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UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF COLORADO ) ) CORDILLERA GOLF CLUB, LLC ) Case No. 12-24882 (ABC) dba The Club at Cordillerra, ) ) Chapter 11 Debtor. ) ______________________________________________________________________________ MOTION FOR RECONSIDERATION OF ORDER ON MOTION FOR PROTECTIVE ORDER ENTERED ON AUGUST 29, 2012 ______________________________________________________________________________ Cheryl M. Foley, Thomas and Jane Wilner, Charles and Mary Jackson and Kevin B. Allen, as representatives of a certified class in Case Number 11CV552, pending in the District Court of Eagle County, Colorado (collectively, Movants), by their attorneys Appel & Lucas, P.C., respectfully request this Court to reconsider its Order on Motion for Protective Order of August 29, 2012. In Support of this, Movants state as follows: 1. On August 28, 2012 the Debtor filed a Motion for Protective Order (the Motion for Protective Order) with respect to the documents produced in the Class Action Lawsuit brought by the Movants in the Colorado state court (Class Action). The Motion for Protective Order fails to inform this Court that the documents produced in the Class Action are subject to an informal agreement among the attorneys in the Class Action which precludes counsel in this bankruptcy proceeding form having access to the documents. In order to avoid duplicative discovery, Movants requested that bankruptcy counsel be permitted to have access to the possession of their state court co-counsel. Despite repeated requests, the Debtor has not allowed bankruptcy counsel in this proceeding to have access to documents produced in the Class Action. The effect of the Debtors actions was to deny the undersigned access to any document, irrespective of whether or not the document allegedly contained confidential information. Consequently, the undersigned was left with no choice but to serve a formal request for production of documents in this proceeding. 2. The Motion for Protective Order further misleadingly suggests that the documents produced in the Class Action proceedings are subject to an agreed protective order entered by the State Court. Much to the contrary, the parties in the Class Action were unable to agree on the terms of a protective order and the Debtor unilaterally sought a very restrictive protective order. The Debtors requested protective order in the Class Action was denied by the State Court (copy attached) and the documents in question are not currently subject to any court ordered confidentially provisions. 3. Based on this Courts Order on Motion for Protective Order entered on August 29, 2012, it appears that the Court was misled into believing that bankruptcy counsel for the Movants already had access the documents produced in the Class Action or that the undersigned was simply attempting to re-litigate an issue which had been resolved by the State Court. In re:

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Neither assumption is correct. Despite the fact that the State Court denied the Debtors Motion for Protective Order, the Debtor has declined to allow the undersigned to review the documents in possession of the Movants co-counsel (regardless of whether or not the document contains any confidential information). The effect of this Courts August 29, 2012 Order is to permanently preclude the undersigned bankruptcy counsel from having access to any of the documents in the possession of their state court co-counsel. WHEREFORE, Movants respectfully request the Court to Vacate its Order on Motion for Protective Order entered on August 29, 2012 and to set the matter for hearing on an expedited basis during the week of September 3, 2012. Dated: August 29, 2012 /s/ Shaun A. Christensen Garry R. Appel, Reg. No. 8883 Shaun A. Christensen, Reg. No. 23131 Appel & Lucas, P.C. 1660 17th Street, Ste 200 Denver, CO 80202 Telephone: 303-297-9800 Email: Appelg@appellucas.com
Christensens@appellucas.com

Attorneys for Cheryl Foley, Thomas and Jane Wilner, Charles and Mary Jackson and Kevin Allen

DENIED Case:12-24882-ABC Doc#:396-1 Filed:08/29/12 toEntered:08/29/12 17:22:28 Page1 of 8 to provide a copy of this Order any pro
se parties who have entered an appearance in this action within 10 days from the date of this order.

The moving party is hereby ORDERED

DISTRICT COURT, EAGLE COUNTY STATE OF COLORADO P.O. BOX 597; 885 Chambers Avenue Eagle, Colorado 81631 Telephone: (970) 328-8553 Plaintiffs: CHERYL M. FOLEY, THOMAS WILNER, JANE WILNER, CHARLES JACKSON, MARY JACKSON, and KEVIN B. ALLEN, individually and on behalf of all others similarly situated, v. Defendants: CORDILLERA GOLF CLUB, LLC, a Delaware limited liability company; CORDILLERA GOLF HOLDINGS, LLC, a Delaware limited liability company; CORDILLERA F & B, LLC, a Delaware limited liability company; WFP CORDILLERA, LLC, a Delaware limited liability company; WFP INVESTMENTS, LLC, a Delaware limited liability company; CGH MANAGER, LLC, a Delaware limited liability company; DAVID A. WILHELM, individually; and PATRICK WILHELM, individually Intervenor-Defendant/Counterclaimant and CrossClaimant: ALPINE BANK

EFILEDDocument COEagleCountyDistrictCourt5thJD FilingDate:Aug11201201:02PMMDT FilingID:45852890 ReviewClerk:RhondaHiggins

COURT USE ONLY

Case No.: 2011CV552 Div.: 4

PROTECTIVE ORDER FOR THE EXCHANGE OF CONFIDENTIAL INFORMATION The Court, having considered the Defendants Motion For Protective Order For The Exchange of Confidential Information, being fully advised and having found that the interests of justice and good cause support the relief requested, GRANTS Defendants Motion. It is HEREBY ORDERED that there is good cause for a Protective Order because the Parties have requested that each other produce documents and information that will involve the production of confidential and private information concerning, among other topics, information that relates to third-party Club member records of Defendant, including names, addresses, phone numbers, Social Security numbers, dates of birth, and bank account information; and financial information of the Parties themselves. Special protection of these categories of information from public disclosure and/or from use for any purpose other than prosecuting or defending this litigation is warranted.

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Accordingly, the Court hereby enters the following Protective Order. This Protective Order does not confer blanket protections on all disclosures or responses to discovery and the protection it affords extends only to the limited information or items that are entitled under the applicable legal principles to treatment as confidential. The Protective Order contains the following terms and conditions: JOINT STIPULATION 1. Proceedings and Information Governed. This Joint Stipulation and Protective Order will govern any document, information, or other thing furnished or produced by any party, including third-parties, to any other party in connection with this action that might reveal confidential information, including, but not limited to, deposition testimony, discovery responses, or other documents concerning third-party records, including names, addresses, phone numbers, Social Security numbers, dates of birth, places of employment, and bank account information; and financial information of the Parties themselves. The information protected includes, but is not limited to, information contained in responses to requests for production of documents; responses to form or special interrogatories; responses to requests for admissions; deposition testimony and exhibits; and all copies, summaries, memorandum reports and portions of the foregoing. 2. Confidential Information or Material Defined. For purposes of this Joint Stipulation and Protective Order, Confidential Material shall mean financial information of the Parties or third parties (including, but not limited to, credit card numbers; bank account information, including account numbers; private personal information, including, but not limited to, dates of birth, places of employment, Social Security numbers, addresses and telephone numbers, drivers license numbers, names of family members, and personal friends who are not Club members); and any documents, material, or information related to: audits, projections, budgets, profits and losses, loan agreements, employment contracts, severance payments, contracts for management and/or consulting services, draws, purchase orders, invoices, statements, dividends, payments made by or to any of the Parties, renovation and/or redevelopment of the Valley Club, future development concepts for Cordillera Golf Club, LLC, and trade secrets). Confidential Material may be revealed through: disclosures pursuant to C.R.C.P. 26(a) and 26(e); productions in response to requests under C.R.C.P. 31, 33, 34, 35, or 36 or 45; productions pursuant to the order of a court of competent jurisdiction; or statements in pleadings or other judicial filings that reference any of the foregoing. While a Party may designate previously produced information as Confidential under this provision, the Parties recognize that such materials may already have been disseminated in a manner inconsistent with this Protective Order or may already have been independently provided by the producing/designating Party to a third-party. The Parties shall have no obligation to attempt to locate and retrieve such documents and shall not be found or held to be in violation of this Protective Order as a result of actions that occurred prior to the entry of the Order. Notwithstanding this, the Parties shall use and treat Confidential Material consistent with this Order following the materials designation as such pursuant to this Order. These categories are illustrative but not exhaustive. Confidential Material is entitled to protection under C.R.C.P. 2

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26(c). Highly Confidential Attorneys Eyes Only Information or Items are extremely sensitive Confidential Material whose disclosure to another Party or nonparty would create a substantial risk of serious injury that could not be avoided by less restrictive means. (a) Requesting Party shall mean any Party requesting documents or information pursuant to C.R.C.P. 26(a), conducting a deposition pursuant to C.R.C.P. 30-31, propounding interrogatories pursuant to C.R.C.P. 33, requesting the production of documents pursuant to C.R.C.P. 34 or pursuant to a subpoena duces tecum served upon any person or entity in this proceeding, and/or otherwise seeking discovery herein. (b) Producing Party shall mean any person or entity on whom a discovery request, in whatever form, has been propounded in this action. (c) Party or Parties shall mean the named parties in this lawsuit.

3. Designation of Confidential Material. In responding to discovery propounded herein, any party may designate any confidential or proprietary document, material, or information of that designating party produced by it as Confidential Material or Highly Confidential Attorneys Eyes Only. In the case of documents, such designation shall be made by stamping the phrase Confidential or Highly Confidential Attorneys Eyes Only if the document is Confidential Material or Highly Confidential Attorneys Eyes Only on all pages of any document so designated, in a conspicuous place. For documents previously produced, a Party may designate the document as Confidential or Highly Confidential Attorneys Eyes Only by designating the document in writing to the opposing Party. In such event, the document shall be deemed to be Confidential or Highly Confidential Attorneys Eyes Only under this Stipulated Protective Order from the date that document is designated as Confidential or Highly Confidential Attorneys Eyes Only. For any documents that have been previously filed with a Court, the Parties shall confer to determine whether such documents or parts of such documents should be treated as confidential. If the Parties agree that Confidential Material or Highly Confidential Attorneys Eyes Only Material was publicly filed in error, the Parties will take steps to remedy such error. In the case of deposition testimony, such designation shall be made by identifying on the record those portions of the transcript designated as Confidential Material or Highly Confidential Attorneys Eyes Only. Machine readable media and other non- documentary material shall be designated as Confidential Material or Highly Confidential Attorneys Eyes Only by some suitable and conspicuous means, given the form of the particular embodiment. Inadvertent failure to designate material as Confidential or Highly Confidential Attorneys Eyes Only at the time of production may be remedied at any time thereafter by supplemental written notice. The designation of material as Confidential Material or Highly Confidential Attorneys Eyes Only, in the manner described hereunder, shall constitute a certification by the attorney making such designation that he or she in good faith believes the material to be entitled to protection under C.R.C.P. 26(c).

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4. Challenges to Designations of Confidential Material or Highly Confidential Attorneys Eyes Only. Nothing in this Protective Order constitutes a finding or admission that any Confidential Material or Highly Confidential Attorneys Eyes Only Material or information is in fact confidential, proprietary or otherwise not subject to disclosure. Any Party desiring to challenge a designation of Confidential Material or Highly Confidential Attorneys Eyes Only under this paragraph may do so by contacting counsel for the designating party in writing, and attempting to resolve any dispute by mutual agreement. In the event that the parties cannot resolve their dispute as to such designation of allegedly confidential material, the Requesting Party may file a motion for disclosure regarding the information within 10 days after communication of the notice from the Requesting Party. If the Requesting Party files such a motion, the Requesting Party shall continue to protect the information until the court rules on the motion. If the Requesting Party fails to file a motion within 10 days of notice, the Requesting Party shall have further obligation to preserve the confidentiality of the information until further order of the Court. While the Requesting Party may file a motion for disclosure, the party designating the material as Confidential or Highly Confidential Attorneys Eyes Only shall have the burden of proving that such information is confidential under the laws of Colorado or federal laws. As stated above, this Protective Order does not confer blanket protections on all disclosures or responses to discovery and the protection it affords extends only to the limited information or items that are entitled under the applicable legal principles to treatment as confidential. 5. Treatment of Confidential or Highly Confidential Attorneys Eyes Only Material. All documents, material, and information designated as Confidential or Highly Confidential Attorneys Eyes Only Material under paragraph 2 shall be treated in accordance with the provisions of this Order until such designation has been released by the party making it or by order of the Court. 6. Disclosure of Confidential Material. Except as set forth herein, neither the contents nor the substance of Confidential Material may be disclosed to anyone other than the Court provided that such materials are marked Confidential Pursuant to Court Order and filed under seal, the parties and their current or former employees with disclosure to employees limited to those employees or former employees deemed by counsel reasonably necessary to assist with the lawsuit, the law firms who represent the Parties, vendors retained by the law firms for copying and other similar services, court reporters performing services in connection with this lawsuit, and expert consultants who assist the law firms in their analysis of the evidence and presentation of the case. For purposes of the preceding sentence the Parties does not include members of Plaintiffs class. Confidential Material may be disclosed to absent non-opt out class members provided that prior to disclosure of any Confidential Material to such person, such person shall sign a Statement Regarding Confidentiality in the form attached hereto as Exhibit A, stating the signatorys full name, address, and present employer, and acknowledging his or her understanding of the terms of this Stipulated Protective Order and his or her agreement to be bound by its terms. Each such signed statement shall be retained by the attorney or Party disclosing any Confidential Material pursuant to this paragraph 6. Additionally, Confidential 4

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Material may be disclosed to the parties, counsel, and experts in the parties in Cordillera Golf Club, LLC, et al v. Cordillera Transition Corporation, Inc., et al, Civil No. 2011 CV 456, the counsel representing the parties in Cordillera Golf Club, LLC, et al v. Cordillera Transition Corporation, Inc., et al, subject to the Protective Order entered in that case. 7. Disclosure of HIGHLY CONFIDENTIAL ATTORNEYS EYES ONLY Material. Unless otherwise ordered by the court or permitted in writing by the Producing Party, a Requesting Party may disclose any information or item designated HIGHLY CONFIDENTIAL ATTORNEYS EYES ONLY only to: (a) the Requesting Partys counsel of record in this action, as well as employees of said counsel to whom it is reasonably necessary to disclose the information for this litigation and who have signed the Statement Regarding Confidentiality in the form attached hereto as Exhibit A; (b) Upon the good faith determination by an attorney representing a Party or by a Party that he or she needs to consult former employees or experts or consultants who have been retained for the purpose of this proceeding, HIGHLY CONFIDENTIAL ATTORNEYS EYES ONLY Material may be disclosed to such persons provided that, prior to disclosure of any such material to such person, such person shall sign a Statement Regarding Confidentiality in the form attached hereto as Exhibit A, stating the signatorys full name, address, and present employer, and acknowledging his or her understanding of the terms of this Stipulated Protective Order and his or her agreement to be bound by its terms. Each such signed statement shall be retained by the attorney or Party disclosing any such material pursuant to this paragraph 7. (c) the Court and its personnel;

(d) court reporters, their staffs, and professional vendors to whom disclosure is reasonably necessary for this litigation and who have signed the Statement Regarding Confidentiality in the form attached hereto as Exhibit A; and (e) the author of the document or the original source of the information.

8. Disclosure of Confidential Material to Outside Experts, Consultants or Former Employees. Upon the good faith determination by an attorney representing a Party or by a Party that he needs to consult former employees or experts or consultants who have been retained for the purpose of this proceeding, Confidential Material may be disclosed to such persons provided, that prior to disclosure of any Confidential Material to such person, such person shall sign a Statement Regarding Confidentiality in the form attached hereto as Exhibit A, stating the signatorys full name, address, and present employer, and acknowledging his or her understanding of the terms of this Stipulated Protective Order and his or her agreement to be 5

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bound by its terms. Each such signed statement shall be retained by the attorney or Party disclosing any Confidential Material pursuant to this paragraph 7. 9. Use of Confidential or Highly Confidential Attorneys Eyes Only Material. Any person who receives or is afforded access to any Confidential or Highly Confidential Attorneys Eyes Only Material pursuant to the provisions of this Stipulated Protective Order shall neither use nor disclose said Confidential or Highly Confidential Attorneys Eyes Only Material for any purpose other than the purposes of preparation for and conduct of this proceeding, any other proceeding or lawsuit in which Plaintiffs and Defendants are parties or the Cordillera Golf Club, LLC, et al v. Cordillera Transition Corporation, Inc., et al, lawsuit. Nothing contained herein shall preclude any party from using its own documents, material and information in any manner it deems appropriate, nor shall anything contained herein preclude use of documents, material and information already in the possession of a party or that has been previously publicly disclosed. 10. Trial and Public Proceedings. Confidential or Highly Confidential Attorneys Eyes Only Materials and the information in them may be used as is reasonably determined to be necessary in any court proceeding in this case, including depositions, hearings and trial, subject to the rules of evidence, the Colorado Rules of Civil Procedure and any other applicable law. Such information shall not lose its confidential status through such use, and the Parties shall take reasonable steps to protect the confidentiality of such information during its use. Prior to the use of any Confidential or Highly Confidential Attorneys Eyes Only Material in a proceeding open to the public, the Party intending to use Confidential or Highly Confidential Attorneys Eyes Only Material shall give the Party producing such Confidential or Highly Confidential Attorneys Eyes Only Material at least five (5) days notice such that the Parties may reach an agreement upon what actions may be taken to preserve confidentiality of the material or the producing Party may object to the publication of the material. 11. Deposition Testimony. Information disclosed at depositions taken in this Lawsuit may be designated as Confidential or Highly Confidential Attorneys Eyes Only Material by the party disclosing such information by indicating on the record at the deposition that the testimony contains Confidential or Highly Confidential Attorneys Eyes Only Material or by providing written notice to opposing counsel of the intent to designate such information as Confidential or Highly Confidential Attorneys Eyes Only within ten (10) days of receiving the transcript of the deposition. The designated testimony shall be marked as Confidential or Highly Confidential Attorneys Eyes Only and sealed by the court reporter and treated as Confidential or Highly Confidential Attorneys Eyes Only Material under the terms of this Order. 12. Retention of Privilege. Nothing herein shall in any respect constitute a waiver of any attorney-client, work product, or common interest privilege of any party, nor does any provision herein affect the right of any party to contest any assertion or finding of 6

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confidentiality or privilege, and/or to appeal any adverse determination of the Court regarding said confidentiality or privilege. 13. Scope of C.R.C.P. 26. Nothing contained herein is intended to broaden the scope of information that would be entitled to protection under C.R.C.P. 26. 14. Modification. Each Party reserves the right to move to modify the terms of this Stipulated Protective Order for good cause. 15. Retained Jurisdiction. The Court retains jurisdiction subsequent to settlement or entry of judgment to enforce the terms of this Order and the terms of this Protective Order shall remain in effect after the termination of this litigation. 16. Termination of Action. Within forty-five (45) days of termination of this action, including all appeals, counsel for Parties in possession of Confidential or Highly Confidential Attorneys Eyes Only Material shall cause all such Confidential or Highly Confidential Attorneys Eyes Only Material and produced in this action by an opposing party, including copies, extracts and summaries, to be destroyed or returned to counsel for the Producing Party. Counsel for the Requesting Party or the Requesting Party shall certify to the Producing Party in writing that it has fulfilled the obligations imposed by this paragraph. Notwithstanding this provision, each counsel may keep one set of all documents produced in the litigation as may be required by counsels record retention policy. Documents retained by counsel shall be destroyed as soon as permitted by counsels record retention policy. 17. Inadvertent Disclosure. Any inadvertent disclosure or production of Confidential or Highly Confidential Attorneys Eyes Only Material without designating it as Confidential or Highly Confidential Attorneys Eyes Only, or of documents protected by the attorney-client privilege, common interest privilege, or work-product protection, will not constitute a waiver of any available privilege or protection by the disclosing party. (a). In the event that the receiving party discovers that it has received Confidential or Highly Confidential Attorneys Eyes Only Material that was not designated as Confidential or Highly Confidential Attorneys Eyes Only, or attorney-client privileged, common interest privileged, or work-product protected documents, it will bring that fact to the attention of the producing party immediately upon discovery. (b). Upon the request of the producing party, the receiving party will promptly return to the producing party any attorney-client privilege, common interest privilege, or work-productprotected document and any copies that the receiving party may have made. (c).Upon discovery of any inadvertent disclosure or production of Confidential or Highly Confidential Attorneys Eyes Only Material without it having been designated as Confidential or Highly Confidential Attorneys Eyes Only, the producing party shall have the right to designate such documents or information as Confidential or Highly Confidential Attorneys 7

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Eyes Only by notifying requesting party of the specific information or documents that it is designating as Confidential or Highly Confidential Attorneys Eyes Only. After such designation by the producing party, all such information later designated as Confidential or Highly Confidential Attorneys Eyes Only following any inadvertent disclosure shall be subject to the full protections of this order as if designated Confidential or Highly Confidential Attorneys Eyes Only when originally disclosed or produced. (d). Upon the request of the producing party, the receiving party will promptly disclose the names of any individuals who have read or have had access to the inadvertently disclosed Confidential or Highly Confidential Attorneys Eyes Only Material or attorney-client privileged, common interest privileged, or work-product-protected document or information. (e). No such inadvertently produced or disclosed Confidential or Highly Confidential Attorneys Eyes Only Information or attorney-client privileged, common interest privileged, or work-product-protected document may be used for any purpose other than Confidential or Highly Confidential Attorneys Eyes Only information being used consistent with this Protective Order or all documents used consistent with any other order of the Court. (e). If either party must seek judicial enforcement of this agreement, the costs and reasonable attorneys fees of the party seeking enforcement will be paid by the party against whom such enforcement must be sought, but only if the court finds the existence of a valid privilege and grants enforcement of this agreement by ordering the return and non-evidentiary use of the produced document. Dated: ______________________ Hon. Frederick W. Gannett District Court Judge