plan of liquidation consistent with the Term Sheet shall not constitute an Event of Default hereunder. f. The granting of relief from the automatic stay to any creditor having a lien on or security interest in any material portion of the DIP Collateral permitting foreclosure or repossession of such material portion of the DIP Collateral. 9279497 13

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The failure to meet any Benchmark in any material respect.
h. Expenditure of any amounts not provided for, or in excess of the limits set forth in (subject to the Permitted Variance), the Budget, except to the extent otherwise consented to by the Lender. i. The filing by the Borrower of any motion seeking to use Cash Collateral in a manner inconsistent the DIP Loan Documents or the Final Order, or the granting of any such motion filed by any other Person. j. The issuance of an order denying the 9019 Motion in any material respect, including, as to any provision with respect to the Sale or the allowance of the Pre-Petition Obligations. k. The failure of the Borrower to comply with any other term, condition, covenant, or obligation of the Borrower under the DIP Loan Documents, if Borrower shall fail to effectuate a cure reasonably satisfactory to the Lender within seven (7) Business Days of written notice thereof by Lender. Compliance with this Section 7.1k regarding notice and right to cure shall constitute and satisfy any requirements for notice and right to cure due Borrower under any other of the DIP Loan Documents. j. For sake of clarity, there is no notice (other than a Termination Notice) or right to cure as to any Event of Default under 7.1a through k. above except as provided above. 7.2 Remedies Upon Event of Default. Upon the occurrence of an Event of Default, the Lender may deliver to the Borrower a Termination Notice, whereupon any obligation to make further Advances (except Professional Advances to the extent provided herein) shall terminate, the Forbearance shall terminate, all Obligations shall be deemed immediately due and payable, and the Lender shall be entitled subject to the provisions of the Final Order to exercise all of its rights and remedies with respect to the Post-Petition Obligations, the Pre-Petition Obligations, and the collateral therefor as provided under the Final DIP Loan Documents, the Pre-Petition Loan Documents, the Final Order, and Applicable Law; provided, however, that so long as the Proceeding is pending, Lender shall not be entitled to pursue against the Borrower or its estate for any deficiency, if any, with respect to the Pre-Petition Obligations remaining after any exercise of its rights in the Pre-Petition Collateral except in accordance with the Bankruptcy Code's claims allowance and distribution process or further order of the Bankruptcy Court. ARTICLE 8 ADDITIONAL COVENANTS 8.1 Duty To Provide Financial and Other Information. As part of the DIP Loan Documents, the Lender and the Borrower shall execute a confidentiality and non-disclosure agreement reasonably acceptable to the Lender whereupon, the Borrower (i) shall from time to time provide the Lender with copies of all non-privileged reports, information and other materials reasonably requested by the Lender related to the Borrower or the Assets, (ii) shall cooperate with and permit representatives of Lender to have access to the Golf Courses and other Assets, non-privileged records, management personnel, and non-privileged or non-confidential meetings related to the Borrower or its Assets, and (iii) shall cause its officers and other personnel to make themselves available to and to cooperate reasonably with the representatives of the Lender and their reasonable information requests related to the Borrower and its Assets including, but not limited to, inquiries, investigations and inspections by the Lender regarding any 9279497 14
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION water rights that are part of the Assets or the care, condition, maintenance and repair of the Golf Courses and its irrigation systems.
8.2 Expenses. Borrower shall be obligated, subject to such Bankruptcy Court approval as may be required, for all reasonable out of pocket costs and expenses of the Lender (including, without limitation, reasonable fees, expenses and disbursements of Ballard Spahr LLP and Garfield & Hecht, P.C. as counsel to Lender) in connection with (i) negotiating, documenting, and closing the Final DIP Loan and the DIP Loan Documents, and (ii) the enforcement of the Lenders rights and remedies under the DIP Loan Documents or the Orders, which obligations shall be part of the Post-Petition Obligations and secured by the DIP Liens. Such amounts shall be due and payable on the Maturity Date, if not sooner repaid by consummation of a Capital Event or otherwise. 8.3 Lender Cooperation. The Lender shall provide such cooperation as is reasonably requested by the Borrower in connection with obtaining Bankruptcy Court approval of the Term Sheet, the Final DIP Loan and DIP Loan Documents and any Capital Event Pleadings filed by the Borrower or by the Committee with the consent of the Borrower in compliance with the terms of the Term Sheet, the DIP Loan Documents and the Final Order. 8.4 Right of First Refusal. In the event that the Lender receives an Offer to purchase the Subject Obligations that is acceptable to the Lender and provided that no Notice of Termination has been given, Lender shall provide written notice thereof to the Borrower and to Wilhelm, either of whom or their designee shall then have the right, within ten (10) days of such notice (and regardless of any later date set forth in the Offer for the closing of such transaction), to close on the purchase the Subject Obligations on the same terms and conditions as contained in such Offer. Should the Borrower and Wilhelm both fail or refuse to timely exercise their rights hereunder, each of Borrower and Wilhelm shall promptly, upon request provide the Lender with a signed statement (Waiver Statement) confirming that they have waived such rights and the Lender and the purchaser of the Subject Obligations may rely on such statement. In the event that both Wilhelm and Borrower exercise their rights to purchase the Subject Obligations other than jointly or in any other manner that creates competing exercises of such rights, and whether or not such competing exercises are consistent or inconsistent, this section shall be construed as though neither Wilhelm nor the Borrower timely exercised such rights. No such purchase by Wilhelm or Borrower or sale by Lender to any third party shall require approval of the Bankruptcy Court and any such purchaser shall succeed to the rights and remedies of Lender thereunder. Wilhelm or the Borrower shall be free to assign their rights hereunder to a designee; provided that, it is not the intention of the Parties that such rights create an asset of any value in Wilhelm or the Borrower other than the right to purchase the Obligations on the same terms and conditions as the Offer. Accordingly, should Wilhelm or the Borrower exercise its rights hereunder, the Lender shall be entitled to make reasonable inquiries and receive copies of such documents as shall be reasonably requested to assure compliance with the intention of the Parties regarding such rights. The Parties further agree that any consideration, if any there may be, received by the Borrower or Wilhelm for the rights hereunder (over and above funds necessary to meet the terms and conditions of the Offer) shall as a condition to the exercise of their rights hereunder, be paid over to the Lender to be applied on account of the Loans; provided, that, the foregoing shall not apply to any equity interest received by either in an entity owned or controlled by Wilhelm or a Wilhelm Party under the Term Sheet. 8.5 Borrowers Additional Reporting Requirements. The Borrower shall provide the Lender with the following: a. Written notice of the occurrence of any Event of Default pursuant to any of the DIP Loan Documents promptly after becoming aware thereof; 9279497 15

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b. As soon as available but in any event, concurrent with the Borrowers filing thereof with the Bankruptcy Court, all reports required by the Office of the United States Trustee; c. Within ten (10) Business Days after the filing thereof, the Borrower shall deliver to the Lender copies of each federal or state income or franchise tax returns, and any amendments thereto, and the Borrower further shall promptly deliver to the Lender, upon request, satisfactory evidence of the Borrowers payment of any and all withholding taxes required to be paid by it. d. Monthly bank statements for the account referenced in Section 2.2 above and any other accounts from which proceeds of the Final DIP Loan are disbursed together with copies of all cancelled checks for each statement shall be provided to Lender. Borrower shall make reasonable efforts to have the foregoing account holders send such statements and cancelled checks directly to Lender via secure email or by password protected access or other similar means as and when they are available to Borrower. e. Any other documentation or information reasonably requested by the Lender.
8.6 Taxes. All federal, state and local assessments and taxes, whether real, personal or otherwise, if any, due or payable by, or imposed, levied or assessed against the Borrower or any Assets or in connection with the Borrowers business shall hereafter be paid before they become delinquent or before the expiration of any extension period that notwithstanding the Proceeding or any order entered in the Proceeding are due and payable. Notwithstanding the preceding,, the Borrower shall not be obligated to pay any taxes not required to be paid by virtue of the Proceeding. 8.7 Insurance. The Borrower shall keep and maintain the Assets insured against all risk of loss or damage from fire, theft, vandalism, and all other hazards and risks of physical damage included within the meaning of the term extended coverage in such amounts as are ordinarily insured against by similar businesses and, in each case, in such amounts and scope of coverage as is otherwise satisfactory to the Lender. The Borrower shall also keep and maintain general liability insurance and property damage insurance, and insurance against loss from business interruption, insuring against all risks relating to or arising from the Borrower's ownership and use of the Assets and the operation of its business. 8.8 Compliance With Law and Bankruptcy Court Orders. The Borrower shall comply, in all material respects, with the requirements of all Applicable Laws, rules, regulations and orders of governmental authorities relating to the Borrower and the conduct of its business. The Borrower shall comply with the notice and other requirements of the Bankruptcy Code and applicable rules, and all orders or other directives of the Bankruptcy Court. ARTICLE 9 REPRESENTATION AND WARRANTIES The Borrower represents, warrants and acknowledges, to the best of its knowledge, to the Lender on the Closing Date and on the date of each Borrowing Request and Advance, the following: 9.1 Due Formation and Qualification. The Borrower is a limited liability company duly organized and existing under the laws of the State of Delaware and is qualified and licensed to do business and is in good standing in the State of Colorado. 9279497 16

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9.2 Due Authorization. The Borrower has the right and power and is duly authorized by all appropriate limited liability company or other required action to enter into the DIP Loan Documents to which it is a party and to perform its obligations thereunder, subject only to the Bankruptcy Courts entry of the Final Order. Except for the Final Order, no authorizations of, or registrations or filing with any Governmental Authority or any applicable securities exchange, or other third party are necessary for the due execution, delivery or performance by the Borrower of the DIP Loan Documents to which it is a party, or for the legality, validity or enforceability hereof or thereof. 9.3 Location of Personal Property. The Borrower shall keep all its furniture, fixtures, equipment and inventory at the Club except as to any equipment or inventory required to be moved to a different location in the ordinary course of business, in which case the Borrower shall notify the Lender in writing of the new location of such inventory or equipment prior to making such move. 9.4 Chief Executive Offices. The Chief executive offices of the Borrower is set forth in Section 12.7 of this Agreement and the Borrower will not, without the prior written consent of Lender, relocate such offices. 9.5 Executive Officers. The executive officers of the Borrower are Daniel L. Fitchett, Jr., CEO and Alfred Siegel CRO and David Wilhelm, Chairman; such executives and their duties and responsibilities shall not be changed without the prior written consent of Lender except as the Bankruptcy Court orders or approves; provided that the resignation of Alfred Siegel shall not require prior approval. 9.6 Borrower Books. The Borrowers Books shall be maintained at the chief executive offices of the Borrower, and the Borrower will not, without prior written consent of the Lender, change the location where the Borrowers Books are maintained except temporarily where any of Borrowers Books are required to be produced or otherwise provided in connection with the Proceeding or any other litigation. 9.7 Permits and Licenses. The Borrower to its knowledge holds all licenses, permits, approvals and consents required by Applicable Law for the conduct of its business and the ownership and operation of its Assets, except as would not be reasonably expected to have a Material Adverse Effect. 9.8 Due Execution; Binding Obligation. Subject to entry by the Bankruptcy Court of the Final Order, the DIP Loan Documents to which the Borrower is a party have been duly executed and delivered by the Borrower, and this Agreement is, and all other DIP Loan Documents to which the Borrower is or will be a party, when delivered, and upon entry and subject to the terms of the Final Order, will be, a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms and the Final Order. 9.9 Final Order. As of the date of the making of any Borrowing Request or Advance hereunder, the Final Order has been entered and to Borrowers knowledge has not been stayed, amended, vacated, reversed, rescinded or otherwise modified in any respect (except in accordance with the terms hereof and as consented to by the Lender). 9.10 Accuracy of Information and No Material Adverse Change in Financial Statements. a. To the best of the Borrowers knowledge, information and belief, no facts exist that (individually or in the aggregate) would result in any Material Adverse Change in any of the assumptions or information set forth in the approved Budget. 9279497 17

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b. The DIP Loan Documents and each report delivered pursuant thereto, taken as a whole and in light of the circumstances in which made, contain no untrue statement of a material fact and do not omit to state a material fact necessary to make such statements not misleading and, in any case, which have not been, prior to the date thereof, corrected, supplemented, or remedied by subsequent documents furnished or statements made in writing to the Lender; and, to the extent that any documentation constitute projections or other forward-looking statements, such projections or other forward-looking statements were prepared in good faith on the basis of assumptions, methods, data, tests and information reasonably believed by the Borrower to be valid and accurate in all material respects at the time such projections were furnished to the Lender. 9.11 Events of Default. No Event of Default has occurred or is existing under any of the DIP Loan Documents. 9.12 Reliance by Lender. Each warranty, representation and agreement contained in this Agreement shall automatically be deemed repeated and made by the Borrower on the date of each request for an Advance by the Borrower, on each date on which the Lender makes such Advance, and on each date on each date on which a Variance Report is delivered, and shall be conclusively presumed to have been relied on by the Lender regardless of any investigation made or information possessed by the Lender. 9.13 Title to Assets; Liens. a. As of the Closing Date, the Borrower had good and marketable title to all the Assets and since such date has not disposed of any Assets except in the ordinary course of business. The Borrower owns and has on the date hereof good and marketable title to, and enjoys on the date hereof peaceful and undisturbed possession of, all the Assets. b. There are no liens of any nature whatsoever on any Assets of the Borrower other than: (i) liens granted pursuant to the Cash Collateral Order, Interim Order, Final Order and the DIP Loan Documents; and (ii) other liens in existence on the Petition Date and the Permitted Encumbrances. The Borrower is not party to any contract, agreement, lease or instrument entered into on or after the Petition Date the performance of which, either unconditionally or upon the happening of an event, will result in or require the creation of a lien on any Assets of Borrower in violation of this Agreement. c. The Pre-Petition Loan Documentation is signed by the Borrower and another borrowing entity, F&B. Borrower represents and warrants that none of the Assets are owned by F&B and that no signature by F&B to the DIP Loan Documents is required to make such documentation valid, binding and enforceable as to the Borrower. 9.14 Representations Are Cumulative. The warranties, representations and agreements set forth in this Article 9 and elsewhere in this Agreement shall be cumulative and in addition to any and all other warranties, representations and agreements which the Borrower shall now or hereafter give, or cause to be given, to the Lender in the DIP Loan Documents or otherwise.
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION ARTICLE 10 JURY TRIAL WAIVER; OTHER WAIVERS AND CONSENTS; AND GOVERNING LAW Governing Law; Choice of Forum; Service of Process; Jury Trial Waiver. a. The provisions of this Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to applicable conflict of law principals, and, to the extent applicable, the Bankruptcy Code. b. The Borrower and the Lender irrevocably consent to the nonexclusive jurisdiction of the Bankruptcy Court and to the nonexclusive jurisdiction of the State Courts of Colorado (particularly in Eagle County) if the Proceeding is dismissed or the Lender is entitled to exercise its rights and remedies as provided herein and in the Final Order for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement or any of the Loan Documents. c. Borrower waives, to the extent not prohibited by Applicable Law that cannot be waived and agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding brought in any of the above-named courts, any claim that is not subject personally to the jurisdiction of such court, that its property is exempt or immune from attachment or execution, that such proceeding is brought in an inconvenient forum, that the venue of such proceeding is improper, or that this Agreement or any of the Loan Documents, or the subject matter hereof or thereof, may not be enforced in or by such court. d. The Borrower consents to service of process in any such proceeding in any manner at the time permitted by the Bankruptcy Code or the laws of the State of Colorado, as applicable, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified herein is reasonably calculated to give actual notice. 10.2 Waiver of Claims and Counterclaims. a. With respect to the Final DIP Loan, the DIP Liens and Post-Petition Obligations only, the Borrower hereby releases and exculpates the Lender, it officers, directors, members, managers, agents, attorneys, employees and designees (collectively, with Lender, the Lender Released Parties), and none of the Lender Released Parties shall have any liability to the Borrower (whether in contract, tort, equity or otherwise) for losses suffered by the Borrower in connection with, arising out of, or in any way related to the transactions or relationships contemplated by this Agreement or the other DIP Loan Documents, or any act, omission or event occurring in connection herewith, unless it is determined by a final and non-appealable judgment or court order binding on the Lender, that the losses were the result of acts or omissions constituting gross negligence or willful misconduct. In any such litigation, the Lender shall be entitled to the benefit of the rebuttable presumption that it acted at all times in good faith and with the exercise of ordinary care in the performance by it of the terms of this Agreement or the other DIP Loan Documents. b. In no event shall the Lender have any liability to the Borrower for lost profits or other special, consequential, incidental, exemplary or punitive damages in connection with this Agreement or any of the other DIP Loan Documents or the transactions contemplated hereby or 9279497 19
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION thereby, and the Borrower expressly waives any and all right to assert any such claims. The Borrower further waives all rights to interpose any claims, deductions, setoffs, recoupment, or counterclaims of any nature (other than compulsory counterclaim) in any action or proceeding with respect to this Agreement, the DIP Loan Documents or any matter arising therefrom or relating hereto or thereto except based upon Lenders intentional misconduct or gross negligence. c. The Borrower waives any right of marshaling of Assets of the Borrower, including without limitation, any such right with respect to any Assets that may be subject to the DIP Liens.
10.3 Indemnification. The Borrower agrees to indemnify, save and hold harmless the Lender and all other Lender Released Parties from and against any claim, demand, action, or cause of action arising out of or in connection with: (i) the use or contemplated use of the proceeds of Final DIP Loan, or any transaction contemplated by this Agreement or the other DIP Loan Documents; (ii) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in clause (i) above; and (iii) any and all liabilities, losses, costs or expenses (including reasonable attorneys fees and disbursements and other professional services) that any party indemnified hereunder suffers or incurs as a result of any foregoing claim, demand, action or cause of action; provided, however, that no such indemnitee shall be entitled to indemnification for any loss caused by its own willful misconduct. Any obligation or liability of Borrower to any such indemnitee under this section shall survive the expiration or termination of this Agreement and the repayment of the Post-Petition Obligations. 10.4 Jury Trial Waiver. WITH RESPECT TO THE FINAL DIP LOAN, THE DIP LIENS AND POST-PETITION OBLIGATIONS ONLY, EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER OR UNDER ANY OF THE POST-PETITION LOAN DOCUMENTATION, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL THERETO OR TO THE DEALINGS OF THE PARTIES OR ANY TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE (EACH A DISPUTE); AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH DISPUTE SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. ARTICLE 11 CLOSING Subject to the satisfaction (or waiver) of each and every condition or requirement set forth in this Agreement as determined by the Lender, the closing (Closing) of the transactions and execution and delivery of all DIP Loan Documents contemplated by this Agreement shall occur on or about September 28, 2012 (the Closing Date). ARTICLE 12 CONSTRUCTION AND INTERPRETATION 12.1 This Agreement shall be interpreted, construed and enforced in accordance with the following:
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION a. Whenever the words include, includes or including are used in this Agreement they shall be deemed to be followed by the words without limitation. b. Words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. c. A reference to any party to this Agreement or any other agreement or document shall include such party's successors and permitted assigns. d. A reference to any legislation or to any provision of any legislation shall include any modification or re-enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. e. All references to $ and dollars shall be deemed to refer to United States currency. f. All references to any financial or accounting terms shall be defined in accordance with GAAP as applicable in the United States and consistently applied by the Borrower. g. The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Article, Section, Recitals, Schedule and Exhibit references are to this Agreement unless otherwise specified. h. The meanings given to terms defined herein shall be equally applicable to both singular and plural forms of such terms. i. The Borrower and the Lender each hereby acknowledge that (i) the Borrower and the Lender jointly and equally participated in the drafting of this Agreement and all other agreements contemplated hereby, (ii) the Borrower and the Lender have been adequately represented and advised by legal counsel with respect to this Agreement and the transactions contemplated hereby, and (iii) no presumption shall be made that any provision of this Agreement shall be construed against either party by reason of such role in the drafting of this Agreement and any other agreement contemplated hereby. j. The headings of the Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement. k. References to any document, instrument, mortgage or agreement of any kind shall also refer to any permitted amendments, restatements or other modifications thereof. l. All of the exhibits, addenda or riders attached to this Agreement shall be deemed incorporated herein by reference. m. Any terms used in this Agreement that are defined in the UCC shall be construed and defined as set forth in the UCC, unless otherwise defined herein.
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION n. In the event of any conflict or inconsistency between the Final Order and this Agreement and absent manifest error, the Final Order shall govern and control. ARTICLE 13 MISCELLANEOUS
13.1 Power of Attorney. The Borrower irrevocably appoints the Lender, and any person designated by the Lender, as the Borrowers true and lawful attorney-in-fact to: (a) endorse for the Borrower, in Lenders or Borrowers name, any draft or other order for the payment of money payable to the Borrower; and (b) execute and file or submit for recording, in the Lenders or the Borrowers name, financing statements describing the Assets that constitute collateral for the Final DIP Loan and (c) in the case of Section 8.4 above to execute any Waiver Statement upon the failure or refusal of Borrower and/or Wilhelm to properly provide the same. The Lender shall not be liable to the Borrower or Wilhelm for any action taken by the Lender or its designee under this power of attorney, except to the extent that such action was taken by the Lender in bad faith or with willful misconduct or was the result of Lenders gross negligence. 13.2 Outstanding Loan Balance. The outstanding principal amount of, and accrued interest on the Final DIP Loan and the interest rate applicable to the Final DIP Loan from time to time, shall be, at all times, ascertained from the records of the Lender and shall be conclusive absent manifest error. 13.3 Modifications and Course of Dealing. This Agreement, the other DIP Loan Documents, and the Final Order constitute the entire agreement of the Borrower and the Lender relative to the subject matter hereof and supersedes in their entirety any prior agreements or understandings, whether written or oral, pertaining to the subject matter hereof. No modification of or supplement to this Agreement shall bind the Lender unless in writing and signed by an authorized officer of the Lender. The enumeration in this Agreement of the Lenders rights and remedies is not intended to be exclusive, and such rights and remedies are in addition to and not by way of limitation of any other rights or remedies that the Lender may have under the UCC or Applicable Law subject in each case to the Final Order. No course of dealing and no delay or failure of the Lender to exercise any right, power or privilege under any of the Loan Documents will affect any other or future exercise of such right, power or privilege. The exercise of any one right, power or privilege shall not preclude the exercise of any others, all of which shall be cumulative. 13.4 Assignment By Borrower Prohibited. Except to the extent allowed in Section 8.4 above, Borrower may not assign or transfer any of its rights or delegate any of its obligations under this Agreement or any of the other DIP Loan Documents. 13.5 Assignment By Lender Limited. Subject to Section 8.4 above, the Lender shall have the right, from time to time, without notice to the Borrower, to sell, assign or otherwise transfer all or any part of its interest in this Agreement, the Loans and Loan Documentations to any other party. The Borrower authorizes Lender to deliver to any potential assignees the Borrowers financial information and all other information delivered to the Lender in furtherance of or pursuant to the terms of this Agreement subject to such other party executing a non-disclosure and confidentiality no less restrictive and otherwise similar to the Confidentiality Agreement. 13.6 Delegation of Duties. The Lender may execute any of its duties under this Agreement or the DIP Loan Documents by or through agents, employees or attorneys-in-fact. The Lender shall not be
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION responsible for the negligence or misconduct of any agent or attorney-in-fact selected by the Lender as long as such selection was made in good faith.
13.7 Notices. Any notice or demand, authorized or required by this Agreement to be given or furnished shall be in writing and shall be deemed given or furnished (a) when addressed to the Party intended to receive the same, at the address of such Party as set forth below, and delivered at such address, (b) three (3) days after the same is deposited in the United States mail as first class certified mail, return receipt requested, postage paid, (c) when delivered by an internationally recognized overnight courier service, one (1) business day after the date of delivery of such notice to the courier service, or (d) when transmitted by facsimile to the facsimile number set forth below, to the party intended to receive same, provided as to Lender or Borrower only that such transmission is confirmed by duplicate notice in such other manner as permitted above, upon receipt at such facsimile number (any facsimile notice delivered after 5:00 P.M. MT being deemed delivered on the next Business Day). No failure to provide any courtesy copy or copies below shall render ineffective any such notice or demand authorized or required in this Agreement to be given to or by Borrower or Lender as applicable. Email addresses are provided for information purposes only and are not a recognized method of sending notices or demands authorized or required by this Agreement to be given to Borrower or Lender as applicable. Lender: Alpine Bank, Vail Attn: Michael Glass, President 141 E. Meadow Drive Vail, Colorado 81657 Facsimile: (970) 476-2366 Email: michaelglass@alpinebank.com with a courtesy copy to: Ronald Garfield, Esq. Garfield & Hecht, P.C. 601 E. Hyman Avenue Aspen, Colorado 81611 Facsimile: (970) 925-3008 Email: garfield@garfieldhecht.com with a courtesy copy to: Carl A. Eklund, Esq. Ballard Spahr Andrews & Ingersoll, LLP 1225 17th Street, Suite 2300 Denver, Colorado 80202-5596 Facsimile: (303) 382-4630 Email: eklundc@ballardspahr.com with a courtesy copy to: Vincent, J. Marriott, III, Esq. Ballard Spahr LLP 9279497 23

DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION 1735 Market Street, 51st Floor Philadelphia, Pennsylvania 19103 Facsimile: (215) 864-9762 Email: Marriott@ballardspahr.com Borrower: Cordillera Golf Club, LLC Attn: Daniel L. Fitchett, Jr., CEO 97 Main Street, Suite E202 Edwards, CO 81632 Facsimile: (970) 926-5934 Email: dfitchett@cordillera-vail.com with a courtesy copy to: Mikel R. Bistrow Western Regional Co-Chair Bankruptcy and Reorganization Practice Foley & Lardner LLP 402 West Broadway Suite 2100 San Diego, California 92101 Facsimile: 619-234-3510 Email: mbistrow@foley.com and Christopher Celentino Western Regional Co-Chair Bankruptcy and Reorganization Practice Foley & Lardner LLP 402 West Broadway Suite 2100 San Diego, California 92101 Facsimile: 619-234-3510 Email: ccelentino@foley.com Wilhelm: (solely for the purposes of Section 8.4) David Wilhelm 97 Main Street, Suite E 202 Edwards, Colorado 81632 Facsimile: 971-927-2834 Email: dwilhelm@hotmail.com With a courtesy copy to:
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION Gordon and Rees, LLP Attn: Megan M. Adeyemo 555 Seventeenth Street Suite 3400 Denver, CO 80202 Facsimile: (303) 534-5161 Email: madeyemo@gordonrees.com
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13.8 Severability. If any provision of this Agreement is held invalid or unenforceable in whole or in part, such provision will be ineffective to the extent of such invalidity or unenforceability without in any manner effecting the validity or enforceability of the remaining provisions of this Agreement. 13.9 Obligations Unconditional. All of the Borrowers obligations under this Agreement and the other DIP Loan Documents are absolute and unconditional and shall not be subject to any offset or deduction whatsoever. 13.10 Counterparts. This Agreement may be executed in any number of counterparts, and by the Lender and the Borrower in separate counterparts, each of which shall be an original, but all of which shall taken together constitute one and the same agreement. The parties hereby acknowledge and agree that facsimile or electronic signatures of this Agreement shall have the same force and effect as original signatures. 13.11 INTENTIONALLY OMITTED.
13.12 Bankruptcy Court Approval. This Agreement and the Borrowers and the Lenders obligations and duties hereunder is expressly conditioned upon approval by the Bankruptcy Court and entry of the Final Order and are in each case subject to the Final Order. 13.13 Further Assurances. In the course of this Agreement, as a condition to Closing, and after the Closing, the Borrower shall, at its sole cost and expense, whenever and as often as it shall be requested to do so by the Lender, cause to be executed, acknowledged or delivered any and all such further instruments and documents, and shall take all such actions, as may be necessary or proper, in the reasonable opinion of the Lender, in order to carry out the intent, purpose and terms of this Agreement. 13.15 Time of the Essence. The Parties acknowledge that time is of the essence of this Agreement.
13.17 No Third Party Beneficiaries. The provisions of this Agreement are not intended to be for the benefit of any Person not a party hereto including but not limited to any creditor or other person to whom any debts or obligations are owed by, or who may have any claims against the Borrower. Further, no such creditor or any other third person shall obtain any rights under this Agreement or shall, by reason of this Agreement, be permitted to make any claim against Lender or the Borrower. 13.18 Correction Documents. If any document made or given by the Borrower in connection with the Closing or any other transaction arising out of this Agreement shall be lost, misplaced, misstated, or inaccurately reflects the true and correct terms and conditions of this Agreement, the Borrower will promptly comply with the Lenders request to execute, acknowledge, initial, and deliver to the Lender any documentation which the Lender deems necessary to replace or correct the lost, misplaced, misstated or inaccurate document(s). All documents which the Lender requests of the Borrower hereunder shall be referred to as "Correction Documents" and shall be delivered to Lender within five (5) Business Days 9279497 25
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION after the date of the Lenders written request for such document. Any written request under this Agreement may be made by the Lender, (including assignees, and persons acting on behalf of the Lender) or any title company or escrow agent providing settlement services and shall be prima facie evidence of necessity for such Correction Document.
13.19 Conflict with Term Sheet. Subject to approval of the 9019 Motion, in the event of any conflict between the Term Sheet and the DIP Loan Documents, the Term Sheet shall control. 13.20 ACKNOWLEDGEMENTS. THE BORROWER ACKNOWLEDGES THAT, WITH RESPECT TO THIS AGREEMENT, THE BORROWER SHALL RELY SOLELY ON ITS OWN JUDGMENT AND ADVISORS IN ENTERING THEREIN WITHOUT RELYING IN ANY MANNER ON ANY STATEMENTS, REPRESENTATIONS OR RECOMMENDATIONS OF THE LENDER OR ANY AGENT, ATTORNEY, CONSULTANT, EMPLOYEE, OFFICER, DIRECTOR OR PARENT, SUBSIDIARY OR AFFILIATE OF THE LENDER. BY EXECUTING THIS AGREEMENT, THE BORROWER ACKNOWLEDGES THAT THE BORROWER IS KNOWLEDGABLE AND SOPHISTICATED AND HAS ACTUAL NOTICE AND KNOWLEDGE OF ALL THE PROVISIONS OF THIS AGREEMENT AND ANY EXHIBITS ATTACHED HERETO AND HAS ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY, WITHOUT DURESS OR COERCION OF ANY KIND, AND AS A WELL-REASONED EXERCISE OF THE BORROWERS BUSINESS JUDGMENT. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
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DRAFT 9/26/12 SUBJECTTOFURTHERREVIEWANDREVISION BORROWER:
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CORDILLERA GOLF CLUB, LLC, a Delaware limited liability corporation By: ____________________________ Print Name: ____________________ Title: ___________________________
LENDER: ALPINE BANK, a Colorado banking corporation By: ____________________________ Michael Glass, President
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United States Bankruptcy Court For The District of Colorado: Admitted Pro Hac Vice

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United States Bankruptcy Court For The District of Colorado: Admitted Pro Hac Vice

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Case:12-24882-ABC Doc#:491 Filed:09/26/12

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Case No. 12-24882 ABC Chapter 11

Dated: Denver, Colorado September 26, 2012

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The failure to meet any Benchmark in any material respect.

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