Exhibit 10.1


AGREEMENT OF PURCHASE AND
SALE 

AND JOINT ESCROW INSTRUCTIONS


by and between


COLORADO HOTEL HOLDING,
LLC,

A DELAWARE LIMITED LIABILITY COMPANY; CORDILLERA LODGE

& SPA, LLC, A DELAWARE LIMITED LIABILITY COMPANY;

COLORADO HOTEL OPERATOR, INC., A DELAWARE

CORPORATION; AND CORDILLERA LAND, LLC, A DELAWARE

LIMITED LIABILITY COMPANY


“Sellers”


and


CORDILLERA PARTNERS, LLC

A DELAWARE LIMITED LIABILITY COMPANY,


“Purchaser”











TABLE OF CONTENTS


	
  

  	
  

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Recitals

  	
   

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
  Agreement

  	
   

  	
   

  	
  1

  
	
  (a)

  	
   

  	
  The Lodge and Spa Real Property

  	
   

  	
  2

  
	
  (b)

  	
   

  	
  Cordillera Village Center PUD

  	
   

  	
  2

  
	
  (c)

  	
   

  	
  Cordillera Mountain Club Real Property

  	
   

  	
  2

  
	
  (d)

  	
   

  	
  Grouse on the Green Real Property

  	
   

  	
  2

  
	
  (e)

  	
   

  	
  Appurtenances

  	
   

  	
  2

  
	
  (f)

  	
   

  	
  Improvements

  	
   

  	
  2

  
	
  (g)

  	
   

  	
  Sales Center

  	
   

  	
  3

  
	
  (h)

  	
   

  	
  Tangible Personal Property

  	
   

  	
  3

  
	
  (i)

  	
   

  	
  Intangible Property

  	
   

  	
  4

  
	
  (j)

  	
   

  	
  Tenant Leases

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Purchase Price

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Operating Permits and Licenses

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Due Diligence Materials

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Title and Survey

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Closing

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Closing Costs

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Conditions Precedent To Purchaser’s Obligation to
  Close

  	
   

  	
  14

  
	
  (a)

  	
   

  	
  Conditions

  	
   

  	
  14

  
	
  (b)

  	
   

  	
  Adverse Change

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Seller’s Closing Documents

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Conditions Precedent to Seller’s Obligation to Close

  	
   

  	
  17

  
	
  (a)

  	
   

  	
  Representations and Warranties

  	
   

  	
  17

  
	
  (b)

  	
   

  	
  Purchase Price

  	
   

  	
  17

  
	
  (c)

  	
   

  	
  Closing Documents

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Purchaser’s Closing Documents

  	
   

  	
  18

  



 











 


	
  12.

  	
   

  	
  Prorations, Closing Adjustments and Post-Closing
  Settlement

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Seller’s Representations and Warranties

  	
   

  	
  22

  
	
  (a)

  	
   

  	
  Good Standing

  	
   

  	
  22

  
	
  (b)

  	
   

  	
  Due Authorization; No Violations

  	
   

  	
  22

  
	
  (c)

  	
   

  	
  Leases

  	
   

  	
  22

  
	
  (d)

  	
   

  	
  Service Contracts

  	
   

  	
  22

  
	
  (e)

  	
   

  	
  Hazardous Wastes

  	
   

  	
  23

  
	
  (f)

  	
   

  	
  Litigation

  	
   

  	
  24

  
	
  (g)

  	
   

  	
  Notice of Violation

  	
   

  	
  24

  
	
  (h)

  	
   

  	
  Personal Property

  	
   

  	
  24

  
	
  (i)

  	
   

  	
  Non-Foreign Status

  	
   

  	
  24

  
	
  (j)

  	
   

  	
  Employee Plans

  	
   

  	
  24

  
	
  (k)

  	
   

  	
  Employees

  	
   

  	
  24

  
	
  (l)

  	
   

  	
  Data

  	
   

  	
  25

  
	
  (m)

  	
   

  	
  Operating Statements

  	
   

  	
  25

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  Purchaser’s Representations and Warranties

  	
   

  	
  25

  
	
  (a)

  	
   

  	
  Good Standing

  	
   

  	
  25

  
	
  (b)

  	
   

  	
  Due Authorization

  	
   

  	
  25

  
	
  (c)

  	
   

  	
  Litigation

  	
   

  	
  25

  
	
  (d)

  	
   

  	
  Money Laundering

  	
   

  	
  26

  
	
  (e)

  	
   

  	
  Employee Plans

  	
   

  	
  27

  
	
  (f)

  	
   

  	
  Disclaimers

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  Conduct of Hotel Business/Guest Baggage/Safe Deposit
  Boxes

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Employees, Manager

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Indemnification

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Escrow

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Loss by Fire, Other Casualty or Condemnation

  	
   

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Default

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Waiver of Performance

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  Paragraph Headings

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  Notices

  	
   

  	
  36

  



 











 


	
  24.

  	
   

  	
  Amendments

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  Time of the Essence

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  Counterparts

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  Governing Law

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28.

  	
   

  	
  Attorneys’ Fees and Costs

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
   

  	
  Prior Agreements

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
   

  	
  Further Assurance

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
   

  	
  Assignment

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
   

  	
  Possession

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
   

  	
  Severability

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
   

  	
  Additional Instructions to Escrow Holder

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
   

  	
  Broker’s Fees and Commissions

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
   

  	
  Construction of Agreement

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
   

  	
  Announcements

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
   

  	
  Limitation of Liability

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  39.

  	
   

  	
  No Recordation

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  40.

  	
   

  	
  Hart-Scott-Rodino

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  41.

  	
   

  	
  Binding Effect

  	
   

  	
  41

  



 











 


	
  42.

  	
   

  	
  Venue

  	
   

  	
  41

  



 











AGREEMENT OF PURCHASE AND
SALE 

AND JOINT ESCROW INSTRUCTIONS


EXHIBIT LIST


	
  Exhibit

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  
	
  A-l

  	
   

  	
  Legal Description of Lodge and Spa Real Property

  
	
   

  	
   

  	
   

  
	
  A-2

  	
   

  	
  Legal Description of Village Center Real Property

  
	
   

  	
   

  	
   

  
	
  A-3

  	
   

  	
  Legal Description of Cordillera Mountain Club

  
	
   

  	
   

  	
   

  
	
  A-4

  	
   

  	
  Legal Description of Grouse on the Green Property

  
	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  Motor Vehicles

  
	
   

  	
   

  	
   

  
	
  C

  	
   

  	
  Operational Agreements

  
	
   

  	
   

  	
   

  
	
  D

  	
   

  	
  Trademarks and Service Marks

  
	
   

  	
   

  	
   

  
	
  E

  	
   

  	
  Service Contracts

  
	
   

  	
   

  	
   

  
	
  F

  	
   

  	
  Equipment Leases

  
	
   

  	
   

  	
   

  
	
  G-l

  	
   

  	
  Form of Grouse Estoppel

  
	
   

  	
   

  	
   

  
	
  G-2

  	
   

  	
  Form of Manager Estoppel

  
	
   

  	
   

  	
   

  
	
  G-3

  	
   

  	
  Form of Manager Consent

  
	
   

  	
   

  	
   

  
	
  H

  	
   

  	
  Form of Warranty Deed

  
	
   

  	
   

  	
   

  
	
  I

  	
   

  	
  Bill of Sale

  
	
   

  	
   

  	
   

  
	
  J

  	
   

  	
  Assignment of Intangible Property

  
	
   

  	
   

  	
   

  
	
  K

  	
   

  	
  Assignment of Equipment Leases

  
	
   

  	
   

  	
   

  
	
  L

  	
   

  	
  Assignment of Service Contracts

  
	
   

  	
   

  	
   

  
	
  M

  	
   

  	
  Tenant Lease Assignment

  
	
   

  	
   

  	
   

  
	
  N

  	
   

  	
  Assignment of Club Member Access Agreement

  
	
   

  	
   

  	
   

  
	
  O

  	
   

  	
  Form of Lodge Assignment

  



 











 


	
  P

  	
   

  	
  Golf Memberships
  Option Assignment

  
	
   

  	
   

  	
   

  
	
  Q

  	
   

  	
  Management
  Agreement Assignment

  
	
   

  	
   

  	
   

  
	
  R

  	
   

  	
  Arbitration
  Procedures

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 2(b)

  



 
















AGREEMENT OF PURCHASE AND
SALE

AND 

JOINT ESCROW INSTRUCTIONS


This
Agreement of Purchase and Sale and Joint Escrow Instructions (the “Agreement”) is entered into as of the 25th
day of September, 2006 (“Effective Date”),
by and between COLORADO HOTEL HOLDING, LLC, a
Delaware limited liability company (“CHH”) CORDILLERA LODGE
& SPA, LLC, a Delaware limited liability company (“CL&S”), COLORADO HOTEL OPERATOR, INC., a Delaware corporation (“CHO”)
and CORDILLERA LAND, LLC (“CL”)  (each,  a
“Seller” and collectively, “Sellers”),
and CORDILLERA PARTNERS, LLC, a
Delaware limited liability company (“Purchaser”),  with
reference to the following:


R
E  C  I  T  A  L  S


A.                    Sellers
directly or indirectly collectively own the “Property”
(as hereinafter defined), which includes, among other things, that
certain improved real property located in Eagle County, Colorado, which is more
particularly described on Exhibits “A-l”, “A-2”, “A-3” and “A-4” attached
hereto and incorporated herein by this reference (the “Land”).


B.                      CHH owns 100%
of the members’ interests in CL&S, 100% of the issued and outstanding
shares of stock of CHO, and 100% of the members’ interests in CL. CL&S owns
all of the Land (as defined herein), except for the Village Center Real
Property (as defined herein). CHO owns all of the Personal Property and the
Intangible Property, except as may be owned by CL&S. CL owns 100% of the
Village Center Real Property. CL&S leases the Land (excluding the Village
Center Real Property) and the Improvements to CHO pursuant to a Master Lease
dated December 18, 2003 (“Master Lease”).


C.                      As used
herein, the term “Sellers” shall
mean jointly, severally and collectively CHH, CL&S, CHO and CHL.


D.                     Purchaser
desires to purchase the Property from Sellers, and Sellers desire to sell the
Property to Purchaser, on the terms and conditions set forth herein.


A
G  R  E  E  M  E  N  T


NOW,
THEREFORE, in consideration of the mutual covenants, representations and
provisions contained herein, Sellers and Purchaser hereby agree as follows:


1.
                      Agreement
of Purchase and Sale.  Sellers hereby
collectively agree to sell and convey to Purchaser, and Purchaser hereby agrees
to purchase from Sellers, subject to the terms and conditions set forth herein,
all of Sellers’ right, title, interest, claim and estate in to each and all of
the following:


(a)                   The Lodge and Spa Real Property.  That certain real property
described on Exhibit “A-l” attached hereto (the “Lodge and Spa Real Property”), which is improved with a













hotel and spa commonly known as The Lodge and Spa at
Cordillera (“The Lodge and Spa at Cordillera”),
related parking facilities and certain buildings commonly known as the Carriage
House and the Divide Sales Office. CHO operates a restaurant under the name “Mirador” located within the Lodge and Spa
at Cordillera (the “Mirador Restaurant”).


(b)                   Cordillera
Village Center PUD.  That certain
unimproved real property described on Exhibit “A-2” attached hereto (the “Village Center Real Property”) consisting of approximately 23.196 acres of land adjacent
to the Lodge and Spa Real Property;


(c)                   Cordillera Mountain Club Real Property.  That certain real property
described on Exhibit “A-3” attached hereto (the “Cordillera Mountain Club Real Property”),  consisting of a commercial condominium
unit commonly known as Strawberry Park Condominiums, Unit 333-C, containing
approximately 1,700 square feet of interior air space located at the base of
the Strawberry Park lift in the Beaver Creek ski area (the “Cordillera Mountain Club”);


(d)                  Grouse on the Green Real Property.  That certain real property
described in Exhibit “A-4” attached hereto (the “Grouse on the Green Real Property”),  which is improved with a multi-use
building, containing a restaurant under the name “Grouse on the Green” (the “Grouse on the Green Restaurant”),  a pro shop
for the Cordillera Short Course, offices and cart storage facilities together
with a parking lot;


(e)                   Appurtenances.  All
rights, privileges and easements appurtenant to and for the benefit of the
Land, including, without limitation, all minerals, oil, gas and other
hydrocarbon substances on and under the Land, as well as all development
rights, development credits, entitlements, any conveyable rights Sellers may
have in the Cordillera Amended and Restated Planned Unit Development Control Guide
as recorded on October 24, 2003 as Reception No. 854897 in the Official Records
of Eagle County, Colorado, as applicable to the Land (the “PUD Guide”),  sewer use agreements, air rights relating to the Land and any
other easements, rights-of-way or appurtenances used in connection with and/or
appurtenant to the beneficial operation, use and enjoyment of the Land, the “Improvements” (as hereinafter defined),
the “Personal Property” (as
hereinafter defined), the “Intangible
Property” (as hereinafter defined), the “Equipment” (as hereinafter defined) or any other
appurtenance, together with all rights of Sellers in and to streets, sidewalks,
alleys, driveways, parking areas and areas adjacent thereto or used in
connection therewith, and all rights of Sellers in any land lying in the bed of
any existing or proposed street adjacent to the Land and all right, title and
interest of Sellers in and to any award made or to be made in lieu thereof and
in and to any unpaid award for damages to the Land and Improvements by reason
of change of grade of any street (all of which are collectively referred to
herein as the “Appurtenances”);


(f)                     Improvements.  All
improvements and fixtures located on the Land, including, without limitation,
the Mirador Restaurant and the Grouse on the Green Restaurant (collectively,
the “Restaurants”) all buildings
and structures presently located on the Land or to be located thereon on the
Closing Date (other than the building located on the Lodge and Spa Real
Property and commonly known as the Divide Sales Center (the “Sales Center”)),  all apparatus, equipment and appliances presently located on
the Land and used in connection with the operation or occupancy thereof, such
as heating and air conditioning systems and facilities used to provide any
utility services, parking services, refrigeration, ventilation, garbage
disposal,



 2
 









recreation or other services thereto, and all
landscaping and leasehold improvements of tenants, if any, which remain and/or
may remain a part of the Land, but excluding therefrom any equipment or
appliances located in and heretofore used by The Club at Cordillera in
connection with operation of The Cordillera Short Course pro shop, office space
and/or cart storage facilities leased to Galena Partners for use in the operation
of The Club at Cordillera pursuant to that certain Lease by and between
CL&S, as Landlord, and Galena Partners (“Galena”),
as Tenant, dated as of December 18, 2003, whereby CL&S leases to Galena for
99 years those portions of the building located on the Grouse on the Green Real
property currently occupied by the Cordillera Short Course pro shop, certain
office space and the cart storage facilities (all more specifically identified
on the exhibit to said lease) (the “Grouse on
the Green Lease”) (all of the foregoing items and exclusions being
collectively referred to herein as the “Improvements”);


(g)                  Sales Center.  All
right title and interest (which currently consists solely of a reversionary
interest) of CL&S in and to that certain building located on the Lodge and
Spa Real Property commonly known as the Sales Center, subject to the rights of
Kensington Partners under that certain Agreement dated April 23, 2004 by and
between Kensington Partners and CL&S (the “Divide
Sales Center Agreement”);


(h)                  Tangible Personal Property.  To the extent assignable, all (i)
tangible personal property, furniture, furnishings and equipment located on, or
situated on and used in connection with the use, ownership, operation and
management of the Property, including, without limitation, operating equipment,
computer systems, and data stored thereon (excluding any data of a confidential
nature, any data owned by and/or proprietary to Seller or Manager and any data
which relates to or is combined with data concerning the business of Sellers or
their affiliates other than the Property) and all other equipment used in
connection with lodging, spa, restaurant and retail business operations
conducted on or in respect of any or all of the Land, (ii) inventory of: (A)
food and beverages, alcoholic beverages and merchandise and goods held for
retail sale in the ordinary course of business of the Restaurants, The Lodge
and Spa at Cordillera and/or any of the other Improvements, subject to a credit
to Sellers for the cost of said items as set forth within the definition of “Sellers’
Credit” (defined in Section 12(d) herein) (the “Credit Inventory”),  and
(B) all other inventories, operating supplies, advance deposits, brochures and
other advertising and/or marketing material, books and records ((A) and (B) are
collectively, the “Inventories”),  (iii) all office furniture and telephone
systems located on the Land (excluding the Sales Center, unless Seller shall
have obtained title to the Sales Office (subject to a license and right to occupy
as set forth in the Sales Center Agreement) from the current owner by Quitclaim
Deed prior to the Closing), (iv) all motor vehicles listed on Exhibit “B”
attached hereto and incorporated herein by this reference (the “Vehicles”),  and (v) any and all other tangible personal property
associated with, affixed or appurtenant to or utilized in connection with food
and beverage services or operations, spa services, retail outlets and any other
commercial activities of any type of nature conducted on or in connection with
the Land (excluding the Sales Center) or any part thereof, including without
limitation Personal Property identified in inventories prepared pursuant to
Section 4(k)(i) hereof; but excepting from the foregoing clauses (i) through
(v) any and all tangible personal property (A) located in and heretofore used
by The Club at Cordillera in connection with operation of the Cordillera Short
Course pro shop, office space and/or cart storage facilities leased to Galena
Partners for use in the operation of The Club at Cordillera pursuant to the
Grouse on the Green Lease, (B) used



 3
 









solely and exclusively in connection with the
operation of businesses of Sellers not located on, in or upon any of the Land
or the Improvements, (C) property of guests, (D) items owned by the Manager (as
defined in Section 16(c) herein), and (E) “Excluded Property” identified on the
inventory of Excluded Property prepared pursuant to Section 4 hereof (each and
all of the foregoing, except for the excluded property described in clauses (A)
through (E), are collectively referred to herein as the “Personal Property”);


(i)                      Intangible Property.  To the extent assignable, all of
the following: (i) any and all intangible personal property which relates to
and is used in connection with or required for the ownership, use, management,
operation, development and functioning of any of the Property, (ii) any and all
rights or benefits, obligations, liabilities or duties of Sellers in connection
with the ownership, use, management, enjoyment, operation, development and
functioning of any of the Property under those agreements and contracts listed
on Exhibit “C” attached to and made a part of this Agreement (collectively, the
“Operational Agreements”), (iii)
any and all warranties, guarantees, permits and rights relating to any of the
Property, (iv) any and all approvals, consents, ratifications, waivers or other
authorization, license, registration or permit issued, granted, given or
otherwise made available by or under the authority of any federal, state,
local, municipal, foreign or other government relating to any of the Property,
(v) all going concern value, goodwill, telephone, telecopy and e-mail addresses
and listings relating to any of the Property and the hotel/spa, retail and
Restaurant businesses conducted thereon, (vi) all authorizations, entitlements,
surveys, plans and specifications and other rights relating to the
construction, ownership, operation, use and management of the Property,
including without limitation all operations and businesses conducted on or from
the Land, (vii) all other rights owned by Sellers relating to the ownership,
operation or functioning of all or any part of the Property (including, without
limitation, all third party guarantees and warranties, express or implied, in
connection with the construction of the Improvements), (viii) those certain
contracts under which goods or services or utilities are sold or rendered to
Sellers in respect of any business or activity conducted upon the Land more
particularly identified and described on Exhibit “D” attached hereto (the “Service Contracts”), (ix) those certain
equipment leases under which equipment is leased in connection with the
ownership or operation of The Lodge and Spa at Cordillera, the Grouse on the
Green Restaurant and/or any of the other Improvements more particularly
identified and described on Exhibit “E” attached hereto (the “Equipment Leases”), (x) any and all
accounts receivable and other rights to payment of any type or nature from
customers of Sellers in connection with the hotel/spa, retail and Restaurant
businesses of CHO conducted on the Lodge and Spa Real Property and at the
Grouse on the Green Real Property and at the Cordillera Mountain Club Real
Property (“Accounts Receivable”),
which assignment shall be subject to “Sellers’ Credit” as defined in Section
12(d); and (xi) all trade names, websites, trademarks, logos and other
intellectual property owned or licensed by Sellers and directly used in
connection with the Property listed on Exhibit “F” hereto; but excepting from
the foregoing clauses (i) through (x) any and all intangible property (A) used
solely and exclusively in connection with the operation of businesses of
Sellers not located on, in or upon any of the Land or the Improvements, (B) tax
deposits, utility deposits and other deposits held by parties other than
Sellers, except for any transferable deposits assigned to Purchaser, for which
Sellers are to be reimbursed as herein provided, (C) any tax, insurance,
furnishings, equipment, capital improvement and/or other escrows, impounds or
reserves held by any lender to any of the Sellers, the Manager or any other
party, and (D) any balances on deposit with banking



 4
 









institutions relating to the Property, including
amounts held in “house banks” (all of the foregoing, other than the excluded
property described in clauses (A) through (D), are collectively referred to
herein as the “Intangible Property”);
and


(j)                      Tenant Leases.  All
right, title, interest, claim and estate of CL&S, as lessor, in and to all
leases affecting or demising any portion of or interest or estate in any of the
Land or Improvements as of the Closing Date, including, without limitation, the
Grouse on the Green Lease (collectively, the “Tenant
Leases”).


All
of the items described in Sections l(a) through (j) inclusive, are sometimes
collectively referred to herein as the “Property.”


2.                       Purchase Price.  The purchase price of the Property is
Forty Million Dollars ($40,000,000) (the “Purchase
Price”) and shall be paid to Sellers by Purchaser as follows:


(a)                   Within three (3)
Business Days after execution of this Agreement by both Purchaser and Seller,
Purchaser shall deposit with Escrow Holder an initial earnest money deposit in
the amount of Three Hundred Thousand Dollars ($300,000.00) (the “Initial Deposit”) which shall be held
and/or distributed by Escrow Holder in accordance with the provisions herein.


(b)                  Within two (2)
Business Days of Seller’s delivery to Purchaser of those items described in
Sections 4(a) and 4(b), Purchaser shall deposit with Escrow Holder an
additional earnest money deposit in the amount of Fifty Thousand Dollars
($50,000) (the “First $50,000 Deposit”)
which shall be non-refundable to Purchaser except in the event that Seller
willfully and intentionally fails to consummate the Closing of the transactions
contemplated under this Agreement; $25,000.00 of the First $50,000 Deposit
shall be made available to Purchaser to pay for those actual, out-of-pocket
third party costs (in no event to exceed $25,000.00 individually or in the
aggregate) incurred by Purchaser during the Due Diligence Period for the
matters set forth on Schedule 2(b) of this Agreement (excluding any
legal fees in connection therewith) (each, a “Diligence
Item”). During the Due Diligence Period, Purchaser shall submit to
Escrow Holder a written request for reimbursement for the applicable Diligence
Item, together with invoices for the same (each, a “Reimbursement Request”). Purchaser shall simultaneously send
a copy of such request, together with copies of the final invoices, to Seller.
If Seller does not object to the applicable Reimbursement Request within two
(2) Business Days after receipt of the same, then the Escrow Holder shall pay
the amount set forth in the applicable Reimbursement Request to the applicable
contractors or consultants. Purchaser agrees to cause such contractors or
consultants to deliver paid receipts to Seller for any Diligence Item paid for
hereunder within seven (7) Business Days after payment is made by the Escrow Holder.
Purchaser further agrees that a copy of any Diligence Item paid for under this
Section 2(b) shall be co-addressed to Seller, and such Diligence Items shall be
delivered to Seller no later than five (5) days after termination of this
Agreement by Purchaser pursuant to Section 4(d) of this Agreement and shall
include Seller as an additional addressee thereon, and that this obligation of
Purchaser shall survive the Closing (and the delivery of the Deeds to
Purchaser) or the termination of this Agreement.


(c)                   Provided that
Seller has delivered to Purchaser those items described in Sections 4(h), (i),
(j) and (k) on or before the date which is thirty (30) days after the Effective
Date, and



 5
 









provided Purchaser has not, by said date, exercised its right to terminate
this Agreement pursuant to Section 4(d), then on or prior to the date which is
thirty-five (35) days after the Effective Date, Purchaser shall deposit with
Escrow Holder an additional earnest money deposit in the amount of Fifty
Thousand Dollars ($50,000.00) (the “Second
$50,000 Deposit”) which shall be non-refundable to Purchaser except
in the event that Seller willfully and intentionally fails to consummate the
Closing of the transactions contemplated under this Agreement; provided,
however, that $25,000.00 of such Deposit shall be made available to Purchaser
to pay for those actual, out-of-pocket third party costs (in no event to exceed
$25,000.00 individually or in the aggregate) for Diligence Items in accordance
with and pursuant to Section 2(b). Purchaser’s obligation to deposit the Second
$50,000 Deposit shall be subject to a day-for-day extension for each day after
the 30th day after the Effective Date that Seller fails
to deliver those items described in Section 4(h), (i), (j) and (k) to Purchaser;
provided, however, that the obligation shall not be extended past the end of
the Due Diligence Period.


(d)                  If Purchaser does
not exercise its right to terminate this Agreement pursuant to Section 4(d),
then prior to the expiration of the Due Diligence Period, Purchaser shall
deposit with Escrow Holder a final earnest money deposit of Three Hundred
Thousand Dollars ($300,000.00) (the “Final
Deposit” and, together with the Initial Deposit, the First $50,000
Deposit, the Second $50,000 Deposit and the Final Deposit, the “Deposit”). The Deposit shall be held by
Escrow Holder in one or more federally insured interest bearing investments
approved by Purchaser and, if the transaction contemplated by this Agreement is
consummated, the Deposit and all interest earned thereon, less any amounts paid
pursuant to a Reimbursement Request, shall be credited on Purchaser’s account
against the Purchase Price.


(e)                   The balance of
the Purchase Price, as well as all sums necessary to pay Purchaser’s costs,
expenses and prorations as provided in this Agreement, after crediting the
Deposit (less any amounts paid pursuant to a Reimbursement Request) and any
interest earned thereon and any other prorations and other amounts to which
Purchaser is entitled as a credit against the Purchase Price as provided in
this Agreement, shall be deposited by Purchaser in Escrow on the Closing Date
by wire transfer, in immediately available funds.


(f)                     The Purchase
Price shall be allocated One Million Five Hundred Thousand Dollars ($1,500,000.00)
to personal property and the remainder of the Purchase Price to real property
and improvements. On or prior to Closing, the Purchase Price (less the
$1,500,000.00 allocated to personal property) shall be allocated between the
real property by Sellers.


3.                       Operating Permits and Licenses.


(a)                   Purchaser
acknowledges that beer, wine and distilled spirits (“Alcoholic Beverages”) are served and sold on and from each of
the Lodge and Spa at Cordillera, the Grouse on the Green Restaurant and the
Cordillera Mountain Club pursuant to one or more liquor licenses issued by the
State of Colorado Department of Revenue Liquor Enforcement Division (the “LED”) to CHO (the “Liquor Licenses”). On or prior to the date
which is five (5) Business Days after the Effective Date, Purchaser shall file
completed applications pursuant to which Purchaser may obtain the transfer of
the Liquor Licenses from CHO and, if necessary, an interim temporary liquor
license to enable Purchaser to sell alcoholic beverages at the places at the
Property where such beverages are currently sold (the “Temporary Liquor License”), and



 6
 









shall diligently prosecute the same until obtained.
CHO shall cooperate with Purchaser in connection with such applications and
shall provide all reasonable assistance to Purchaser, with all out of pocket
expenses being at Purchaser’s sole cost and expense, upon request of Purchaser,
in connection with Purchaser’s applying for and obtaining the approval by all
applicable governmental agencies or authorities having jurisdiction over the
sale and dispensing of Alcoholic Beverages at or from each of the Lodge and Spa
at Cordillera, the Grouse on the Green Restaurant and the Cordillera Mountain
Club of (i) the transfer and/or grant, as applicable, of the Liquor Licenses to
Purchaser (the “Liquor Licenses Assignment
Approvals”),  and (ii)
the grant of the Temporary Liquor License. If this Agreement is terminated for
any reason, Purchaser shall immediately withdraw or cancel, as appropriate, its
applications for the Temporary Liquor License and the Liquor Licenses
Assignment Approvals and such obligation(s) shall survive the termination of
this Agreement.


(b)                  If applicable law
requires the parties to open a separate escrow for transfer of the Liquor
Licenses and/or to allocate any portion of the Purchase Price separately to the
Liquor Licenses and/or inventory of Alcoholic Beverages at any of the Lodge and
Spa at Cordillera and the Grouse on the Green Restaurant, the parties agree to
execute such further instruments and agreements as are reasonably required to
comply with the requirements of the LED.


(c)                   Sellers shall,
with all out of pocket expenses being at Purchaser’s sole cost and expense,
provide Purchaser reasonable assistance in Purchaser’s efforts to obtain
transfer of all permits, licenses, authorizations, entitlements and other
approvals of governmental and quasi governmental authorities used in connection
with the operation of any of the Lodge and Spa Real Property and the Grouse on
the Green Real Property, and the hotel/spa, retail and Restaurant business
operations conducted thereon (collectively, the “Permits”),  into
Purchaser’s name at the Closing.


(d)                    Sellers shall
make reasonable good faith efforts to obtain any and all third party consents
which are or may be required to assign the Service Contracts (to the extent
Purchaser shall assume the same pursuant to Section 4(g) of this Agreement),
the Tenant Leases, the Equipment Leases, the Operational Agreements, the
Intangible Property and any other of the Property to be sold hereunder to
Purchaser (collectively, the “Consents”).


4.                       Due
Diligence.


(a)                   Within five (5)
Business Days after the Effective Date, Sellers shall provide to Purchaser
copies of the following documentation relating to the Property to the extent within
Sellers’ possession: (i) all plans and specifications relating to the Lodge and
Spa at Cordillera, (ii) licenses, entitlements, permits, conditions and
restrictions, (iii) tax bills, utility bills and similar records, (iv) a
summary of all current or pending litigation and claims, (v) all Environmental
and Property Condition Reports, including radon reports, beginning with January
1, 2003, (vi) unaudited financial statements for the period of January 2004
through June 2006, (vii) all Service Contracts, utility service agreements and
water and sewer agreements, (viii) the Management Agreement and all reports by
Manager thereunder since the inception of the Management Agreement, including
without limitation the 2005 Annual Report, all 2006 Quarterly Reports and
Monthly Reports, the 2006 Operating Phase and Budget and the draft 2007
Operating Phase and Budget (as defined in the Management Agreement), (ix) all



 7
 









documents in Sellers’ possession or control regarding
development entitlements for the Village Center Real Property (but excluding
financial projections, forward looking financial data and any such material or
documentation which is proprietary to Seller or Manager), (x) copies of legible
documents and platmaps referred to in the PUD Guide, (xi) a list of all bank
accounts used in connection with the operation of the Property, including
without limitation all accounts maintained under the Management Agreement, and
(xii) copies of documents evidencing the approval of Eagle County, Colorado of
the right to build nineteen (19) dual key lodge units on the Village Center
Real Property or The Lodge and Spa Real Property.


(b)                  Sellers shall
make available to Purchaser at the Property or other mutually agreed site
during normal business hours on five (5) Business Days notice, for review and
copying by Purchaser, all documents, data and reports in Sellers’ possession or
under Sellers’ control, (including without limitation all documents, data and
reports in the ownership and/or possession of the Manager which CHO may inspect
under the Management Agreement) regarding the Property and the operation of the
businesses on the Property, including without limitation The Lodge and Spa at
Cordillera, the Mirador Restaurant, the Cordillera Mountain Club and the Grouse
on the Green Restaurant (collectively, “Data”),  but excluding from such definition any
Data regarding Sellers’ financing for the Property, Sellers’ income tax
returns, any appraisals, financial projections, forward-looking financial data
and any data which is proprietary to Seller or Manager. To the extent in
existence in written form, Data shall include, without limitation, (i) all
environmental reports, (ii) all financial data including budgets, operating
statements and general ledgers, (iii) insurance policies, (iv) a complete list
of the employees of Manager at the Property, their job descriptions and
salaries, together with any applicable employee pension or profit-sharing
plans, (v) copies of all reports regarding the physical condition of the
Property, (vi) all data, correspondence, documents, agreements, waivers,
notices, applications and other records with respect to the Property relating
to transactions with taxing authorities, governmental agencies, utilities,
vendors, tenants and others with whom Purchaser may be dealing from and after
the Closing Date, (vii) lists and inventories of all Personal Property and
Intangible Property, (viii) a copy of the rent roll for the Property, dated no
earlier than thirty (30) days prior to the Effective Date (“Rent Roll”), and (ix) all other written
easements, covenants, restrictions, agreements, contracts and other documents
in Sellers’ possession or control that affect the Property or the businesses
conducted at the Property, including without limitation any agreements of
Sellers relating to the insurance, service, operation, repair, supply,
advertising, promotion, sale, leasing or management of the Property.


(c)                   Purchaser shall
have the right, upon reasonable notice to Sellers, at its own risk, cost and
expense and at any date or dates prior to Closing, to enter, or cause its
agents or representatives to enter, upon the Property for the purpose of making
surveys, inspections, investigations and/or studies of the Property; provided,
however, that Purchaser shall not conduct any invasive studies, tests, or
samplings, including, without limitation, any environmental or air quality
sampling, without the advance written consent of Sellers in each instance,
which consent will not be unreasonably withheld by Sellers. Purchaser shall not
make any physical alterations to the Property, such entry shall not
unreasonably interfere with the guests, tenants or management of the Property,
and Purchaser shall indemnify and hold Sellers harmless from any cost, claim or
expenses in connection herewith. If Purchaser elects to terminate this
Agreement pursuant to Section 4(d), then upon written request of Sellers made
within ninety (90) days after



 8
 









the date of such termination, Purchaser agrees to
supply Sellers with copies of any tests, studies or inspections of the Property
performed hereunder.


(d)                  If, during the
period between and including the Effective Date and 5 pm Mountain Standard Time
on the date which is forty-five (45) days after the Effective Date (“Due Diligence Period”), Purchaser gives
Sellers written notification (“Termination
Notice”) that Purchaser elects not to consummate the purchase of all
of the Property in accordance with the terms of this Agreement, this Agreement
shall terminate, and, subject to Seller’s receipt of copies of any Diligence
Items paid for through a Reimbursement Request, the Deposit (less the First
$50,000.00 Deposit and the Second $50,000.00 Deposit) and any interest accrued
thereon shall be returned immediately to Purchaser. The First $50,000.00 Deposit
and the Second $50,000.00 Deposit shall remain in Escrow for thirty (30) days
following the date of such termination and shall be made available in
accordance with Section 2(b) for payment of any Diligence Item the work for
which was performed prior to the date of such termination. On the expiration of
such thirty (30) day period, the First $50,000.00 Deposit and the Second
$50,000.00 Deposit (less any amounts paid pursuant to a Reimbursement Request)
shall be immediately released to Seller. If the Termination Notice is given,
neither party shall thereafter have any further liability to the other under
this Agreement, except as expressly provided herein. If the Termination Notice
is not given on or prior to expiration of the Due Diligence Period, then Purchaser
acknowledges and agrees that it shall have waived (without further need for
written documentation) the receipt of any and all Consents, Permits, the
Manager Consent, estoppels or other deliveries, and covenants, representations
and warranties as they may relate to the period through the end of the Due
Diligence Period, required of Seller on or prior to the expiration of the Due
Diligence Period and its obligation to close the transactions contemplated
hereunder shall be non-contingent and unconditional except only for
satisfaction of the conditions set forth in Section 8 of this Agreement.
Subject to the foregoing waiver, Seller shall use reasonable good faith efforts
from and after the expiration of the Due Diligence Period, until the Closing,
to obtain or deliver any Consents, the transfer of any Permits, the Grouse
Estoppel, the Manager Estoppel, the Manager Consent and any other deliveries
required of Seller during the Due Diligence Period to the extent that same are
not received on or prior to the expiration of the Due Diligence Period.


(e)                   Purchaser shall
have the absolute right to determine whether or not to give the Termination
Notice. If Purchaser elects not to give the Termination Notice prior to
expiration of the Due Diligence Period, this Agreement shall remain in full
force and effect and the entire Deposit shall become non-refundable to
Purchaser.


(f)                     Purchaser
shall maintain all information received by Purchaser from Sellers in confidence
and shall not use or disclose any such information other than in connection
with its purchase of the Property, and the operation of the Property from and
after the Closing Date, including, without limitation, the right to disseminate
such information to Purchaser’s partners, investors, agents, attorneys,
advisors, consultants and accountants. Purchaser acknowledges that in the event
of a violation by Purchaser of the provisions of this Section 4(f), the
remedies at law would not be adequate; and accordingly, in such event Sellers
may proceed and protect its rights by an action in equity for specific
performance or for injunction against the violation hereof.



 9
 









(g)                  Within fifteen
(15) days after the Effective Date, Purchaser shall deliver written notice to
Sellers (the “Service  Contracts Notice”) specifying those Service
Contracts which Purchaser desires to assume at the Closing. On or prior to the
date which is five (5) days prior to the expiration of the Due Diligence
Period, Seller shall provide Purchaser a list of those Service Contracts: (i)
which are assignable without the consent of the service provider, or (ii) for
which the service provider has consented to the assignment to Purchaser (the “Assumed Contracts”). Purchaser shall have
until the expiration of the Due Diligence Period to approve the Assumed
Contracts or to terminate this Agreement pursuant to Section 4(d). If Purchaser
does not deliver the Termination Notice pursuant to Section 4(d), then
Purchaser shall assume the Assumed Contracts and deliver the Service Contract
Assignment at Closing. If Purchaser wishes to assume a contract which is not an
Assumed Contract, Seller agrees to use reasonable good faith efforts to obtain
consent to the assumption and assignment from the service provider from and
after the expiration of the Due Diligence Period, until the Closing. All
Service Contracts not assumed by Purchaser shall be the responsibility of each
respective Seller that entered into such Service Contract and shall be
terminated at the sole cost and expense of such Sellers. To the extent any Service
Contracts, because of advance notice requirements, will be temporarily assumed
by Purchaser pending the effective date of termination after the Closing Date,
Purchaser agrees to temporarily assume such Service Contracts subject to a
termination that is at the sole cost and expense of Sellers.


(h)                  On or before the
expiration of the Due Diligence Period, Sellers shall deliver to Purchaser an
estoppel certificate from the tenant under the Grouse on the Green Lease
substantially in the form attached hereto as Exhibit “G-1” (the “Grouse Estoppel”).


(i)                      On or before
the expiration of the Due Diligence Period, Sellers shall deliver to Purchaser
an estoppel certificate from Manager substantially in the form attached hereto
as Exhibit “G-2”, as reasonably approved by Purchaser, Sellers and Manager (the
“Manager Estoppel”), and a consent
to assignment executed by Manager in substantially the form attached hereto as
Exhibit “G-3” (the “Manager Consent”).


(j)                      On or before
the expiration of the Due Diligence Period, Sellers shall cause Kensington
Partners to deliver a bill of sale and quitclaim deed to Sellers conveying the
Sales Center to CL&S in accordance with the Divide Sales Center Agreement.


(k)                   Not later than
thirty (30) days after the Effective Date, Purchaser and Sellers shall jointly
prepare, for Purchaser’s review and approval, all of the following:


(i)
       A written inventory of all
Personal Property (if not previously prepared);


(ii)
                   A
written inventory of all Intangible Property, in addition to the trademarks and
service marks, service contracts and equipment leases shown on Exhibits D, E
and F hereto (if not previously prepared);


(iii)
                A
list of all Personal Property and Intangible Property that are not being sold
by Sellers to Purchaser pursuant to this Agreement (“Excluded Property”);



 10
 









(iv)                A list of all
advance deposits and other reservations for the Lodge and Spa and the
Restaurants;


(iv)
               A
list of the key management employees currently employed at the Property by
Manager;


(v)
                  A
list of all pending litigation respecting the Property and/or the Manager or
any of Sellers respecting the Property and any and all pending or threatened in
writing claims, demands or other causes of action against the Property or the
Manager or any of Sellers with respect to the Property;


(vi)
               A
list and copies of all agreements between or among any or all of CHH, CHO,
CL&S and CL respecting or affecting the use and operation of the Property
which will remain in effect after the Closing (“Sellers’ Agreements”);  and


(vii)
            A
description of the benefits to which any employees of Manager are entitled,
including, without limitation, vacation and sick day accruals.


(l)                      Not later
than five (5) Business Days before the end of the Due Diligence Period, Sellers
shall use commercially reasonable efforts to deliver to Purchaser the
following:


(i)
                      Written
evidence provided by Eagle County, Colorado of transferable right to construct
nineteen (19) dual key lodge units on the Lodge and Spa Real Property;


(ii)
                   Copies
of all Permits affording Sellers the right to operate the Property in the
manner in which it has been operated and written confirmation from Seller that
it is not aware of any other Permits required to operate the Property in the
manner in which it has been operated by Seller; and


(iii)
                If
obtained from Kensington Partners, an amended and restated Divide Sales Center
Agreement, fully executed by CL&S and Kensington Partners (“Revised Sales Center Agreement”).


(m)                Not later than five
(5) Business Days before the end of the Due Diligence Period, Purchaser shall
have obtained all of the following:


(i)
                      An
Environmental Phase I Report complying with Environmental Protection Agency
regulations effective as of November 1, 2006 respecting the Property and an
analysis of the possible existence of Radon in any of the Improvements;


(ii)
                   A
report regarding compliance of the Improvements with the Americans With
Disabilities Act; and


(iii)
                A
report, reasonably satisfactory to Purchaser and its counsel, from the Title
Company or a reputable lien search company indicating that, with respect to the
Property: (A) such company has reviewed appropriate recording files of
financing statements, conditional sales contracts, chattel mortgages, lease
agreements, notices of assignment of accounts receivable, factors, liens, trust
receipts, and federal and state tax liens, and (B) that there are no



 11
 









monetary liens (including Uniform Commercial Code
financing statements) of record with respect to the Property, other than those
which Sellers have agreed will be discharged at Closing.


5.                       Title and
Survey.


(a)                   Sellers shall
obtain and deliver to Purchaser within five (5) Business Days after the
Effective Date: (i) a binding commitment for owner’s policy of title insurance
(under the ALTA 2006 form) to be issued by the Title Company (the “Title Commitment”), committing to insure
Purchaser’s good and marketable fee simple title to the Land; (ii) true,
correct and complete copies of all documents described in the Title Commitment;
and (iii) the existing survey of Property (the “Existing Survey”). The Title Commitment shall: (a) be in an
amount equal to the Purchase Price; and (b) name Purchaser as the proposed
insured. On or prior to the date which is five (5) days prior to the expiration
of the Due Diligence Period, Purchaser, at its option and its sole expense, may
request such additional endorsements as Purchaser or, its lender(s) may
reasonably request (the “Requested
Endorsements”) and shall obtain from the Title Company in writing on
or prior to the expiration of the Due Diligence Period a list of the Requested
Endorsements the Title Company shall issue (the “Granted Endorsements”). The Title Policy (as defined herein)
shall show no liens, mortgages, deeds of trust, security interests, pledges,
charges, options, encroachments, easements, servitudes, covenants, leases,
reservations or restrictions of any kind other than: (1) the lien of any
mortgage or deed of trust executed by Purchaser in favor of Purchaser’s lender;
(2) applicable zoning regulations and ordinances; (3) liens for taxes,
assessments, and governmental charges not yet due and payable; (4) the
exceptions which Purchaser elects to accept as described in Section 5(b) (the
items described in the foregoing clauses (1) - (4) are collectively referred to
herein as the “Permitted Exceptions”).


(b)                  Purchaser agrees
to notify Sellers in writing (the “Title
Objection Notice”) of any objections to: (i) any exceptions
appearing in any Title Commitment; and (ii) the Existing Survey and any updates
thereto, no later than ten (10) days prior to the expiration of the Due
Diligence Period. Within five (5) days following the Title Objection Notice,
Sellers shall notify Purchaser either that it will eliminate from the Title
Policy (or bond over any exceptions which can be cured by the payment of money)
all such exceptions to which Purchaser has objected prior to the Closing Date
or specifying which of such exceptions it will not eliminate. If Sellers agree
to cure all exceptions to which Purchaser has objected or if Purchaser
subsequently elects to accept any such exceptions and continue this Agreement,
Purchaser and Sellers shall initial a list of all such additional exceptions
which Purchaser agrees to accept. If Sellers elect not to cure all exceptions
to title to which Purchaser has properly objected, Purchaser may, at Purchaser’s
sole discretion, by written notice delivered prior to the expiration of the Due
Diligence Period, terminate this Agreement in its entirety.


(c)                   Sellers shall
cooperate with Purchaser, at Purchaser’s sole cost, if Purchaser elects to
obtain an update to the Existing Survey (the “Updated
Survey”).


(d)                  Upon the Closing,
Purchaser’s title to the Land shall be insured by an ALTA (2006) extended
coverage owner’s policy of title insurance, reflecting the Updated Survey, if
any, showing title vested in Purchaser as of the Closing Date, subject only to
the Permitted



 12
 









Exceptions, including the Granted Endorsements, and
issued by the Title Company with aggregate liability in the amount of the Purchase
Price (collectively, the “Title Policy”).


6.
                      Closing.


(a)                   Prior to or
simultaneously with Purchaser’s deposit of the Initial Deposit, Purchaser and
Sellers shall open an escrow account (the “Escrow”)
with Land Title Guarantee Company, 108 South Frontage Road West, Suite 203,
Vail, CO 81657 (the “Escrow Holder”)
in connection with the deposit of the Initial Deposit and, at the times set
forth in this Agreement, the First $50,000 Deposit, the Second $50,000 Deposit
and the Final Deposit. This Agreement (including, without limitation, the
provisions of Section 2), together with such further instructions, if any, as
the parties shall provide to the Escrow Holder, shall constitute the escrow
instructions to the Escrow Holder. If the parties give the Escrow Holder
contradictory instructions, the Escrow Holder shall have the right at its
election to file an action in interpleader requiring the parties to answer and
litigate their several claims and rights among themselves, and the Escrow
Holder is authorized to deposit with the clerk of court all documents and funds
held in this Escrow. In the event such action is filed, the parties agree to
pay the Escrow Holder’s cancellation charges and costs, expenses and reasonable
attorney’s fees that the Escrow Holder is required to expend or incur in the
interpleader action, the amount thereof to be fixed and judgment therefor to be
rendered by the court. Upon the filing of such an action, the Escrow Holder
shall thereupon be fully released and discharged from all obligations to
further perform any duties or obligations otherwise imposed by the terms of
Escrow.


(b)                  The purchase and
sale of the Property is the sale of “reportable
real estate” within the meaning of U.S. Treasury Regulations Section
1.6045-4 (the “Regulations”).  The Escrow Holder is the “real estate reporting person” within the
meaning of the Regulations and shall make all reports to the federal government
as required by the Regulations.


(c)                   The purchase and
sale contemplated herein shall close (the “Closing”)
at the offices of Land Title Guarantee Company, 3033 East First Avenue, Suite
600 in Denver, Colorado on the date which is thirty (30) days following
expiration of the Due Diligence Period (the “Closing
Date”) or at such other time, date and place as Sellers and
Purchaser may mutually agree. If the Closing does not occur by the Closing
Date, this Agreement shall terminate; except
that, (i) any money and documents in the Escrow shall be returned to
the party depositing same; provided that the Initial and the Additional
Deposit, and any interest earned thereon, shall be returned to Purchaser and/or
Sellers, in accordance with the provisions of Sections 2 and 4 hereinbefore;
(ii) Purchaser and Sellers shall each by responsible for one-half of any title
or escrow cancellation fee; (iii) Purchaser shall remain obligated to observe
the confidentiality provisions of Section 4(f) and any other provisions which
by their express terms survive termination of this Agreement; and (iv) nothing
herein contained is intended to relieve either party of liability arising as a
result of a breach of this Agreement by such party. As used in this Agreement,
the “Closing” or “Closing Date” means the date and time that
one or more Special Warranty Deeds duly executed by CL&S and CL and
otherwise sufficient to transfer and convey all of Seller’s right, title,
interest, claim and estate in and to the Land are released from escrow by the
Escrow Holder for recording in the Official Records of Eagle County, State of
Colorado. Closing shall occur through the Escrow with Escrow Holder in
accordance with the general



 13
 









provisions of the usual form of escrow agreement used
by Escrow Holder in similar transactions to the extent not inconsistent
herewith (with such special provisions inserted as may be required to conform
with this Agreement). In the event of any inconsistency between such usual form
of escrow agreement used by Escrow Holder in similar transactions and this
Agreement, this Agreement shall govern and control in all respects.


7.
                      Closing Costs.  Sellers
and Purchaser shall each be responsible for one-half of any documentary
transfer tax, retail sales tax, bulk sales tax, revenue tax or excise tax (and
any surtax thereon) due in connection with the consummation of this transaction,
including, but not limited to, any transfer fees or other payments required to
be made to any homeowner’s association with jurisdiction upon any part of the
Land, and fifty percent (50%) of all other escrow and closing costs; provided,
however, that Purchaser shall pay for all costs relating to its loans, if any,
and the recording of loan documents. Sellers shall pay the premium for the
Title Policy and Purchaser shall pay the premium for any endorsements to the
Title Policy and for the costs of the Updated Survey, if any. Purchaser and
Sellers shall each pay fifty percent (50%) of all escrow costs. Each party
shall bear the expense of its own counsel and other consultants.


8.
                      Conditions
Precedent To Purchaser’s Obligation to Close.


(a)                   Conditions.  It
shall be an express precondition to Purchaser’s obligation to purchase the
Property that each and every one of the following conditions shall have been
satisfied as of the Closing Date (as the same may be waived by Purchaser).


(i)                       Subject to
the provisions of Section 8(b) below, Sellers shall convey to Purchaser at
Closing not less than all the Tangible Personal Property (subject to reasonable
wear and tear and changes or turnover in inventory in the ordinary course of
business at the Property) and Intangible Property identified pursuant to
Section 4(k) will be transferred to Purchaser at Closing; and


(ii)                    Subject to the
provisions of Section 8(b) below, no new claims or litigation have arisen
respecting the Property or against Sellers or Manager involving the Property
not identified pursuant to Section 4(k).


(iii)                 Subject to the
provisions of Section 8(b) below, the Title Company shall be irrevocably
committed to deliver the Title Policy to Purchaser in conformance with Section
5(d) hereof, subject only to the Permitted Exceptions.


(iv)                Each of the
documents referred to in Section 9 hereof required to be delivered by Sellers
shall have been fully executed and delivered to the Title Company, provided
that the conveyance of property and the assignment and assumption of contracts
referred to in Sections 9(b), 9(c), 9(e) and 9(f) shall be evaluated with
reference to the provisions of Section 8(b) in the event that less than
complete transfers and/or assignments occur.


(v)                   Purchaser shall
have obtained the Liquor License Assignment Approvals or the Temporary Liquor
License.



 14
 









(vi)                Subject to the
provisions of Section 8(b) below, all governmental and third party consents
necessary in order to consummate Closing shall have been obtained and all
applicable waiting periods shall have expired.


(vii)             Subject to the
provisions of Section 8(b) below, the PUD Guide shall have not been revoked or
amended with respect to the Property and no change shall have occurred in the
zoning and land use controls regarding the Property, except as has been
approved by Purchaser in its sole and absolute discretion.


(viii)          There shall have been no
Adverse Change or Adverse Changes, in the aggregate, resulting in Adverse Costs
greater than the Adverse Limit, unless waived or deemed waived by Purchaser, as
provided in Section 8(b) below.


(b)                  Adverse Change. If there is a failure of or
change to any of Sellers’ representations, warranties, covenants or obligations
under this Agreement from and after the expiration of the Due Diligence Period
(an “Adverse Change”) which
Adverse Change continues through the Closing Date, then the following
provisions shall apply.


(i)                       If the
amount of damages suffered by Purchaser and/or actual or potential adverse
effect on the value of the Property and/or the operation of the businesses
conducted by Sellers on the Property (on a cumulative basis) by reason of an
Adverse Change (the “Adverse Costs”)
does not exceed the Fifty Thousand and No/100 Dollars ($50,000.00) (the “Threshold Amount”),  Purchaser shall be deemed to have waived
such Adverse Change and Purchaser and Sellers shall continue to be obligated to
close the acquisition contemplated by this Agreement.


(ii)                    If the amount
of Purchaser’s Damages exceeds the Threshold Amount but is less than One Million
and No/100 Dollars ($1,000,000.00) (the “Adverse
Limit”),  the Purchase
Price shall be reduced by the amount of the Adverse Costs and Purchaser and
Sellers shall continue to be obligated to close the acquisition as otherwise
contemplated by this Agreement.


(iii)                 If the amount of
the Adverse Costs is equal to or greater than the Adverse Limit, this Agreement
shall terminate and the provisions of Section 20(b) shall apply, unless
Purchaser waives the amount of Adverse Costs in excess of the amount of the Adverse
Limit, in which case the Purchase Price shall be reduced by the amount of the
Adverse Costs (not to exceed the amount of the Adverse Limit) and Purchaser and
Sellers shall continue to be obligated to close the acquisition as otherwise
contemplated by this Agreement.


(iv)                In no event shall
any Adverse Change be deemed to be or be construed as a Seller default
hereunder unless and until the aggregate Adverse Costs resulting from such
Adverse Change equal or exceed the Adverse Limit. Purchaser acknowledges and
agrees that if Purchaser closes the transactions contemplated hereby pursuant
to the provisions of this Section 8(a), Purchaser shall be deemed to have
waived



 15
 









any pre-Closing breach or failure of any of Sellers
representations, warranties or covenants set forth in this Agreement.


(v)                   Adverse Costs,
if any, shall be reasonably determined by Purchaser and Seller. In the event of
any disagreement between the parties as to the amount or existence of any
Adverse Costs, then, upon the written request of either party, such dispute
shall be resolved by binding arbitration pursuant to the provisions set forth
in Exhibit “R” attached hereto.


9.
                      Sellers’
Closing Documents.  On or before
Closing, Sellers shall deliver or cause to be delivered to Purchaser or Escrow
Holder, as appropriate, the following (“Sellers’
Closing Documents”):


(a)                   Such Special
Warranty Deeds in the form attached hereto as Exhibit “H” as shall be required
to convey all of the Land, buildings, fixtures and Appurtenances to Purchaser
subject only to the Permitted Exceptions (collectively, the “Deeds”) duly executed and acknowledged by
CL&S and CL, as applicable;


(b)                  A Bill of Sale
(the “Bill of Sale”) to the
Personal Property, in the form of Exhibit “I” attached hereto duly executed by
each one of Sellers that owns any of the Personal Property, conveying all of
the Personal Property to Purchaser;


(c)                   An Assignment
and Assumption of the Intangible Property (the “Intangible Property Assignment”), in the form of Exhibit “J”
attached hereto duly executed by each one of Sellers that owns any of the
Intangible Property, conveying all of the Intangible Property to Purchaser;


(d)                  An affidavit from
each of Sellers that satisfies the requirements of Section 1445 of the Code, as
amended (the “Affidavit”);


(e)                   An Assignment
and Assumption of Equipment Leases (the “Equipment
Lease Assignment”) in the form attached hereto as Exhibit “K”, and
duly executed by CHO;


(f)                       An
Assignment and Assumption of Service Contracts (the “Service Contract Assignment”) in the form attached hereto as
Exhibit “L”, and duly executed by CHO;


(g)                  An Assignment and
Assumption of Tenant Leases (the “Tenant
Leases Assignment”) in the form attached hereto as Exhibit “M”, and
duly executed by CHO;


(h)                  A Certificate
duly executed by Sellers pursuant to which Sellers remake their representatives
and warranties under this Agreement, subject to modification in the event of
any Adverse Change, as of the Closing Date;


(i)                      An Assignment
and Assumption of the Amended and Restated Club Access and Use Agreement (the “Club Member Access Assignment”) in the
form attached hereto as Exhibit “N”, and duly executed by CL&S;



 16
 









(j)                      An Assignment
and Assumption of the Lodge Access and Use Easement Agreement (the “Lodge Assignment”) in the form attached
hereto as Exhibit “O”, and duly executed by CL&S;


(k)                   An Assignment
and Assumption of the Signature Golf Memberships Letter Agreement (the “Golf Memberships Option Assignment”) in
the form attached hereto as Exhibit “P”, and duly executed by CL, CL&S and
CHO;


(l)                      If required
under Section 16(c) of this Agreement, an Assignment and Assumption of the
Management Agreement (the “Management
Agreement Assignment”) in substantially the form attached hereto as
Exhibit “Q”, and duly executed by CHO and Manager;


(m)                Evidence of
compliance with the Sales Tax Laws of the State of Colorado;


(n)                  Assignment and
assumption agreements, as reasonably necessary, for each of the Operational
Agreements set forth on Exhibit “C” and, if not waived or deemed waived at the end
of the Due Diligence Period, the Revised Sales Center Agreement, in form and
substance reasonably acceptable to Sellers and Purchaser (collectively, the “Operational Assignments”);


(o)                  A Termination
Agreement terminating the Master Lease and all other Sellers’ Agreements;


(p)                  Original titles
to any motor vehicles conveyed to Purchaser as part of the Personal Property or
other instruments sufficient to convey such vehicles to Purchaser in accordance
with Colorado law; and


(q)                  Such other
documents and conveyances as are reasonably and customarily required to
consummate the transaction envisioned by this Agreement (including, without
limitation, original notes as may be necessary in order to discharge Seller’s
existing financing on the Property).


10.
               Conditions
Precedent to Seller’s Obligation to Close.


It
shall be an express precondition to Sellers’ obligation to convey the Property
that each and every one of the following conditions shall have been satisfied
as of the Closing Date (or waived by Sellers).


(a)                   Representations and Warranties.  There shall be no material breach
of Purchaser’s representations, warranties, covenants or agreements hereunder.


(b)                  Purchase Price.  Purchaser shall have delivered the
Purchase Price to the Title Company not later than one (1) Business Day prior
to the Closing Date.


(c)                   Closing Documents.  Each of the documents referred to
in Section 11 hereof required to be delivered by Purchaser shall have been
fully executed and delivered to the Title Company, and Purchaser shall have
expressly assumed all of the obligations set forth in each of



 17
 









the Assignments required hereunder, including, but not
limited to, its obligation to assume all Equipment Leases.


The
contingencies in this Section 10 are solely for the Sellers’ benefit. Sellers
shall have the right at any time to waive any of the contingencies in this
Section 10. If the contingencies in this Section 10 are not fully and
completely satisfied by the Closing Date unless Sellers elect in writing to
waive any unsatisfied contingency, Sellers shall have the right to terminate
this Agreement and retain the Deposit, and the parties shall have no further
obligations hereunder, except as otherwise expressly provided herein.


11.
               Purchaser’s
Closing Documents.  On or before the
Closing, Purchaser shall deliver to Sellers or Escrow Holder, as appropriate,
the following (“Purchaser’s Closing Documents”),
in form and substance reasonably acceptable to Sellers:


(a)                   The Purchase
Price, after crediting the Deposit and all interest earned thereon less any
amounts paid pursuant to a Reimbursement Request, and after all adjustments and
prorations computed in accordance with this Agreement;


(b)                  Each of the
Equipment Lease Assignment, the Service Contract Assignment and the Tenant
Leases Assignment, the Lodge Assignment, the Golf Memberships Option
Assignment, the Management Agreement Assignment (if required under Section
16(c)), and the Operational Assignments duly executed by Purchaser;


(c)                   A Purchaser’s
Certificate pursuant to which Purchaser remakes its representatives and
warranties under this Agreement as of the Closing Date;


(d)                  Each of the Bill
of Sale and the Intangible Property Assignment duly executed by Purchaser;


(e)                   The Club Member
Access Assignment; and


(f)                     Such other
documents and conveyances as are reasonably and customarily required to
consummate the transaction contemplated hereunder.


12.
               Prorations,
Closing Adjustments and Post-Closing Settlement.


(a)                   Real and
personal property tax bills and assessments (based on 100% of the most current
tax bills), including fees and similar charges payable on an annual basis, and
and water and sewer charges, shall be prorated between Purchaser and Sellers as
of the Cut-Off Time.


(b)                  Normal closing
adjustments in connection with the sale of an ongoing hotel business
enterprise, with respect to those items which are customarily apportioned in
connection with sales of similar real property in Colorado shall be made
between Sellers and Purchaser, said adjustments to be made and apportioned as
of the Cut-Off Time and shall include, but not be limited to:


(i)                       rents, if
any;



 18















(ii)       telephone
rental charges; and


(iii)      Tenant Leases, Service
Contracts and Equipment Leases.


(c)       The following items are
Sellers’ expenses and are not to be apportioned at Closing: electricity, gas,
telephone and other public utilities (except water and sewer which shall be
prorated in accordance with Section 12(a)), it being agreed that all such
accounts in Sellers’ names shall be terminated as of the Closing Date and shall
be paid in full by Sellers. Purchaser acknowledges that from and after the
Closing Date, Purchaser shall be responsible for establishing utility accounts
in its name.


(d)      (i)        As used herein, the term “Sellers Credit” shall mean and include the
sum of (A) any and all assets consisting of prepaid expenses of the Property as
of the Cut-Off Time, but excluding therefrom in their entirety, utility
deposits (which shall belong to Sellers), all insurance policies and prepaid
premiums on policies not assumed by Purchaser from and after the Cut-Off Time
(which shall belong to Sellers), (B) all guest room, food, beverage and other
charges (including, without limitation, telephone and other items charged to
transient guests, parking charges, revenues arising from telephone booths,
coin-operated laundry equipment, vending machines and games, check rooms, and
any and all other charges and revenues relating to goods and services provided
by Sellers) owing to Sellers for services rendered and any payments due or
payable or credits receivable with respect to the operation of the Property for
any period prior to Cut-Off Time, (C) Sellers’ costs (book value) for the
Credit Inventory, and (D) Accounts Receivable for the period prior to the
Cut-Off Time as such sum shall be reasonably calculated by Seller; provided,
however, that any items which are past due for greater than 120 days (“Sellers Accounts Receivable”) shall not be
included in the Accounts Receivable credit and that Sellers shall remain
entitled to receipt of such Accounts Receivable items past due for more than
120 days and shall have the right to prosecute their collection after the
Closing. Any Sellers Accounts Receivable received by Purchaser after the
Closing shall be promptly paid to Sellers by Purchaser. Any Accounts Receivable
included in the Sellers Credit at Closing which, ninety (90) days after the
Closing Date, are 120 days or more outstanding shall be repaid to Purchaser by
Sellers within twenty (20) days following the ninety (90) day cutoff date. Any
Accounts Receivable payments received by Purchaser after Closing shall be
attributed in order of priority from the earliest to the most current unpaid
invoice(s). Room charges for the night on which the Cut-Off Time occurs shall
be considered to relate to the period prior to the Cut-Off Time.


(ii)       As
used herein, the term “Purchaser Credit” shall
mean and include “(A) any and all liabilities, including, without limitation,
advance deposits and payments, consisting of payments received by or on behalf
of Sellers or



 19
 









any agent of Sellers or otherwise accruing to or for
the benefit of Sellers prior to the Cut-Off Time to the extent the goods or
services due in respect thereof are to be sold, rendered or performed on or
after the Closing Date; and (B) any unfunded obligations in respect of any “Employee Plan” (as hereinafter defined) as
of the Cut-Off Time.


As used herein, the term as of the “Cut-Off Time” shall mean 11:59 p.m. on the
calendar day preceding the Closing Date.


(e)       The Purchase Price shall be
adjusted as follows as of the Closing: (i) The Purchase Price shall be reduced
by the Purchaser Credit and (ii) the Purchase Price shall be increased by the
Sellers Credit. The Sellers Credit and the Purchaser Credit shall be calculated
in accordance with Sections 12(h) and (i) below.


(f)        The items to be prorated
between Sellers and Purchaser shall include all items of income and expense of
the Property, including all revenue and all operating expenses, and employee
expenses (including salary and wages, bonuses, sick pay, accrued vacation pay
and other employee benefits), which shall be prorated as of the Cut-Off Time
except as otherwise specifically provided herein. Any amounts due to any entity
owned, controlled by, or under common control with or otherwise affiliated with
Sellers shall be retained by Sellers, shall be considered one of the “Retained Liabilities”,  and shall not be prorated in accordance
with the provisions of this Section 12 and Sellers shall retain and be solely
responsible for any and all liability thereunder.


(g)       Except as expressly set
forth herein or in the Purchaser’s Closing Documents, Purchaser shall not be
responsible for any liabilities or obligations arising from or in respect of
the Property which exist on or as of the Closing Date or otherwise assume any
liability for or in respect of any of the Retained Liabilities. Sellers shall
be responsible for and shall pay all other expenses and liabilities incurred in
connection with the ownership and operation of the Property prior to the
Closing Date.


(h)       Not less than five (5)
Business Days prior to the Closing Date, Sellers and Purchaser shall jointly
prepare, with the assistance of Manager, a preliminary calculation (the “Preliminary Statement”) of the prorations
and adjustments to be made between Purchaser, on one hand, and Sellers, on the
other hand, in the form of an adjustment of the Purchase Price at Closing,
including the calculation of the Sellers Credit, together with such backup
information and materials as Purchaser shall request. Such Preliminary
Statement shall be estimated based upon operating results of the Property as of
11:59 p.m. on the last day of the month preceding the Closing Date, except and
to the extent Sellers have more current data available. At the Closing, all
such prorations and adjustments shall be based upon the Preliminary Statement.


(i)        Within ninety (90) days
following Closing, Purchaser shall prepare a proposed final determination of
the items of proration and adjustment pursuant to this Agreement (the “Final Statement”)  based on the results of operations
(including receipt of payments of any Accounts Receivable for which Seller
received a credit at Closing) as of the Cut-Off Time. Within thirty (30) days
after receipt of the Final Statement, Sellers may provide Purchaser a written
notice indicating that it disagrees with any item on the proposed Final
Statement. If



 20
 









Sellers do not provide such notice within such thirty
(30) day period, Sellers shall be deemed to have accepted the proposed Final
Statement. In the event that Sellers provide timely notice that they disagree
with any item on the proposed Final Statement, the parties shall meet and in
good-faith attempt to resolve such disagreement. If the parties do not reach an
agreement regarding the Final Statement within thirty (30) days after Sellers
provide such notice of disagreement, either party may submit the dispute to
binding arbitration with a single arbitrator pursuant to the procedures
described in Exhibit “R.” Notwithstanding the foregoing, if the 2006 real
property tax bills for the Property are not issued on or prior to the date which
is ninety (90) days after the Closing, then Sellers and Purchaser shall
re-prorate the real property taxes within twenty (20) days after receipt of the
2006 real property tax bills based upon the actual taxes set forth therein.


(j)        Notwithstanding anything
to the contrary set forth in this Agreement, Purchaser is not and shall not
assume or otherwise be liable for or in respect of the Workers’ Compensation
Insurance liability of Sellers and Sellers shall be solely responsible for
adjustment and payment of all claims for compensation in connection with such
insurance and shall retain any and all rebates, reimbursements or other
payments due from the insurer in connection with such policies.


(k)       Within one (1) Business Day
after Closing, Sellers shall deliver to Purchaser or make available at the
Property, to the extent within Sellers’ possession or control and in existence,
originals or copies of the Grouse on the Green Lease, Operational Agreements
and Service Contracts, lease files, warranties, guaranties, operating manuals,
keys to the property and Seller’s books and records (other than proprietary
information) (collectively, “Sellers’
Property-Related Files and Records”) regarding the Property.
Purchaser agrees, for a period of not less than five (5) years after the
Closing (the “Records Hold Period”),
to (i) provide and allow Sellers reasonable access to Sellers’ Property-Related
Files and Records for purposes of inspection and copying thereof, and (ii)
reasonably maintain and preserve Sellers’ Property-Related Files and Records.
If at any time after the Records Hold Period, Purchaser desires to dispose of
Sellers’ Property-Related Files and Records, Purchaser must first provide
Sellers prior written notice (the “Records
Disposal Notice”).  Sellers
shall have a period of 30 days after receipt of the Records Disposal Notice to
enter the Property (or such other location that such records are then stored)
and remove or copy those of Sellers’ Property-Related Files and Records that
Sellers desire to retain. Purchaser agrees (A) to include the covenants of this
Section pertaining to Sellers’ Property-Related Files and Records in any
management contract for the Property (and to bind the manager thereunder to
such covenants), and (B) to bind any future purchaser of the Property to the
covenants of this Section pertaining to Sellers’ Property-Related Files and
Records. Purchaser shall indemnify, hold harmless and, if requested by Sellers
(in Sellers’ sole discretion), defend (with counsel approved by Sellers) Sellers
from and against any and all claims, costs, damages, losses and expenses
(including reasonable attorneys’ fees) arising from or related to Purchaser’s
failure to comply with the provisions of this Section.


(l)        Purchaser and Seller
acknowledge and agree that certain fees payable under the Management Agreement
are on an accrual basis and that they shall determine the method of allocating
and prorating such fees during the Due Diligence Period and such allocations
and prorations shall be included in the terms of the Management Agreement
Assignment. Seller will remain responsible for any accrual payments and/or
obligations under the Management Agreement accrued as of the Cut-Off Time. Cash
and bank accounts owned by Seller and used



 21
 









in the operation of the Property or held by Manager
for the account of Seller shall belong to Seller and shall either be paid to
Seller or credited to Seller at Closing, as determined by Seller.


13.      Seller’s Representations and
Warranties.   Subject to the
limitations of liability set forth in Sections 8, 20 and 38 of this Agreement,
Sellers hereby represent and warrant to Purchaser that the following are true
and correct as of the date hereof. All covenants, representations and
warranties of Sellers under this Agreement shall be joint and several. The
phrase “to Sellers’ knowledge” shall mean to the actual current knowledge of
Harry Rosenthal without any duty of inquiry. No representation or warranty
contained herein shall be deemed to be breached unless and to the extent all
breaches of Sellers’ representations and warranties taken cumulatively, have an
actual or potential adverse effect on the value of the Property and/or the
operation of the businesses conducted by Sellers on the Property in excess of
Fifty Thousand and No/100 Dollars ($50,000.00).


(a)       Good Standing.   CHH,
CL&S and CL are limited liability companies duly organized, validly
existing and in good standing under the laws of State of Delaware, and are
qualified and in good standing in the State of Colorado. CHO is a corporation
duly organized, validly existing and in good standing under the laws of State
of Delaware, and is qualified and in good standing in the State of Colorado.


(b)       Due Authorization; No Violations.   Subject to the approvals required
under Section 41 of this Agreement: (a) the execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby
have been authorized by all requisite limited liability company action or
corporate action of CHH, CL&S, CHO and CL (which action has not been
modified or rescinded, and is in full force and effect); (b) this Agreement
constitutes the valid and binding obligation of the Sellers, enforceable
against the Sellers and other documents to be executed and delivered by Sellers
in accordance with its terms; and (c) the execution, delivery and performance
of this Agreement by Sellers and other documents to be executed and delivered
by Sellers in connection with the transactions contemplated hereby do not and
will not (i) require any consent or approval of any of its constituent parties
or any other person that has not been obtained or (ii) to Sellers’ knowledge,
violate any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect having applicability to it or any
provision of its organizational documents or (iii) contravene or result in any
breach of, or constitute any default under, any indenture, mortgage, chattel
mortgage, deed of trust, conditional sales contract, bank loan or credit
agreement, or, to Sellers’ knowledge, other agreement or instrument to which
any of the Sellers is a party, or by which any of them may be bound or
affected.


(c)       Leases.   To Sellers’
knowledge, except for the Grouse on the Green Lease, there are no leases,
rental agreements, concessions or other agreements, written or oral, with
respect to occupancy or use of the Land or any part of the Improvements by
third parties that will survive Closing.


(d)       Service Contracts.   To
Sellers’ knowledge, except as set forth on Exhibit “C” (with respect to Service
Contracts) or Exhibit “D” (with respect to Equipment Leases), and except for
the Management Agreement described in Section 16(c) herein, there are no
Service



 22
 









Contracts, Equipment Leases or other management,
service or maintenance contracts relating to any part of the Land. To Sellers’
knowledge, each of the Service Contracts and Equipment Leases are valid and in
full force and effect (except as set forth in Exhibits “C” and “D” to this
Agreement or otherwise disclosed in writing by Sellers to Purchaser prior to
the end of the Due Diligence Period). True and complete copies of all of the
foregoing, including all amendments and modifications thereto, have heretofore
been delivered or made available to Purchaser.


(e)       Hazardous Wastes.   Sellers
have made available to Purchaser true and complete copies of those documents
(the “Environmental Documents”)
identified on Exhibit “S” attached hereto. Sellers make no representations or
warranties whatsoever as to the accuracy of the information in the
Environmental Documents (including, without limitation, whether the
Environmental Documents are complete with regard to identifying, characterizing
the extent of or remediation of Hazardous Substances at each Property) or as to
the environmental condition of the Property or the compliance thereof with
Environmental Laws, but to Sellers’ knowledge, there are no violations of any
Environmental Laws and Sellers have not received any written notices from any
person alleging or asserting that Hazardous Substances or any underground
storage tanks exist on the Property other than those described in the
Environmental Documents. Purchaser acknowledges that it shall hire an
environmental consultant and counsel to make an independent analysis of
information in the Environmental Documents and to make an independent
inspection of the Property with respect to environmental conditions. Except as
expressly set forth herein, Sellers make no representation or warranty
whatsoever with respect to the presence or absence of Hazardous Substances
located on or under, emanating from or affecting the Property or its compliance
with, or violation of, any Environmental Laws. As used herein, “Environmental Laws” shall mean all
federal, state and local laws, statues, rules, codes, ordinances, regulations,
orders, judgments, decrees, binding and enforceable guidelines, policies or
common law now or hereafter in effect and in each case as amended, or any
judicial or administrative interpretation thereof, including any judicial or
administrative order, consent decree or judgment in each case, to the extent
binding, relating to the environment, the protection of health or Hazardous
Substances, including, without limitation, the Comprehensive Environmental Response
Compensation and Liability Act, 42 USC §9601 et seq.; the Resource Conservation
and Recovery Act, 42 USC §6901 et seq.; the Federal Water Pollution Control
Act, 33 USC §1251 et seq.; the Toxic Substances Control Act, 15 USC §2601 et
seq.; the Clean Air Act, 42 USC §7401 et seq.; the Safe Drinking Water Act, 42
USC §3803 et seq.; the Oil Pollution Act of 1990, 33 USC §2701 et seq.; the
Emergency Planning and Community Right-to-Know Act of 1986, 42 USC §11001 et
seq.; the Hazardous Material Transportation Act, 49 USC §1801 et seq.; and the
Occupational Safety and Health Act, 29 USC §651 et seq. (to the extent it
regulates occupational exposure to Hazardous Substances); any state, local or
foreign counterparts or equivalents, in each case as amended from time to time.
As used herein, “Hazardous Substances” shall
mean (a) substances that are defined or listed in, or otherwise classified
pursuant to, any applicable law or regulations as “hazardous substances,” “hazardous
materials,” “hazardous wastes,” “toxic substances,” “pollutants,” “contaminants”
or other similar term intended to define, list or classify a substance by
reason of such substance’s ignitability, corrosively, reactivity,
carcinogenicity, reproductive toxicity or “EP toxicity”, (b) oil, petroleum or
petroleum derived substances, natural gas, natural gas liquids, synthetic gas,
drilling fluids, produced waters and other wastes associated with the
exploration, development or production of crude oil, natural gas or geothermal
resources, (c) any flammable substances or explosives or any



 23
 









radioactive materials, (d) asbestos in any form, (e)
polychlorinated biphenyls, (f) mold, mycotoxins or microbial matter (naturally
occurring or otherwise) and (g) infectious waste.


(f)        Litigation.   To Sellers’
knowledge, there are no actions, suits, arbitrations, governmental
investigations or other proceedings pending or threatened against any of
Sellers or Manager or affecting the Property before any court, arbitrator or
governmental authority which would (a) have a material adverse effect, or (b)
materially impair Sellers’ ability to enter into or perform this Agreement,
including (without limitation) any pending or threatened action or proceeding
to condemn all or any portion of the Property.


(g)       Notice of Violation.   To
Sellers’ knowledge, none of Sellers have received any written notices or
citations relating to outstanding alleged violations relating to the Property
from any applicable governmental authorities.


(h)       Personal Property.   CHH,
CHO, CL and/or CL&S have good and marketable title to the Personal Property
and the Intangible Property, free and clear of all conditional bills of sale,
chattel mortgages, security agreements or financing statements or other liens
or security interests of any kind (except in connection with any financing
which is to be paid off at Closing). Neither CHH, CHO, CL nor CL&S have
sold, transferred, assigned or otherwise disposed of any or all of its
respective right, title, interest, claim or estate in or under the Service Contracts,
the Equipment Leases, the Personal Property and the Intangible Property,
provided the same may have been pledged to secure loans, which pledges will be
released at Closing.


(i)        Non-Foreign Status.   None of Sellers is a “foreign
person” as defined in Section 1445(f)(3) of the Internal Revenue Code.


(j)        Employee Plans.   None
of CHH, CHO, CL&S or CL maintain, sponsor, participate in, or contribute
to, and never has maintained, sponsored, participated in or been required to
contribute to (i) any plan subject to Title IV of the Employee Retirement
Income Security Act of 1974 (“ERISA”)
or Section 412 of the Code or (ii) any multiemployer plan (within the meaning
of section 3(37) of ERISA). None of the Employee Plans provide, or reflect or
represent any liability to provide, life insurance, medical or other employee
benefits to any employee upon his or her retirement or other termination of
employment for any reason, except as may be required by COBRA or similar state
law, and Sellers have not represented, promised or contracted (whether orally
or in writing) to any employee (either individually or to employees as a group)
or any other person that such employee(s) or other person would be provided
life insurance, medical or other employee welfare benefits upon retirement or
termination of employment, except to the extent required by statute.


(k)       Employees.   None of
CHH, CHO, CL&S or CL have employees, nor have they received written notice
or other written communication concerning or asserting any violation of the
Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar state or local
law, and Sellers shall send, in a timely manner, any and all notices required
under the WARN Act or any similar sate or local law as shall be required in connection
with the consummation of the transactions contemplated by this Agreement.



 24
 









(l)        Data.   To Sellers’ actual knowledge, all of the
Data delivered to Purchaser pursuant to Section 4(a), and all other documents
delivered to Purchaser by or on behalf of Seller, are true, correct and
complete copies of what they purport to be.


(m)      Operating Statements.   The
operating statements for 2005 and 2006 furnished to Purchaser in connection
with or pursuant to this Agreement (a) are materially complete, and (b) fairly
present the financial condition and results of operation of the business
conducted on the Property for the periods shown.


14.      Purchaser’s Representations
and Warranties.   Purchaser hereby
warrants and represents to Sellers that the following are true and correct as
of the date hereof.


(a)       Good Standing.   Purchaser
is a corporation organized, validly existing and in good standing under the
laws of Delaware, and authorized to do business in the State of Colorado.
Purchaser and each of its nominees or assignees hereunder shall, as of the
Closing Date, be organized, validly existing and in good standing under the
laws of the jurisdiction of their formation, and as of the Closing Date, each
such nominee or assignee shall be qualified to do business in the state where
the Property acquired by it is located.


(b)       Due Authorization.


(i)        The
execution, delivery and performance of this Agreement and the consummation of
the transactions contemplated hereby have been authorized by all requisite
limited liability company action of Purchaser (which action has not been
modified or rescinded, and is in full force and effect). This Agreement
constitutes a valid and binding obligation of Purchaser, enforceable against
Purchaser in accordance with its terms.


(ii)       The
execution, delivery and performance of this Agreement by Purchaser and all
instruments and other documents to be executed and delivered by Purchaser in
connection with the transactions contemplated hereby do not and will not (i)
require any consent or approval of any of its constituent parties or any other
person that has not been obtained or (ii) to Purchaser’s knowledge, violate any
law, rule, regulation, order, writ, judgment, injunction, decree, determination
or award presently in effect having applicability to it or any provision of its
organizational documents or (iii) contravene or result in any breach of or
constitute any default under any indenture, mortgage, chattel mortgage, deed of
trust, conditional sales contract, bank loan or credit agreement, or, to
Purchaser’s knowledge, other agreement or instrument to which it is a party, or
by which it may be bound or affected, except to the extent that any such
failure to obtain such consent or approval, any such violation or any such
contravention or breach would not have a material adverse effect on its ability
to perform its obligations under this Agreement.


(c)       Litigation.   To
Purchaser’s knowledge, there are no actions, suits, arbitrations, proceedings,
governmental investigations or other proceedings that are pending against



 25
 









Purchaser that would materially and adversely affect
its ability to enter into, or perform its obligations under, this Agreement.


(d)       Money Laundering.


(i)        None
of Purchaser or, to Purchaser’s actual knowledge, its partners, investors or
shareholders or any of their respective affiliates, is in violation of any
Anti-Money Laundering and Anti-Terrorism Laws.


(ii)       None
of Purchaser or, to Purchaser’s actual knowledge, its partners, investors or
shareholders or any of their respective affiliates, is acting, directly or
indirectly, on behalf of terrorists, terrorist organizations or narcotics
traffickers, including, without limitation, those persons or entities that
appear on the Annex to the Executive Order, or are included on any relevant
lists maintained by the Office of Foreign Assets Control of U.S. Department of
Treasury, U.S. Department of State, or other U.S. government agencies, all as
may be amended from time to time.


(iii)      None of Purchaser or, to Purchaser’s actual
knowledge, its partners, investors or shareholders or any of their respective
affiliates, in any capacity in connection with the purchase of Property (i)
conducts any business or engages in making or receiving any contribution of
funds, goods or services to or for the benefit of any person included in the
lists set forth in the preceding paragraph; (ii) deals in, or otherwise engages
in any transaction relating to, the Property or interests in property blocked
pursuant to the Executive Order; or (iii) engages in or conspires to engage in
any transaction that evades or avoids, or has the purpose of evading or
avoiding, or attempts to violate, any of the prohibitions set forth in any
Anti-Money Laundering and Anti-Terrorism Laws.


(iv)      Purchaser
understands and acknowledges that Sellers may become subject to further
anti-money laundering regulations, and agrees to execute instruments, provide
information, or perform any other acts as may reasonably be requested by
Seller, for the purpose of: (i) carrying out due diligence as may be required
by applicable law to establish Purchaser’s identity and source of funds; (ii)
maintaining records of such identities and sources of funds, or verifications
or certifications as to the same; and (iii) taking any other actions as may be
required to comply with and remain in compliance with anti-money laundering
regulations applicable to Purchaser.


(v)       Neither
Purchaser, nor, to Purchaser’s actual knowledge, any person controlling or
controlled by Purchaser, is a country, territory, individual or entity named on
a Government List, and, to Purchaser’s actual knowledge, the monies used in
connection with this Agreement and amounts committed with respect thereto were
not and are not derived from any



 26
 









activities that contravene any applicable anti-money
laundering or anti bribery laws and regulations (including, without limitation,
funds being derived from any person, entity, country or territory on a
Government List or engaged in any unlawful activity defined under 18 USC
§1956(c)(7)).


(e)       Employee Plans.   Purchaser is not acquiring the
Property with the assets of an employee benefit plan as defined in Section 3(3)
of ERISA.


(f)        Disclaimers.


(i)        PURCHASER
ACKNOWLEDGES THAT IT HAS HAD (OR DURING THE DUE DILIGENCE PERIOD WILL HAVE)
TIME TO INSPECT, EXAMINE AND INVESTIGATE THE PROPERTY AND TO REVIEW THE DUE
DILIGENCE DATA RELATING THERETO. PURCHASER AGREES THAT, EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED HEREIN AND IN THE CLOSING
DOCUMENTS, PURCHASER IS RELYING SOLELY ON ITS OWN INSPECTIONS, EXAMINATIONS AND
INVESTIGATIONS IN MAKING THE DECISION TO PURCHASE THE PROPERTY.


(ii)       PURCHASER
IS PURCHASING THE PROPERTY IN ITS “AS IS” CONDITION “WITH ALL FAULTS” AND
WITHOUT ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND, ORAL OR
WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY FROM OR ON BEHALF OF
SELLERS EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN. PURCHASER ACKNOWLEDGES
THAT, EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, SELLERS HAVE NOT, DO NOT AND
WILL NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTIES, OF ANY KIND, ORAL
OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE PROPERTY, INCLUDING, WITHOUT
LIMITATION, THE STRUCTURAL ELEMENTS, FOUNDATIONS, ROOFS, APPURTENANCES, ACCESS,
LANDSCAPING, PARKING FACILITIES, ELECTRICAL, MECHANICAL, HVAC, PLUMBING, SEWAGE
OR UTILITY SYSTEMS, FACILITIES OR APPLIANCES ON THE PROPERTY OR ANY PORTION
THEREOF, (II) THE QUALITY, NATURE, ADEQUACY OR PHYSICAL CONDITION OF SOILS OR
GROUND WATER AT OR UNDER THE LAND, (III) THE EXISTENCE, QUALITY, NATURE,
ADEQUACY OR PHYSICAL CONDITION OF ANY UTILITY SERVING THE PROPERTY, (IV) THE
PROPERTY TAXES NOW OR HEREAFTER PAYABLE ON THE PROPERTY OR THE VALUATION OF THE
PROPERTY FOR



 27
 









PROPERTY TAX PURPOSES, (V) THE DEVELOPMENT POTENTIAL
OF THE PROPERTY OR THE HABITABILITY, MERCHANTABILITY OR FITNESS, SUITABILITY OR
ADEQUACY OF THE PROPERTY OR ANY PORTION THEREOF FOR ANY PARTICULAR USE OR
PURPOSE, (VI) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY, (VII) THE
COMPLIANCE BY THE PROPERTY OR OF THE BUSINESS CONDUCTED THEREON, OR ANY PORTION
THEREOF, WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES,
COVENANTS, CONDITIONS OR RESTRICTIONS OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL
ENTITY OR OF ANY OTHER PERSON OR ENTITY, (VIII) THE QUALITY OF ANY LABOR OR
MATERIALS RELATING IN ANY MANNER TO THE PROPERTY, (IX) THE CONDITION OF TITLE
TO THE PROPERTY OR THE NATURE, STATUS AND EXTENT OF ANY LEASE, ENCUMBRANCE OR
OTHER MATTER AFFECTING TITLE TO THE PROPERTY, OR (X) THE ENVIRONMENTAL
CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, ITS COMPLIANCE WITH
ENVIRONMENTAL LAWS AND THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES.
PURCHASER ACKNOWLEDGES THAT THIS SECTION WAS A NEGOTIATED PART OF THIS
AGREEMENT AND SERVES AS AN ESSENTIAL COMPONENT OF CONSIDERATION FOR THE SAME.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PARTIES SPECIFICALLY
ACKNOWLEDGE THAT PURCHASER HAS HAD, AND, DURING THE DUE DILIGENCE PERIOD, SHALL
HAVE, AN OPPORTUNITY TO FULLY INSPECT THE PROPERTY, INCLUDING, BUT NOT LIMITED
TO, THE PHYSICAL CONDITION OF THE REAL PROPERTY AND THE PERSONAL PROPERTY
(INCLUDING ALL ENVIRONMENTAL CONCERNS), AND THE PURCHASE PRICE HAS BEEN
NEGOTIATED TO ELIMINATE ALL CLAIMS, WHETHER KNOWN OR UNKNOWN, RELATING TO THE
CONDITION OF THE PROPERTY AND ALL ASPECTS AND ATTRIBUTES THEREOF, INCLUDING,
WITHOUT LIMITATION, ALL ENVIRONMENTAL MATTERS. CONSEQUENTLY, EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT TO THE CONTRARY, THIS CLAUSE BARS ALL
CLAIMS, WHETHER OR NOT PRESENTLY KNOWN, BROUGHT BY PURCHASER CONCERNING THE
CONDITION OF THE PROPERTY AND ALL ASPECTS AND ATTRIBUTES THEREOF, SPECIFICALLY
INCLUDING, WITHOUT LIMITATION, ALL CLAIMS PURSUANT TO THE COMPREHENSIVE
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, ANY
OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW, RULE OR REGULATION OR
OTHERWISE.



 28
 









NOTWITHSTANDING THE PARTIES’ INTENT THAT ALL SUCH
CLAIMS BE BARRED, SHOULD A COURT OF COMPETENT JURISDICTION DEEM OTHERWISE, THE
PRESENCE OF THIS SECTION IS INTENDED BY THE PARTIES TO SERVE, AND SHALL SERVE,
AS THE OVERWHELMING, PRIMARY FACTOR IN ANY EQUITABLE APPORTIONMENT OF DAMAGES
UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT,
AS AMENDED, AS WELL AS ANY OTHER FEDERAL, STATE OR LOCAL ENVIRONMENTAL LAW,
RULE OR REGULATION OR OTHERWISE.


(iii)      PURCHASER ACKNOWLEDGES THAT SELLERS SHALL NOT BE
LIABLE TO PURCHASER FOR ANY PROSPECTIVE OR SPECULATIVE PROFITS, OR SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER BASED UPON CONTRACT, TORT OR
NEGLIGENCE OR IN ANY OTHER MANNER ARISING FROM THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.


15.      Conduct of Business; Guest
Baggage; Safe Deposit Boxes.


(a)       During the period from the
Effective Date until the earlier of (i) the Closing Date, or (ii) the
termination of this Agreement, Sellers shall operate and maintain the Property
in the ordinary course of business consistent with the past practices of
Seller, including prompt repair and replacement of all unserviceable worn or
damaged property (including, without limitation, all Improvements and Personal
Property). At all times prior to the Closing Date, Sellers shall maintain
insurance coverage for the Property consistent with past practice and shall
not, without the prior written consent or other due authorization or approval
of Purchaser, make any modifications or alterations to the Property with an
estimated cost in excess of $50,000.00. Sellers shall not sell, transfer,
assign or dispose of any of the Property (other than in the ordinary course of
business) or enter into any tenant lease (other than in the ordinary course of
business including, but not limited to, rental agreements for any space on the
Property) or enter into any agreement for the use of facilities at the Property
(other than in the ordinary course of business) between the Effective Date and
the Closing Date without Purchaser’s prior written approval, which approval
shall not be unreasonably withheld. Sellers shall not modify, extend, renew,
cancel, terminate, rescind or surrender any agreement or contract respecting
the Property or consent to any zoning changes, or sell, transfer, assign,
dispose of, or consent to the utilization of, any development rights, if any,
for the Property, or modify or amend or consent to any modification or
amendment of the certificate of occupancy for any Improvement without the prior
written consent of Seller, except in the ordinary course of business. Sellers
shall maintain the books and records respecting the Property in the usual and
ordinary manner, on a basis consistent with prior years and endeavor to comply
with all governmental laws, ordinances and regulations applicable to Seller,
the Property and the conduct of the operation of the businesses on the
Property, and perform all of Sellers’ obligations without default.



 29
 









(b)       Sellers shall furnish to
Purchaser, not later than ten (10) days before the end of the Due Diligence
Period, Sellers’ most recent operating and financial statements regarding the
operation of the businesses on the Property and lists of accounts receivable in
each case when the same are prepared (and keep Purchaser informed upon inquiry
on a reasonable basis as to the business operations).


(c)       Prior to the expiration of
the Due Diligence Period, Seller shall have the right to entertain and review
any back-up offers related to the sale of the Property; provided, however, that
Seller shall not: (i) actively solicit or negotiate such offers; or (ii) permit
any prospective third-party purchasers access to the Property. Sellers shall cause
any back-up offeree to enter into a confidentiality agreement.


(d)       Any baggage or other
property of departed guests held by CHO shall remain at the Lodge and Spa at
Cordillera in the custody of the general manager of the Lodge and Spa at
Cordillera (the “General Manager”)
for a period not to exceed ninety (90) days after the Cut-Off Time. After such
period, all such baggage or property will, at the option of Sellers, be removed
by Sellers or abandoned by Sellers, and Purchaser may dispose of such baggage in
any manner deemed appropriate by Purchaser in its sole and absolute discretion.
Sellers hereby agree to indemnify, defend and hold Purchaser harmless against
all claims, losses and liabilities that Purchaser may suffer, sustain or incur
in connection with baggage or other property left at the Lodge and Spa at
Cordillera by departed guests prior to the Cut-Off Time, except that Purchaser
shall be responsible for holding for said period such baggage and other
property of departed guests as have been placed into the General Manager’s
custody as of the Cut-Off Time. All baggage of guests who are still in the
Lodge and Spa at Cordillera as of the Cut-Off Time which has been checked with
or left in the care of CHO shall be inventoried jointly by CHO and Purchaser.
Purchaser agrees to indemnify, defend and hold Sellers harmless against all
claims, losses or liabilities that Sellers may suffer, sustain or incur with
respect to such inventoried baggage arising out of acts or omissions of
Purchaser after the Cut-Off Time. Sellers agree to indemnify, defend and hold
Purchaser harmless against all claims, losses or liabilities that Purchaser may
suffer, sustain or incur with respect to such inventoried baggage arising out
of the acts or omissions of Sellers prior to the Cut-Off Time and all claims
with respect to baggage or other property allegedly left at the Lodge and Spa
at Cordillera prior to the Cut-Off Time but not so tagged and inventoried.


(e)       Not later than five (5)
days prior to the Cut-Off Time, CHO shall send, or cause the General Manager to
send, written notice to guests or other persons who have safe deposit boxes at
the Lodge and Spa at Cordillera advising of the sale of the Lodge and Spa at
Cordillera and requesting verification or removal of the contents within five
(5) days. The safe deposit boxes of guests or other persons that have not
responded to said written notice as of the Cut-Off Time shall be opened only in
the presence of the General Manager and representatives of both Sellers and
Purchaser. The contents of all boxes opened as aforesaid shall be listed at the
time such boxes are opened and each such list shall be signed by or on behalf
of the General Manager, and Purchaser shall not be liable or responsible for
any items claimed to have been in said boxes unless such items are included in
such list. Sellers agree to indemnify, defend and hold Purchaser harmless from
and against any claims, losses or liabilities that Purchaser may suffer,
sustain or incur with respect to any items claimed to have been in safety
deposit boxes but not



 30
 









included on such list. Purchaser agrees to indemnify,
defend and hold Sellers harmless from and against any claims, losses or
liabilities that Sellers may suffer, sustain or incur with respect to items
claimed to have been in safety deposit boxes and included in such list.


(f)        Except for normal wear and
tear and inventory changes resulting from and consistent with ordinary
operations, the physical condition of the Property shall be substantially the
same on the Closing Date as on the expiration of Due Diligence Period.


16.      Employees; Manager.


(a)       Sellers represent that they
have no employees and therefore, no collective bargaining agreement covering
any of Sellers’ employees is presently in effect or being negotiated nor will
any collective bargaining agreement be in effect or being negotiated on or as
of the Closing Date.


(b)       To the extent included as
part of the Purchaser Credit, Purchaser agrees, from and after the Closing
Date, to be responsible for, and to indemnify, defend and hold Seller harmless
from, all costs and expenses of accrued and unpaid vacation and sick leave for
all of Seller’s employees, including payroll taxes due in connection therewith.
The covenants and agreements contained in this Section 16(b) are not intended
and shall not confer any benefit or right on any person or entity other than
the parties to this Agreement. Seller shall be and remain solely responsible
for payment of any other payroll and employee benefits accrued in connection
with its employees for any period prior to the Closing Date (to the extent not
credited to Purchaser at the Closing) and shall indemnify, defend and hold
Purchaser harmless therefrom.


(c)       Purchaser acknowledges that
the Property is presently managed by Rockresorts International, LLC (the “Manager”) in accordance with that certain
Hotel Management Agreement (the “Management
Agreement”) dated May 1, 2005. Purchaser and Sellers shall use
reasonable good faith efforts to obtain Manager’s written consent to the
Management Agreement Assignment and an acknowledgement that Purchaser is a “Qualified
Transferee” as such term is defined the Management Agreement (the “Manager Consent”) on or prior to the end
of the Due Diligence Period. If Manager provides the Manager Consent, the
Purchaser shall assume the Management Agreement and shall deliver the
Management Agreement Assignment at Closing. If Manager fails to provide the
Manager Consent by the end of the Due Diligence Period, Sellers shall arrange
to terminate the Management Agreement as of the Closing Date; provided,
however, that Purchaser shall be solely responsible for the payment of any
termination fee which may be due Manager under the Management Agreement and
shall deliver at Closing such other documents to evidence its obligation to pay
any such termination fee as Sellers may reasonably require. Sellers shall copy
Purchaser on any termination notice sent to Manager. Purchaser’s obligation to
pay any such termination fee shall survive the Closing or the earlier
termination of this Agreement. Notwithstanding the foregoing, if Closing
occurs, Purchaser will offer, or will cause any management company it retains
to manage the Property to offer, employment to so many of Manager’s employees
employed at the Property as are necessary so that Manager’s failure to give
notice pursuant to the federal Worker Adjustment and Retraining Act (“WARN”) will not result in a finding of
WARN liability in favor of any Property employee and against Manager by any
court with jurisdiction to determine such liability, and Purchaser



 31
 









shall otherwise comply with the WARN Act provisions
set forth in Section 4.4(x) of the Management Agreement. It shall be within the
sole discretion of Purchaser or such management company, as the case may be, to
determine which employees will be offered employment and the terms and
conditions of the employment offered. Purchaser agrees to indemnify, defend and
hold harmless Sellers (and their partners, employees and affiliates) against
any and all losses, liabilities, claims and damages arising out of Purchaser’s
failure to comply with this Section and with WARN.


17.      Indemnification.


(a)       Sellers hereby agree to
defend, indemnify and hold harmless Purchaser from and against any and all
loss, damage, cost, claim liability or expense (including, without limitation,
court costs and reasonable attorneys’ fees) suffered or incurred by Purchaser
as a result of Seller’s failure to pay any accounts payable or any sales, use
or occupancy taxes due in connection with the rental of rooms, the sale of
goods or the performance of services prior to the Closing Date, or arising out
of any event occurring on or before the Closing Date, or any liability or
obligation respecting the Property existing as of the Closing Date and not
assumed by Purchaser hereunder, except to the extent Purchaser has received a
credit therefor against the Purchase Price pursuant to this Agreement.


(b)       Purchaser hereby agrees to
defend, indemnify and hold harmless Sellers from and against any and all loss,
damage, cost, claim, liability or expense (including, without limitation, court
costs and reasonable attorneys’ fees) suffered or incurred by Sellers arising
out of any events relating to the period following the Closing Date or any
liability or obligation assumed by Purchaser hereunder or in any agreement
executed and/or delivered at the Closing, or resulting from Purchaser’s failure
to pay any item for which it received a credit against the Purchase Price under
this Agreement.


(c)       The representation and
warranties used by Sellers contained in this Agreement and/or is any Exhibit to
this Agreement shall survive the Closing for a period of nine (9) months
following the Closing Date. Any claim made by Purchaser from and after said
nine (9) month period, regardless of when said claim may come, shall be null
and void.


18.      Escrow.


(a)       Escrow Holder;
Instructions.   Within three (3)
Business Days after their respective execution of this Agreement, Purchaser and
Sellers each shall deposit a counterpart original of this Agreement executed by
such party (or either of them shall deposit a counterpart executed by both
Purchaser and Sellers) and any additional escrow instructions as provided in
Section 6(a) with Escrow Holder. Promptly upon receipt of such originally
executed counterparts, Escrow Holder shall notify Purchaser and Sellers, in
writing, of the date on which Escrow is opened. In addition, Purchaser and
Sellers agree to execute, deliver and be bound by any reasonable and customary
supplemental escrow instructions of Escrow Holder or other instruments as may
reasonably and necessarily be required by Escrow Holder in order to consummate
the transaction contemplated by this Agreement. Any such supplemental
instructions shall not conflict with, amend or supersede any portions of this
Agreement. If there is any inconsistency between such supplemental instructions
and this Agreement, this Agreement



 32
 









shall govern and control in all respects to the
exclusion of any inconsistent or conflicting provisions set forth in the
reasonable and customary supplemental escrow instructions of Escrow Holder.
This Agreement, together with such further instructions, if any, as the parties
shall provide to Escrow Holder by written agreement, shall constitute the
escrow instructions.


(b)       Deposits into Escrow.


(i)        Sellers
shall deposit, or cause to be deposited, into the Escrow, in time to permit the
closing of the transaction contemplated hereby on the Closing, the items
described in Section 9 hereof. Escrow Holder is hereby authorized to use the
foregoing documents and instruments to close the Escrow only if and when: (i)
Escrow Holder holds for the account of Sellers all sums to be paid by Purchaser
to Sellers through Escrow at the Closing; and (ii) Title Company can and will
issue the Title Policy concurrently with the Closing.


(ii)       Purchaser
shall deposit, or cause to be deposited, into the Escrow, in time to permit the
closing of the transaction contemplated hereby on the Closing:


(1)       The
Purchase Price (including the Deposit) as set forth in and adjusted pursuant to
Section 2.


(2)       The
additional amount, if any, which Escrow Holder estimates to be necessary to pay
Purchaser’s share under this Agreement of the closing costs, expenses and
prorations of this transaction; and


(3)       Purchaser’s
Closing Documents set forth in Section 11.


Escrow Holder is hereby authorized to use said funds,
instruments and documents to close the Escrow only if and when: (i) Escrow
Holder holds for Purchaser the Deed and (ii) Title Company can and will issue
the Title Policy concurrently with the Closing.


(c)       Close of Escrow.   Provided
that Escrow Holder shall not have received written notice from Purchaser or
Sellers of the failure of any condition to the Closing or of the termination of
the escrow, only if and when Purchaser and Sellers have deposited into the
Escrow the matters required by this Agreement and Title Company can and will
issue the Title Policy concurrently with the Closing, Escrow Holder shall:


(i)        Deliver
to Purchaser the Deeds by causing it to be recorded in the Official Records of
Eagle County, State of Colorado;


(ii)       Deliver
to Sellers the Purchase Price, less (x) all amounts to be paid by Sellers
pursuant to Section 7 and (y) Sellers’ share of amounts to be prorated by
Escrow Holder under Section 12.



 33
 









(iv)      Deliver
to Purchaser any funds deposited by Purchaser, and any interest earned thereon,
in excess of the amount required to be paid by Purchaser hereunder.


(v)       Cause
the Title Policy to be issued to Purchaser by Title Company.


19.      Loss by Fire, Other Casualty
or Condemnation.


(a)       In the event that, prior to
the Closing, any material part of the Property is destroyed or materially
damaged (as defined in Section 19(e) below), Purchaser shall have the right,
exercisable by giving notice to Sellers within fifteen (15) days after
receiving written notice of such damage or destruction, either (i) to terminate
this Agreement by written notice to Sellers and Escrow Holder, in which case
neither party shall have any further rights or obligations hereunder except that
(x) subject to Seller’s receipt of copies of any Diligence Items paid for
through a Reimbursement Request, the Deposit (less any payments made pursuant
to a Reimbursement Request) and any interest accrued thereon shall be returned
to Purchaser; (y) any money other than the documents in escrow shall be
returned to the party depositing the same; (z) Purchaser and Sellers each shall
be responsible for one-half of any title or escrow cancellation fee; and (aa)
Purchaser shall remain obligated to observe the confidentiality provisions of
Section 4(f) and any other provisions which expressly survive termination of
this Agreement, or (ii) to accept the Property in its then condition and to
proceed with the Closing with an abatement or reduction in the Purchase Price
in the amount of the deductible for the applicable insurance coverage, in which
case Sellers shall assign to Purchaser all of Sellers’ rights to any insurance
proceeds payable by reason of such damage or destruction. If Purchaser elects
to proceed under clause (ii) above, Sellers shall not compromise, settle or
adjust any claims to such proceeds without Purchaser’s prior written consent.


(b)       In the event that, prior to
the Closing, there is any non-material damage to the Property, or any part
thereof, Sellers shall elect either (i) to repair or replace such damage prior
to the Closing and Purchaser shall proceed with the Closing following
completion of such repair or replacement, or (ii) to proceed to Closing without
repair or replacement of the damage, in which case the Purchase Price shall be
reduced by (x) the amount of any deductible under any insurance policy covering
such damage or destruction and, if applicable, the amount of any such repair or
replacement which is uninsured, and Sellers shall assign to Purchaser all of
Sellers’ rights to any insurance proceeds payable by reason of such damage or
destruction; provided, however, that
any cost or expense incurred by Sellers in connection with repairing or
replacing such damage shall not be included in any closing or post-closing
proration or adjustment of the Purchase Price or otherwise credited to Sellers’
benefit in connection with this transaction. In the event Sellers repair the
damage and proceeds to Closing, Purchaser agrees to cooperate with Sellers
following closing in connection with any insurance claim made by Sellers. If
Sellers elects to proceed under clause (ii) above, Sellers shall not
compromise, settle or adjust any claims to such proceeds without Purchaser’s
prior written consent. For purposes of completing any repairs or replacements
under this Subsection (b), Sellers may extend the Closing for a reasonable time
to allow such repairs or replacements to be made by Sellers.


(c)       In the event that prior to
the Closing, all or any material portion (as defined in Section 19(e) below) of
the Property is subject to a taking or a threatened taking by public



 34
 









authority, Purchaser shall have the right, exercisable
by giving notice to Sellers within fifteen (15) days after receiving written
notice of such taking, either (i) to terminate this Agreement by written notice
to Sellers and Escrow Holder, in which case neither party shall have any
further rights or obligations hereunder except that (x) subject to Seller’s
receipt of copies of any Diligence Items paid for through a Reimbursement
Request, the Deposit (less any payments made pursuant to a Reimbursement
Request) and any interest accrued thereon shall be returned to Purchaser; (y)
any money other than the documents in escrow shall be returned to the party
depositing the same; (z) Purchaser and Sellers each shall be responsible for
one-half of any title or escrow cancellation fee; and (aa) Purchaser shall
remain obligated to observe the confidentiality provisions of Section 4(f) and
any other provisions which expressly survive termination, or (ii) to accept the
Property in its then condition and to proceed with the Closing without an
abatement or reduction in the Purchase Price, in which case Sellers shall
assign to Purchaser all of Sellers’ rights to any condemnation award payable by
reason of such taking. If Purchaser elects to proceed under clause (ii) above,
Sellers shall not compromise, settle or adjust any claims to such award without
Purchaser’s prior written consent.


(d)       In the event that prior to
the Closing, any non-material portion of the Property is subject to a taking or
a threatened taking by public authority, Purchaser shall accept the Property in
its then condition and proceed with the Closing without an abatement or
reduction in the Purchase Price, in which case Purchaser shall be entitled to
receive an assignment of all of Sellers’ rights to any condemnation award
payable by reason of such taking. In the event of any such non-material taking,
Sellers shall not compromise, settle or adjust any claims to such award without
Purchaser’s prior written consent.


(e)       For purposes of this
Section 19, damage to the Property or a taking of a portion thereof shall be
deemed to involve a material portion thereof if the estimated cost of
restoration or repair of such damage or the amount of the condemnation award
with respect of such taking, reasonably estimated by Purchaser, shall exceed
One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00), or, as to
a taking only, if the taking materially and adversely affects Purchaser’s
ability to operate the Lodge and Spa at Cordillera as a hotel or if the taking
reduces the number of additional lodge/residential units and/or square footage
that can be developed on the Lodge and Spa Real Property or the Village Center
Real Property.


(f)        Sellers agree to give
Purchaser written notice of any taking, threatened taking, damage or
destruction of the Property promptly after learning of the same. The provisions
of this Section 19 shall survive the Closing.


20.      Default.


(a)       Purchaser’s Default.   In
the event the sale and purchase of the Property is not consummated because of
default by Purchaser under the terms of this Agreement, as specified in a
written notice thereof to Purchaser from Sellers detailing the basis for such
default, Sellers’ sole and exclusive remedy shall be to retain the Deposit, as
full liquidated damages, and thereafter the parties hereto shall have no
further rights or obligations hereunder whatsoever, except for such rights or
obligations that, by the express terms hereof, survive any termination of this
Agreement.



 35
 









IT IS HEREBY AGREED THAT, WITHOUT RESALE, SELLERS’
DAMAGES WILL BE DIFFICULT TO ASCERTAIN AND THAT THE DEPOSIT CONSTITUTES A
REASONABLE FORECAST THEREOF AND IS INTENDED NOT AS A PENALTY, BUT AS FULL
LIQUIDATED DAMAGES. SELLERS AGREE THAT IN THE EVENT OF A DEFAULT BY PURCHASER,
IT SHALL NOT INITIATE ANY PROCEEDING TO RECOVER DAMAGES FROM PURCHASER IN
EXCESS OF THE DEPOSIT, AND PURCHASER SHALL NOT INITIATE ANY PROCEEDING CHALLENGING
SELLERS’ RIGHT TO RETAIN THE FULL AMOUNT OF THE DEPOSIT AS LIQUIDATED DAMAGES.


	
  SELLER’S INITIALS:

  	
  HR

  	
   

  	
  PURCHASER’S INITIALS:

  	
  JSN

  



 


(b)       Seller’s Default.   In the event Sellers, or any of them,
willfully and intentionally fail to consummate the Closing of the transactions
contemplated under this Agreement and the same remains uncured for more than
five (5) days after Seller’s receipt of written notice thereof, then Purchaser
may:


(i)        terminate this Agreement,
receive reimbursement from Sellers for its actual out-of-pocket expenses (not
to exceed $75,000.00) incurred by Purchaser in connection with this Agreement
and receive a refund of the Deposit (less any amounts paid pursuant to a
Reimbursement Request), whereupon the parties hereto shall have no further
rights or obligations under this Agreement, except for such rights and
obligations that, by the express terms hereof, survive any termination hereof;
or


(ii)       bring an action for
specific performance of this Agreement and seek to recover Purchaser’s Damages
in the amount allowed by the laws of the State of Colorado, except that any
recovery for breach of warranty under Section 13 hereof or right of
indemnification under Section 17 hereof shall not exceed Seven Hundred Fifty
Thousand and No/100 Dollars ($750,000.00).


Neither this provision
for Purchaser’s remedies nor any other provision contained in this Agreement
prevents Purchaser from enforcing Purchaser’s right to indemnification as
provided elsewhere in this Agreement or limits Purchaser’s recovery from
Seller, or Purchaser’s express remedies against Seller, under any such
indemnity or for a breach of Seller’s representations, warranties or covenants
under this Agreement.


21.      Waiver of Performance.   Either party may waive the satisfaction
or performance of any conditions or agreements in the Agreement which have been
inserted for its own and exclusive benefit, so long as the waiver is in writing
(unless this Agreement provided for a non-written waiver) and specifies the waived
condition or agreement and is delivered to the other party hereto and to the
Escrow Holder.


22.      Paragraph Headings.   The paragraph headings of this Agreement
are for purposes of reference only and shall not be used for limiting or
interpreting the meaning of any paragraph.


23.      Notices.   All notices under this Agreement shall be
in writing and shall be effective upon actual receipt whether delivered by
personal delivery, legible facsimile or recognized overnight



 36















IT IS HEREBY AGREED THAT, WITHOUT RESALE, SELLERS’
DAMAGES WILL BE DIFFICULT TO ASCERTAIN AND THAT THE DEPOSIT CONSTITUTES A
REASONABLE FORECAST THEREOF AND IS INTENDED NOT AS A PENALTY, BUT AS FULL
LIQUIDATED DAMAGES. SELLERS AGREE THAT IN THE EVENT OF A DEFAULT BY PURCHASER,
IT SHALL NOT INITIATE ANY PROCEEDING TO RECOVER DAMAGES FROM PURCHASER IN
EXCESS OF THE DEPOSIT, AND PURCHASER SHALL NOT INITIATE ANY PROCEEDING
CHALLENGING SELLERS’ RIGHT TO RETAIN THE FULL AMOUNT OF THE DEPOSIT AS
LIQUIDATED DAMAGES.


	
  SELLER’S INITIALS:

  	
  HR

  	
   

  	
  PURCHASER’S INITIALS:

  	
   

  



 


(b)       Seller’s Default.  In
the event Sellers, or any of them, willfully and intentionally fail to
consummate the Closing of the transactions contemplated under this Agreement
and the same remains uncured for more than five (5) days after Seller’s receipt
of written notice thereof, then Purchaser may:


(i)     terminate this Agreement,
receive reimbursement from Sellers for its actual out-of-pocket expenses (not
to exceed $75,000.00) incurred by Purchaser in connection with this Agreement
and receive a refund of the Deposit (less any amounts paid pursuant to a
Reimbursement Request), whereupon the parties hereto shall have no further
rights or obligations under this Agreement, except for such rights and
obligations that, by the express terms hereof, survive any termination hereof;
or


(ii)    bring an action for specific
performance of this Agreement and seek to recover Purchaser’s Damages in the
amount allowed by the laws of the State of Colorado, except that any recovery
for breach of warranty under Section 13 hereof or right of indemnification
under Section 17 hereof shall not exceed Seven Hundred Fifty Thousand and
No/100 Dollars ($750,000.00).


Neither this provision
for Purchaser’s remedies nor any other provision contained in this Agreement
prevents Purchaser from enforcing Purchaser’s right to indemnification as
provided elsewhere in this Agreement or limits Purchaser’s recovery from
Seller, or Purchaser’s express remedies against Seller, under any such
indemnity or for a breach of Seller’s representations, warranties or covenants
under this Agreement.


21.      Waiver of Performance.  Either
party may waive the satisfaction or performance of any conditions or agreements
in the Agreement which have been inserted for its own and exclusive benefit, so
long as the waiver is in writing (unless this Agreement provided for a
non-written waiver) and specifies the waived condition or agreement and is
delivered to the other party hereto and to the Escrow Holder.


22.      Paragraph Headings.  The
paragraph headings of this Agreement are for purposes of reference only and
shall not be used for limiting or interpreting the meaning of any paragraph.


23.      Notices.  All
notices under this Agreement shall be in writing and shall be effective upon
actual receipt whether delivered by personal delivery, legible facsimile or
recognized overnight



 36















courier or sent by United States registered or certified mail, return
receipt requested, postage prepaid, addressed to the respective parties as
follows:


	
  If to Sellers:

  	
   

  	
  Pharos Group, L.L.C.

  
	
   

  	
   

  	
  175 East 400 South

  
	
   

  	
   

  	
  Suite 607

  
	
   

  	
   

  	
  Salt Lake City, UT 84111-2351

  
	
   

  	
   

  	
  Attention: Mr. Harry Rosenthal

  
	
   

  	
   

  	
   

  
	
  And:

  	
   

  	
  VEF Advisors, LLC

  
	
   

  	
   

  	
  3340 Peachtree Road, NE

  
	
   

  	
   

  	
  Suite 1660

  
	
   

  	
   

  	
  Atlanta, GA 30326

  
	
   

  	
   

  	
  Attention: B. Stanton Breon

  
	
   

  	
   

  	
  Facsimile: (678) 538-1916

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Thomas G. Jaros, Esq.

  
	
   

  	
   

  	
  Levenfeld Pearlstein, LLC

  
	
   

  	
   

  	
  2 North LaSalle Street

  
	
   

  	
   

  	
  Suite 1300

  
	
   

  	
   

  	
  Chicago, IL 60602

  
	
   

  	
   

  	
  Telephone No. (312) 476-7518

  
	
   

  	
   

  	
  Facsimile No. (312) 346-8434

  
	
   

  	
   

  	
   

  
	
  And with a copy
  to:

  	
   

  	
  Timothy J. Goodwin, Esq.

  
	
   

  	
   

  	
  King and Spalding LLP

  
	
   

  	
   

  	
  1180 Peachtree Street

  
	
   

  	
   

  	
  Atlanta, GA 30309

  
	
   

  	
   

  	
  Telephone No. (404) 572-3588

  
	
   

  	
   

  	
  Facsimile No. (404) 572-5131

  
	
   

  	
   

  	
   

  
	
  If to Purchaser:

  	
   

  	
  Cordillera Partners, LLC

  
	
   

  	
   

  	
  260 Townsend Street, 6th Floor

  
	
   

  	
   

  	
  San Francisco, CA 94107-1790

  
	
   

  	
   

  	
  Attention: Jefford S. Nelsen

  
	
   

  	
   

  	
  Telephone No. (415) 543-1207

  
	
   

  	
   

  	
  Facsimile No. (415) 543-4368

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Timothy N. Brown, Esq.

  
	
   

  	
   

  	
  Reed Smith LLP

  
	
   

  	
   

  	
  Two Embarcadero Center, Suite 2000

  
	
   

  	
   

  	
  San Francisco, CA 94111

  
	
   

  	
   

  	
  Telephone No. (415) 659-5931

  
	
   

  	
   

  	
  Facsimile No. (415) 391-8269

  



 



 37
 









24.      Amendments.
  This Agreement may be amended only by written
agreement signed by both of the parties hereto.


25.
     Time of the Essence.   Time
and each of the terms, covenants, conditions and contingencies of this
Agreement are hereby expressly made of the essence.


26.
     Counterparts.   This
Agreement may be executed in several counterparts and all such executed
counterparts shall constitute one agreement, binding on all of the parties
hereto, notwithstanding that all of the parties hereto are not signatories to
the original or to the same counterpart.


27.
     Governing Law.   The
validity, construction and operational effect of this Agreement shall be
governed by the laws of the State of Colorado.


28.
     Attorneys’ Fees and Costs.   In
any action between the parties hereto seeking the enforcement of any of the
terms or provisions of this Agreement, or in connection with the Property, the
prevailing party in such action shall be awarded, in addition to damages,
injunctive or other relief, its reasonable costs and expenses, not limited to
taxable costs, and reasonable attorneys’ fees, charges and expenses.


29.
     Prior Agreements.   This
Agreement supersedes any and all oral or written agreements between the parties
hereto regarding the Property which are prior in time to this Agreement, other
than the Transaction Documents. Neither Purchaser nor Sellers shall be bound by
any prior understanding, agreement, promise, representation or stipulation,
express or implied, not specified herein.


30.
     Further Assurance.   Purchaser
and Sellers agree to execute all documents and instruments reasonably required
in order to consummate the purchase and sale herein contemplated.


31.
     Assignment.


(a)       Purchaser may not assign its rights under
this Agreement except to an entity in which the Purchaser or its principals
holds an interest or for which Purchaser or its principals are the Manager,
without first obtaining Sellers’ written approval, which approval may be given
or withheld in Sellers’ sole discretion. Under no circumstances shall Purchaser
have the right to assign this Agreement to any person or entity owned or
controlled by an employee benefit plan if Sellers’ sale of the property to such
person or entity would, in the reasonable opinion of Sellers’ ERISA advisor,
create or otherwise cause a “prohibited transaction” under ERISA. In the event
Purchaser assigns this Agreement or transfers any ownership interest in
Purchaser, and such assignment or transfer would make the consummation of the
transaction hereunder a “prohibited transaction” under ERISA and necessitate
the termination of this Agreement then, notwithstanding any contrary provision
which may be contained herein, Sellers shall have the right to pursue any
remedy available at law or in equity as a result of such assignment or
transfer. Except as provided in the first sentence of this Section 31, any
transfer, directly or indirectly, of stock, partnership interest or other
ownership interest in Purchaser amounting to more than fifty percent (50%)
ownership interest in Purchaser without Sellers’ written approval, which
approval



 38
 









may be given or withheld in Sellers’ sole discretion,
shall constitute a default by Purchaser under this Agreement.


(b)       Subject to the foregoing, this Agreement
shall be binding upon and shall inure to the benefit of the successors and
assigns of the parties hereto.


32.      Possession.
  Sellers shall deliver possession of the Property to
Purchaser as of 12:01 a.m. on the calendar day immediately following the
Closing Date, including all keys in Sellers’ possession, all books and records
relating to the Property, and originals of documents delivered hereunder, such
possession being subject only to the rights of the tenant under the Grouse on
the Green Lease and guests in possession in the ordinary course of business.


33.
     Severability.   If
any portion of this Agreement is held to be unenforceable by a court of
competent jurisdiction, the remainder of this Agreement shall remain in full
force and effect.


34.
     Additional Instructions to Escrow
Holder.   If Escrow Holder is the prevailing party
in any action or proceeding between Escrow Holder and some or all of the
parties to this Agreement, Escrow Holder shall be entitled to all costs,
expenses and reasonable attorneys’ fees expended or incurred in connection
therewith. If Escrow Holder is required to respond to any legal summons or
proceedings not involving a breach or default upon Escrow Holder’s part, the
parties to this Agreement jointly and severally agree to pay all costs,
expenses and reasonable attorneys’ fees expended or incurred by Escrow Holder,
and the parties hereto further agree to indemnify Escrow Holder against all
loss and expense in said action or proceeding. In the event costs, expenses and
attorneys’ fees are reimbursed to Escrow Holder, Purchaser and Sellers agree
that the prevailing party between Purchaser and Sellers shall be awarded
reimbursement of such costs, expenses and attorneys’ fees paid to Escrow Holder
hereunder.


35.
     Broker’s Fees and Commissions.   Sellers
represent and warrant that they have retained CB Richard Ellis, Inc. (“CBRE”) as its broker for this Property,
and Sellers are responsible for the commission to CBRE pursuant to and in
accordance with that certain Broker Engagement Agreement between Sellers and
CBRE. Except as set forth in the foregoing sentence, Purchaser and Sellers each
represent and warrant to the other than they have not entered into any
agreement or taken any action which will result in any obligation to pay any
brokerage, finder’s fee or similar commission in connection with the purchase
and sale of the Property as herein contemplated. Each of Sellers and Purchaser
agrees to indemnify, defend and hold the other harmless from and against any
and all claims for brokerage commissions and fees or finder’s fees payable in
connection with the sale of the Property or the transactions covered and
contemplated by this Agreement resulting from the act or omission of such
indemnifying party. Nothing in this Agreement shall be construed to confer any
third party benefit on any broker or any other person not a party hereto with
respect to this Agreement. Each party represents and warrants to the other that
it has not dealt with any brokers, agents or others in connection with the
transaction contemplated herein which would give rise to any claim for a sales
commission, finder’s fee, or fee or commission of a similar kind or nature.


36.
     Construction of Agreement.   The
language in all parts of this Agreement shall be in all cases construed simply
according to its fair meaning and not strictly for or against any of the
parties hereto. When required by the context, whenever the singular number is
used in this



 39
 









Agreement, the same shall include the plural, and the
plural shall include the singular, the masculine gender shall include the
feminine and neuter genders, and vice versa. As used in this Agreement, the
term “Sellers” shall include the respective successors and assigns of each of
Sellers, and the term “Purchaser” shall include the successors and permitted
assigns of Purchaser. The term “Business Day”
shall mean a day other than (i) a Saturday or Sunday, or (ii) any
day on which banking and savings and loan institutions in New York, Colorado,
Georgia or Utah are authorized or obligated by law or executive order to be
closed.


37.
     Announcements.   Sellers
and Purchaser shall consult with each other with regard to all press releases
and other announcements issued at or prior to the Closing concerning this
Agreement or the transactions contemplated hereby and, except as may be
required by applicable laws or the applicable rules and regulations of any
governmental agency or stock exchange, neither Sellers nor Purchaser shall
issue any such press release or other such publicity prior to the Closing
without the prior consent of the other party.


38.
     Limitation of Liability.   Seller
shall have no liability for the breach of any representation, warranty,
covenant, indemnity or other obligation that survives the Closing hereunder or
set forth in any of the documents attached as Exhibits hereto and delivered by
the parties at Closing (collectively, “Seller’s
Post-Closing Liabilities”) unless and until the aggregate amount of
Purchaser’s out-of-pocket damages and expenses directly resulting from such
breaches exceeds Fifty Thousand and No/100 ($50,000.00) in the aggregate (the “Threshold”), whereupon all such claims may
be asserted. Furthermore, the aggregate of Seller’s Post-Closing Liabilities
under this Agreement, including, without limitation, any claims arising under
the indemnification provisions of Section 17 or damages recovered due to a
default of Seller pursuant to Section 20 hereof, shall not exceed Seven Hundred
Fifty Thousand and No/100 ($750,000.00).


39.
     No Recordation.   Sellers
and Purchaser each agree that neither this Agreement nor any memorandum or
notice hereof shall be recorded, and, except to the extent required in order
for Purchaser to maintain or pursue a suit for specific performance in
accordance with and pursuant to the provisions of this Agreement, Purchaser
agrees (a) not to file any notice of pendency or other instrument (other than a
judgment) against the Property or any portion thereof, and (b) to indemnify
Sellers against all liabilities (including reasonable attorneys’ fees and
disbursements) incurred by Sellers by reason of the filing by Purchaser of such
notice of pendency or other instrument.


40.      Hart-Scott-Rodino
Act.   This Agreement is subject to the condition that
compliance with the reporting requirements of the Hart-Scott-Rodino Act (the “Act”) is either (i) not required, or (ii)
required, and the necessary filing is completed with no objections being
received pursuant to the Act. If the parties, or either of them, shall
determine that the transaction herein is subject to the reporting requirements
of the Act, then each party shall use its best efforts to file expeditiously a
completed notification report under the Act and take all other actions
necessary or advisable to comply with the Act and the rules and regulations
promulgated thereunder. If such requirements or such other matter as may be
required by any governmental agency having jurisdiction under the Act shall
have been complied with by Purchaser, but shall have not been fulfilled or
satisfied by Sellers to permit closing by the Closing Date, Sellers shall be
deemed to be in default hereunder.



 40
 









41.      Binding
Effect.   This Agreement shall not be binding in
any way upon Seller unless and until (a) Seller shall execute and deliver the
same to Purchaser, (b) each stage of Seller’s investment approval process has
approved this transaction, and (c) Seller’s Investment Committee has thereafter
given its written approval thereof. If Seller has not given Purchaser written
notice (the “Approval Notice”) of
such approvals on or before five (5) Business Days following the Effective Date
(the “Approval Deadline”), or if
prior to the Approval Deadline Seller notifies Purchaser in writing that this
Agreement has been disapproved by the persons or entities referred to in
clauses (b) or (c) of the preceding sentence, then this Agreement shall be
deemed terminated and Purchaser shall be entitled to the return of the Deposit.
It is understood and agreed that at each stage of Seller’s investment approval
process, Seller or its investment advisor, shall each have the right, in its
unfettered discretion, to disapprove the transaction contemplated by this
Agreement for any reason whatsoever, without obligation thereafter to proceed
to the next stage of Seller’s investment approval process. Seller’s approval of
this Agreement shall be evidenced only by both Seller’s execution of this
Agreement and Seller’s sending of the Approval Notice to Purchaser prior to the
Approval Deadline and, accordingly, Purchaser acknowledges and agrees that
Purchaser cannot and will not rely upon any other statement or action of Seller
or its representatives as evidence of Seller’s approval of this Agreement or
the subject matter hereof. Notwithstanding any provision of this Agreement to
the contrary, if Seller’s Investment Committee fails to approve this Agreement,
then the First $50,000.00 Deposit and the Second $50,000.00 Deposit (less any
amounts paid pursuant to a Reimbursement Request) shall be refunded to
Purchaser.


42.
     Venue.   Subject
to any express arbitration provisions set forth herein, all claims, disputes
and other matters in question arising out of or relating to this Agreement or
the transactions contemplated hereby, shall be commenced in the State of
Colorado District Court for the City and County of Denver, or, if a party so
elects and if it has jurisdiction, the United States District Court for the
District of Colorado sitting in Denver, Colorado, and each party hereby
consents for itself and its successors and assigns to the jurisdiction of such
courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein.


[Signature page
follows]



 41














IN WITNESS WHEREOF, Sellers and Purchaser have
executed this Agreement as of the date first above written.


	
  

  	
   

  	
   

  	
  PURCHASER: 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CORDILLERA PARTNERS LLC, a Delaware limited 

  
	
   

  	
   

  	
   

  	
  liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jefford S.
  Nelson

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Jefford S.
  Nelson

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  SELLERS:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  COLORADO HOTEL HOLDING, LLC, a Delaware 

  
	
   

  	
   

  	
   

  	
  limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Pharos Cordillera, LLC, a Delaware limited liability
  

  
	
   

  	
   

  	
   

  	
   

  	
  company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Pharos Group, LLC, a Delaware limited 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Harry
  Rosenthal

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Harry Rosenthal

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
												



 


[Signatures continued
next page]











 


	
  

  	
   

  	
   

  	
  SELLERS CONTINUED:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CORDILLERA LODGE & SPA, LLC, a Delaware limited 

  
	
   

  	
   

  	
   

  	
  liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Colorado Hotel Holding, LLC, a Delaware 

  
	
   

  	
   

  	
   

  	
   

  	
  limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Pharos Cordillera, LLC, a Delaware limited 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Pharos Group, LLC, a Delaware 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Harry
  Rosenthal

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Harry Rosenthal

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  COLORADO HOTEL OPERATOR, INC., a Delaware

  
	
   

  	
   

  	
   

  	
  corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Harry
  Rosenthal

  
	
   

  	
   

  	
   

  	
  Harry Rosenthal, President

  
											



 


[Signatures continued
next page]











 


	
  

  	
   

  	
   

  	
  SELLERS CONTINUED:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  CORDILLERA LAND, LLC, a Delaware limited liability 

  
	
   

  	
   

  	
   

  	
  company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  Colorado Hotel Holding, LLC, a Delaware 

  
	
   

  	
   

  	
   

  	
   

  	
  limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Pharos Cordillera, LLC, a Delaware limited 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Pharos Group, LLC, a Delaware 

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  limited liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Harry
  Rosenthal

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Harry Rosenthal

  
	
   

  	
   

  	
   

  	
  Title:

  	
  President

  
											



 















EXHIBIT A-1


Legal Description of
Lodge and Spa Real Property


LOT 1, ACCORDING TO THE “AMENDED FINAL PLAT, LOT 36,
CORDILLERA SUBDIVISION, FILING NO. 1 & NO. 2; LOT 1, FILING NO. 1,
CORDILLERA SUBDIVISION, FILING NO. 1 & NO. 2; AND TRACT X, CORDILLERA SUBDIVISION
FILING NO. 3”, RECORDED JANUARY 14, 2003 AT RECEPTION NO. 820221, COUNTY OF
EAGLE, STATE OF COLORADO.











EXHIBIT A-2


Legal Description of Village Center Real Property


TRACT X, “AMENDED FINAL PLAT, LOT 36, CORDILLERA
SUBDIVISION, FILING NO. 1 & NO. 2; LOT 1, FILING NO. 1, CORDILLERA
SUBDIVISION, FILING NO. 1 & NO. 2; AND TRACT X, CORDILLERA SUBDIVISION,
FILING NO. 3”, RECORDED JANUARY 14, 2003 AT RECEPTION NO. 820221, COUNTY OF
EAGLE, STATE OF COLORADO.


TOGETHER WITH EASEMENTS AND BENEFITS AS DESCRIBED IN
AMENDED AND RESTATED DECLARATION OF PROTECTIVE COVENANTS RECORDED MAY 12, 1993
IN BOOK 608 AT PAGE 785 AND SECOND AMENDMENT THERETO RECORDED MAY 11, 1998 AT
RECEPTION NO. 655728, AFFIDAVIT OF CLARIFICATION RECORDED MAY 10, 1995 IN BOOK
663 AT PAGE 72, COUNTY OF EAGLE, STATE OF COLORADO.


TOGETHER WITH NONEXCLUSIVE INGRESS AND EGRESS
EASEMENTS RESERVED PURSUANT TO THE QUITCLAIM DEEDS RECORDED APRIL 21, 2003 AT
RECEPTION NO. 830524, 830525, 830526, 830527, 830528, 830529 AND 830530, COUNTY
OF EAGLE, STATE OF COLORADO.











EXHIBIT A-3  


Legal Description of
Cordillera Mountain Club


CONDOMINIUM UNIT 333-C, THE STRAWBERRY PARK
CONDOMINIUMS, IN ACCORDANCE WITH AND SUBJECT TO THE DECLARATION OF COVENANTS,
CONDITIONS AND RESTRICTIONS OF THE STRAWBERRY PARK CONDOMINIUMS, RECORDED APRIL
3, 1989, IN BOOK 503 AT PAGE 354, AND AMENDMENT THERETO RECORDED APRIL 12, 1991
IN BOOK 551 AT PAGE 656, AND SECOND AMENDMENT THERETO RECORDED JUNE 4, 1992 IN
BOOK 581 AT PAGE 544, AND RECORDED SEPTEMBER 25, 1992 IN BOOK 590 AT PAGE 185 AND
MAP RECORDED ON APRIL 3, 1989 IN BOOK 503 AT PAGE 353.


FIRST STATEMENT OF INTENTION TO ANNEX ADDITIONAL
CONDOMINIUM UNITS AND COMMON ELEMENTS AND SUPPLEMENT TO DECLARATION OF
COVENANTS, CONDITIONS AND RESTRICTIONS OF STRAWBERRY PARK CONDOMINIUMS, RECORDED
ON MAY 30, 1989 IN BOOK 507 AT PAGE 220, AND FIRST AMENDMENT THERETO RECORDED
MAY 16, 1991 IN BOOK 554 AT PAGE 86, AND THE SUPPLEMENTAL CONDOMINIUM MAP
RECORDED MAY 30, 1989 IN BOOK 507 AT PAGE 219, AND SECOND AMENDMENT THERETO
RECORDED AUGUST 4, 1992 IN BOOK 586 AT PAGE 212, COUNTY OF EAGLE, STATE OF
COLORADO.


TOGETHER WITH PARKING SPACE NOS. 67 AND 68 AS DEPICTED
AND DESCRIBED ON THE MAPS REFERENCED ABOVE, WHICH PARKING SPACES SHALL BE
LIMITED COMMON ELEMENTS APPURTENANT TO CONDOMINIUM UNIT NO. 333-C, THE
STRAWBERRY PARK CONDOMINIUMS.


TOGETHER WITH BENEFITS AS CREATED BY THE BEAVER CREEK
DECLARATION RECORDED DECEMBER 27, 1979 IN BOOK 296 AT PAGE 446 AND ANY AND ALL
AMENDMENTS THERETO AND TOGETHER WITH BENEFITS AS CREATED BY THE STRAWBERRY PARK
CONDOMINIUM DECLARATION RECORDED APRIL 3, 1989 IN BOOK 503 AT PAGE 354 AND ANY
AND ALL SUPPLEMENTS AND AMENDMENTS THERETO











EXHIBIT A-4


Legal Description of
Grouse on the Green Real Property


TRACT F, CORDILLERA SUBDIVISION, FILING NO. 16, ACCORDING TO THE
CORRECTION PLAT RECORDED NOVEMBER 21, 1994 IN BOOK 655 AT PAGE 562, COUNTY OF
EAGLE, STATE OF COLORADO.











EXHIBIT B


Motor Vehicles


	
  Descr.

  	
   

  	
  License Plate

  	
   

  	
  VIN

  	
   

  	
  Exp. Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1995 Ford Ranger
  4x4 Man. Trans

  	
   

  	
  TRK 605-CMX

  	
   

  	
  1FTCR15U5SPA93774

  	
   

  	
  Jan-04

  
	
  1995 Chev. Suburban
  4x4

  	
   

  	
  EMC7180

  	
   

  	
  1GNFK16KXSJ388233

  	
   

  	
  Jan-04

  
	
  1997 Ford
  Econoline 350 4x4

  	
   

  	
  EME6555

  	
   

  	
  1FBJS31LOVHB38191

  	
   

  	
  Jan-04

  
	
  1997 Ford
  Aerostar AWD

  	
   

  	
  EME6011

  	
   

  	
  1FMDA41X3VZB91879

  	
   

  	
  Aug-04

  



 











EXHIBIT C


Operational Agreements


1.         Lodge
Access and Use Easement Agreement dated October 1, 2003.


2.         Amended and
Restated Club Access and Use Agreement dated December     ,
2003.


3.         License
Agreement dated December 18, 2003 by and between Kensington Partners and
CL&S.


4.         Agreement
dated December 5, 2003 by and between Kensington Partners and Cordillera
Property Owners Association, Inc.


5.         Hotel
Management Agreement for the Lodge and Spa at Cordillera between CHO and
Property Manager dated May 1, 2005.


6.         Letter
Agreement dated December 13, 2005 from Stag Gulch Partners to Kensington Partners
and CL regarding Signature Golf Club Memberships.


7.         The Divide
Sales Center Agreement identified in Section 1(g).











EXHIBIT D


Service Contracts


	
  Grouse on the Green

  	
   

  	
  American Linen Service Agreement

  
	
  Grouse on the Green

  	
   

  	
  BFI Trash Service Agreement

  
	
  Grouse on the
  Green

  	
   

  	
  Apex Security alarm monitoring agreement

  



 


	
  Lodge and Spa

  	
   

  	
  Elevator Services, Inc. elevator service agreement

  
	
  Lodge and Spa

  	
   

  	
  Orkin Pest Control pest control (no agreement – on
  call arrangement)

  
	
  Lodge and Spa

  	
   

  	
  Thul Electronics alarm monitoring agreement

  
	
  Lodge and Spa

  	
   

  	
  BFI trash removal agreement

  
	
  Lodge and Spa

  	
   

  	
  Lodgenet (in-room movies) agreement

  
	
  Lodge and Spa

  	
   

  	
  Springer-Miller software maintenance agreement

  
	
  Lodge and Spa

  	
   

  	
  Alpine Snow Removal & Trucking snow removal
  agreement

  
	
  Lodge and Spa

  	
   

  	
  RTP Technical Services information technology
  services agreement

  



 











EXHIBIT E


Equipment Leases


	
  Grouse on the Green

  	
   

  	
  Ecolab dishwasher lease

  
	
  Lodge and Spa

  	
   

  	
  GE Capital photocopier leases (x2)

  
	
  Lodge and Spa

  	
   

  	
  Ecolab dishwasher lease (Mirador Restaurant)

  
	
  Lodge and Spa

  	
   

  	
  GMC Yukon SmartLease (GMAC) vehicle lease

  
	
  Lodge and Spa

  	
   

  	
  GE Capital wireless Internet equipment lease

  



 











EXHIBIT F


Trademarks and Servicemarks


THE LODGE & SPA AT CORDILLERA (Registration Nos. 2557632 and
2356887) pursuant to license agreement dated December 18, 2003 between
Kensington Partners, a Colorado general partnership, and Cordillera Lodge &
Spa, LLC


CORDILLERA (Registration No. 2315344) pursuant to license agreement
dated December 18, 2003 between Kensington Partners, a Colorado general
partnership, and Cordillera Lodge & Spa, LLC











EXHIBIT G-l


Form of Grouse Estoppel


FORM OF GROUSE LEASE
ESTOPPEL CERTIFICATE


To:                                                                         
(“Lender”)


and Cordillera Partners, LLC, a Delaware limited
liability company and its assigns (collectively, “Purchaser”)


Re:      Lease
(the “Lease”) between Cordillera Lodge & Spa, LLC, a Delaware
limited liability company, as Landlord or its assignees (“Landlord”),
and Galena Partners, a Colorado general partnership as Tenant (“Tenant”),
dated as of December 18, 2003 for premises (the “Premises” in a building
located at 100 Kensington Drive, Eagle County, Colorado, (the “Building”)
as amended by the following amendments: [list;
if none, say  “None”]:

                                                                                                                                                                  

                                                                                                                                                              


Ladies and Gentlemen:


Tenant hereby certifies to Purchaser and Lender as follows:


1.         The Lease is in full
force and effect; there are no amendments or modifications of any kind to the
Lease except as referenced above (if any); there are no other promises,
agreements, understandings, or commitments between Landlord and Tenant relating
to the Premises; and Tenant has not given Landlord any notice of termination
thereunder;


2.         There has not been and is
now no subletting of the Premises, or any part thereof, or assignment by Tenant
of the Lease, or any rights therein, to any party;


3.         A security deposit in the
amount of $                          
has been given by Tenant under the terms of, or with respect to, the Lease;


4.         No uncured default, event
of default, or breach by Landlord exists under the Lease, no facts or
circumstances exist that, with the passage of time, will or could constitute a
default, event of default, or breach under the Lease. Tenant has made no claim
against Landlord alleging Landlord’s default under the Lease;


5.         Tenant is in full and
complete possession of the Premises and has accepted the Premises, including
any work of Landlord performed thereon pursuant to the terms and











provisions of the Lease, and all common areas of the
Building (including, without limitation, parking areas, sidewalks, access ways
and landscaping) are in compliance with the Lease and are satisfactory for
Tenant’s purposes;


6.         To the best of Tenant’s
knowledge and belief, there are no rental, lease, or similar commissions
payable with respect to the Lease, except as may be expressly set forth
therein;


7.         Tenant is obligated to
pay rent to Landlord at the rate set forth in the Lease. Tenant is current with
respect to, and is paying the full rent and other charges stipulated in the
Lease (including, without limitation, common area maintenance charges) with no
offsets, deductions, defenses or claims; and Tenant has not prepaid any rent or
other amounts to Landlord other than rent and other charges due and payable in
the calendar month of this certification and except as stated in the Lease;


8.         Tenant is not entitled to
any concession or rebate of rent or other charges from time to time due and
payable under the Lease, and there are no unpaid or unreimbursed construction
allowances or other offsets due Tenant under the Lease;


9.         The current monthly
estimated “Additional Rent” (as defined in the Lease) paid by Tenant under the
Lease is $                      
and is comprised of the following:


(a)       The current monthly
estimated charge for “Maintenance and Replacement Costs” (as defined in the
Lease) paid by Tenant under the Lease is $                       ;


(b)       The current monthly
estimated charge for taxes paid by Tenant under the Lease is $                      ;


(c)       The current monthly
estimated charge for insurance paid by Tenant under the Lease is $                  ;


10.       The annual “Minimum Rent”
under the Lease is $1.00 per year and has been paid by Tenant through the end
of the term of the Lease;


11.       Tenant is open for business
and in operation in the Premises;


12.       Tenant does not have any
exclusive right to use the Premises for any use or uses, nor does the Lease
provide for any restriction or prohibition on any use or uses of the Building
of which the Premises are a part, except as set forth in the Lease.


13.       There are no actions,
whether voluntary or otherwise, pending against Tenant under the bankruptcy,
reorganization or similar laws of the United States, any state thereof, or any
other jurisdiction.


14.       Tenant has no right to
terminate its Lease.


15.       The initial term of the
Lease commenced on December 18, 2003, and shall expire on December 18, 2102,
unless sooner terminated in accordance with the terms of the Lease.











Tenant has no option to renew or extend the lease
term, except as follows (if none, so state):

                                                                     

                                                                                                                                                                                            
                                                         
                                                                                                                                .


16.       Tenant has no option or
right to purchase the property of which the demised premises are a part, or any
part thereof.


Tenant acknowledges and
agrees that Purchaser and Lender shall be entitled to rely on Tenant’s
certifications set forth herein. The undersigned shall be liable for damages
caused to Purchaser arising from any inaccuracy in this Estoppel Certificate.


[Signatures next page]











IN
WITNESS WHEREOF, Tenant has executed this instrument this      
day of                     ,
2006.


 


	
  

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 











EXHIBIT G-2


Form of Manager Estoppel 


To:                                                                                        
(“Lender”)


and Cordillera Partners, LLC, a Delaware limited liability company and
its assigns (collectively, “Purchaser”)


Re:      Hotel
Management Agreement for The Lodge and Spa at Cordillera (the “Agreement”)
between Colorado Hotel Operator, Inc., a Delaware corporation, as Lessee (“Lessee”)
under a Master Lease for certain real property located in Eagle County,
Colorado as defined in the Agreement (the “Real Property”), and
RockResorts International, LLC, a Delaware limited liability company (“Operator”),
dated as of May 1, 2005, for the management of a hotel and related facilities
in Eagle County, Colorado known as “The Lodge and Spa at Cordillera” and the
other facilities as described in the Agreement (the “Hotel”), as amended
by the following amendments: None.


Ladies and Gentlemen:


Operator hereby certifies to Purchaser and Lender as
follows (capitalized terms not defined herein are defined in the Agreement):


1.         The Agreement is in full
force and effect; there are no amendments or modifications of any kind to the
Agreement; there are no other promises, agreements, understandings, or
commitments between Lessee and Operator relating to the Hotel or the Real
Property; and Operator has not given Lessee any notice of termination
thereunder;


2.         There has not been and is
now no assignment by Operator of the Agreement, or any rights therein, to any
party;


3.         As of the date hereof,
Operator has no charge, lien or claim of offset under the Agreement and Lessee
does not owe any sums to Operator under the Agreement, including without
limitation Base Fees and Incentive Fees, for periods prior the first day of the
month in which this certificate was executed or under any other agreement,
document or judgment;


4.         No uncured default, event
of default, or breach by Lessee exists under the Agreement, no facts or
circumstances exist that, with the passage of time, will or could constitute a
default, event of default, or breach under the Agreement. Operator has made no claim
against Lessee alleging Lessee’s default under the Agreement;











7.         To the best of Operator’s
knowledge, Operator has received no written notice that the Hotel fails to
comply with all current requirements of applicable building and zoning laws and
regulations;


8.         Lessee does not owe any
sums to Operator pursuant to Section 3.3 of the Agreement, which requires
Lessee to reimburse Operator for Reimbursable Expenses, and Operator has no
further rights to require reimbursement for Reimbursable Expenses for period
prior to the first day of the month in which this certificate was executed;


9.         As of the date hereof,
there are sufficient FF&E and Consumables owned by the Lessee and under the
control by the Operator necessary to operate the Hotel in accordance with the
Agreement;


10.       As of the date hereof, the
amount of the Reserve Account is $                     ,
the amount of the Reserve Fund is $          
and the amount of the Working Capital Balance is $          ;


11.       During the period beginning
January 1, 2006 and ending the date hereof, the amount of funds deposited into
the Reserve Account was $          
representing       % of Gross Revenues for such
period;


12.       The Capital Expenditure
Budget under the Agreement for 2006 is $          and
the amount of such Capital Expenditure Budget for 2006 that has been disbursed
as of the date hereof is $          ;


13.       Operator employs all of the
staff and other personnel operating the Hotel (“Employees”); there are
no collective bargaining agreements in force or being negotiated with respect
to the Employees; all sums due and owing prior to the date hereof for all
employee benefit plans for the Employees have been paid by Operator and all
wages, salaries and other sums payable to the Employees have been paid by Operator
as of the date hereof;


14.       The Hotel is open for
business and Operator is operating the Hotel;


15.       There are no actions,
whether voluntary or otherwise, pending against Operator under the bankruptcy,
reorganization or similar laws of the United States, any state thereof, or any
other jurisdiction.


16.       Operator has no right to
terminate its Agreement.


17.       The term of the Agreement
commenced on May 1, 2005, and shall expire on April 30, 2009, unless sooner
terminated in accordance with the terms of the Agreement. Operator has no
option to renew or extend the term, except as follows (if none, so state):


                                                        


18.       Operator has no option or
right to purchase the Real Property or the Hotel, or any part thereof.











19.       A true and correct copy of
the Monthly Report for the Hotel for the month ending immediately prior to the
first day of the month in which this certificate was executed is attached
hereto.


20.       A true and correct copy of
the Operating Plan and Budget for 2007 as prepared by Operator for the Hotel is
attached hereto.


Operator acknowledges and
agrees that Purchaser and Lender shall be entitled to rely on Operator’s
certifications set forth herein. The undersigned shall be liable for damages
caused to Purchaser arising from any inaccuracy in this Estoppel Certificate.


[Signatures next page]















IN
WITNESS WHEREOF, Operator has executed this instrument this            
day of                       ,
2006.


	
  

  	
  OPERATOR:

  
	
   

  	
  RockResorts International, LLC

  
	
   

  	
  A Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 











EXHIBIT G-3


Form of Manager
Consent


CONSENT
OF ROCKRESORTS INTERNATIONAL, LLC TO ASSIGNMENT

AND ASSUMPTION OF MANAGEMENT AGREEMENT


The undersigned, as
Operator under the Management Agreement, hereby consents to the assignment and
assumption of the Management Agreement pursuant to the Assignment and
Assumption of Management Agreement by and between Colorado Hotel Operator,
Inc., as assignor, and                  ,
as assignee, to which this consent is attached, and hereby agrees that Assignee
is a Qualified Transferee, as such term is defined in the Management Agreement.
Further, the undersigned agrees that, pursuant to the terms of Section 4.3 of
the Management Agreement, any liability of Assignor, as “Lessee” under the
Management Agreement is terminated as of the date hereof.


Dated:                  
         , 2006


	
  

  	
  ROCKRESORTS INTERNATIONAL, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	 

								



 











EXHIBIT H


Form of Warranty
Deed


[Statutory Form -
C.R.S. § 38-30-115]


[CORDILLERA
LODGE & SPA, LLC, a Delaware limited liability company/CORDILLERA LAND,
LLC, a Delaware limited liability company ] whose street address is c/o Pharos
Group, L.L.C., 175 East 400 South, Suite 607, Salt Lake City, UT 84111-2351 (“Grantor”),
for Ten and 00/100 Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, hereby sells and
conveys to                                               ,
whose street address is                                             ,
the real property in the County of Eagle and State of Colorado described in Exhibit
A attached hereto and made a part hereof with all its appurtenances, and
warrants the title to the same against all persons claiming under Grantor,
subject to the matters set forth on Exhibit B attached hereto and made a
part hereof.


The street address for
the foregoing property is:                        .


Signed as of this       
day of               ,
         .


	
  

  	
  [CORDILLERA LODGE & SPA, LLC,

  a Delaware limited liability company/

  CORDILLERA LAND, LLC,

  a Delaware limited liability company]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
					



 


STATE OF                 )

                                    )
ss. 

COUNTY OF
            )


The
foregoing instrument was acknowledged before me this          
day of              ,
     by                        ,
as                                  
of [CORDILLERA LODGE & SPA, LLC, a Delaware limited liability
company/CORDILLERA LAND, LLC, a Delaware limited liability company].


Witness my hand and
official seal.


	
  My commission expires:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notary Public

  



 











EXHIBIT A

TO

SPECIAL WARRANTY DEED


LEGAL
DESCRIPTION











EXHIBIT B

TO 

SPECIAL WARRANTY DEED


TITLE
EXCEPTIONS


1.        Taxes for the year 2006 and subsequent years, a
lien not yet due or payable.


2.        All applicable zoning, building, land use and
other governmental restrictions, laws, ordinances, rules and regulations.


3.        All matters that would be discovered or
disclosed by an accurate inspection and ALTA/ACSM Minimum Standard Detail
Survey of the real property.


4.        Rights of tenants in possession, as tenants
only.


5.        Any matters arising by, through or under
grantee, its heirs and assigns.


[ADD
ITEMS FROM TITLE PRO FORMA]











EXHIBIT I


Bill of Sale


BILL OF SALE


THIS BILL OF SALE (this “Bill of Sale”) is made this      
day of                 ,
2006, by COLORADO HOTEL OPERATOR, INC., a Delaware corporation (“CHO”) and CORDILLERA LODGE & SPA, LLC,
a Delaware limited liability company (“CL&S”
and, jointly and severally with CHO, “Grantor”)
in favor of                         ,
a                        
                    
(“Purchaser”).


WITNESSETH:


WHEREAS, COLORADO HOTEL HOLDING, LLC, a
Delaware limited liability company (“Seller”)
and Purchaser entered into that certain Agreement of Purchase and Sale and
Joint Escrow Instructions dated                                    ,
2006, (as amended, the “Contract”) with respect to the sale of Seller’s
interest in certain real property identified on Exhibits A-l through A-4
attached thereto and certain improvements located thereon. (Any term with its
initial letter capitalized and not otherwise defined herein shall have the
meaning set forth in the Contract.)


WHEREAS, in connection with the conveyance
of the Land to Purchaser, Seller agreed to cause Grantor to convey the Personal
Property to Purchaser.


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Grantor does hereby absolutely and unconditionally give, grant, bargain, sell,
transfer, set over, assign, convey, release, confirm and deliver to Purchaser
all of the Personal Property, including, without limitation, the Personal
Property set forth on Exhibit 1 attached hereto, without representation
or warranty of any kind whatsoever except as expressly set forth in the
Contract.


WITH RESPECT TO ALL MATTERS TRANSFERRED, WHETHER TANGIBLE OR
INTANGIBLE, PERSONAL OR REAL, EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT,
GRANTOR EXPRESSLY DISCLAIMS A WARRANTY OF MERCHANTABILITY AND WARRANTY OF
FITNESS FOR A PARTICULAR USE OR ANY OTHER WARRANTY EXPRESSED OR IMPLIED THAT
MAY ARISE BY OPERATION OF LAW OR UNDER THE UNIFORM COMMERCIAL CODE FOR THE
STATE IN WHICH THE PROPERTY IS LOCATED (OR FOR ANY OTHER STATE).


This
Bill of Sale shall be binding upon and inure to the benefit of the successors,
assigns, personal representatives, heirs and legatees of Purchaser and Grantor.


In
the event any action or suit is brought by a party hereto against another party
hereto by reason of any breach of any of the covenants, conditions, agreements
or provisions on the part of such other party arising out of this Bill of Sale,
the prevailing party shall be entitled to have and











recover of and from the other party all costs and expenses
of the action or suit, including reasonable attorneys’ fees.


This
Bill of Sale may be executed in counterparts, each of which shall be deemed an
original, but all of which, together, shall constitute one and the same
instrument.


This
Bill of Sale shall be governed by, interpreted under, and construed and
enforceable in accordance with, the laws of the State of Colorado.


[Signatures next
page]











EXECUTED as of the                 
day of                               ,
2006.


	
  

  	
  CHO:

  
	
   

  	
   

  
	
   

  	
  COLORADO HOTEL OPERATOR, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CL&S:

  
	
   

  	
   

  
	
   

  	
  CORDILLERA LODGE & SPA, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
						



 











Exhibit 1 to Bill of Sale


Schedule of
Personal Property


[To be attached]











EXHIBIT J


Assignment of
Intangible Property


ASSIGNMENT AND
ASSUMPTION OF INTANGIBLE PROPERTY


FOR
VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, COLORADO HOTEL OPERATOR, INC., a Delaware corporation (“CHO”) and CORDILLERA LODGE & SPA, LLC,
a Delaware limited liability company (“CL&S”
and, jointly and severally with CHO, “Assignor”)  do hereby assign, convey, grant, transfer
and set over unto                                  ,
a              
                  ,
its successors and assigns (“Assignee”),  all of Assignor’s right, title, claim,
estate and interest in and to all of the Intangible Personal Property
excepting, however, the Service Contracts and the Equipment Leases, as such
terms are defined in and pursuant to that certain Agreement of Purchase and
Sale and Joint Escrow Instructions by and between COLORADO HOTEL HOLDING, LLC,
a Delaware limited liability company, as seller, and Assignee, as purchaser, dated
                         ,
2006 (as amended, the “Contract”).


CHO
and CL&S represent and warrant to Assignee that: (i) it has full power,
authority and right to execute and deliver this Assignment and convey the
rights and property hereby assigned; (iii) except as may be specifically set
forth in the Contract, the Intangible Personal Property which it owns is free
and clear of any attachments, judgments and encumbrances of any nature
whatsoever; and (iv) except as may be specifically set forth in the Contract,
no consents are required in order to validly transfer to Purchaser the rights
hereby conveyed in and to Intangible Personal Property.


This
Assignment may be relied upon as conclusive proof that the Intangible Personal
Property has been transferred to Assignee.


Assignor
covenants and agrees with Assignee to hereafter furnish to Assignee such
further assignments and consents as Assignee may reasonably require in
furtherance of this Assignment or to carry out the intent hereof.


This
Assignment shall be binding on Assignor, Assignee and their respective legal
representatives, successors and assigns.


In
the event any action or suit is brought by a party hereto against another party
hereto by reason of any breach of any of the covenants, conditions, agreements
or provisions on the part of such other party arising out of this Assignment,
the prevailing party shall be entitled to have and recover of and from the
other party all costs and expenses of the action or suit, including reasonable
attorneys’ fees.


This
Assignment may be executed in counterparts, each of which shall be deemed an
original, but all of which, together, shall constitute one and the same
instrument.











IN WITNESS WHEREOF, this Assignment has been executed
as of                               
     , 2006.


	
  

  	
  CHO:

  
	
   

  	
   

  
	
   

  	
  COLORADO HOTEL OPERATORS, INC., 

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CL&S:

  
	
   

  	
   

  
	
   

  	
  CORDILLERA LODGE & SPA, LLC, 

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Assignee:

  
	
   

  	
   

  	
  ,

  
	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
																



 











EXHIBIT K


Assignment of
Equipment Leases


ASSIGNMENT AND
ASSUMPTION OF EQUIPMENT LEASES


FOR VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged,
COLORADO HOTEL OPERATOR, INC., a Delaware corporation (“CHO”) and CORDILLERA LODGE & SPA, LLC,
a Delaware limited liability company (“CL&S”
and, jointly and severally with CHO, “Assignor”)
do hereby assign, convey, grant, transfer and set over unto                                              ,
a                             
                            ,
its successors and assigns (“Assignee”),
and Assignee hereby assumes, all of Assignor’s right, title and interest in and
to all of the equipment leases set forth on EXHIBIT A attached to and
made a part hereof (the “Equipment Leases”),
pursuant to that certain Agreement of Purchase and Sale and Joint Escrow
Instructions by and between COLORADO HOTEL HOLDING, LLC, a Delaware limited
liability company, as seller, and Assignee, as purchaser, dated                                        ,
2006, as amended (the “Contract”).


CHO and CL&S each
represent and warrant to Assignee that: (i) it has full power, authority and
right to execute and deliver this Assignment and convey the rights and property
hereby assigned; (ii) except as may be specifically set forth in the Contract,
the Equipment Leases to which it is a party are free and clear of any
attachments, judgments and encumbrances of any nature whatsoever; and (iii)
except as may be specifically set forth in the Contract, no consents are
required in order to validly transfer to Purchaser the rights hereby conveyed
in and to the Equipment Leases.


This Assignment may be
relied upon as conclusive proof that the Equipment Leases have been transferred
to Assignee.


Assignee hereby agrees to
defend and indemnify the Assignor against and to hold the Assignor harmless
for, from and against any and all claims, demands, actions, causes of action,
losses, damages, liabilities, costs or expenses (including, without limitation,
reasonable attorneys’ fees) brought, made or incurred as a consequence of any
alleged default, breach, act or occurrence brought against or suffered by the
Assignor which occurs or may be alleged to occur with respect to any default or
breach by the Assignee under the Equipment Leases, or otherwise arising or
accruing in connection with the Equipment Leases on or subsequent to the date
of this Assignment. Conversely, subject to the survival period set forth in
Section 17(c) and the provisions of Section 38 of the Contract, Assignor hereby
agrees to defend and indemnify the Assignee against and to hold the Assignee
harmless for, from and against any and all claims, demands, actions, causes of
action, losses, damages, liabilities, costs or expenses (including, without
limitation, reasonable attorneys’ fees) brought, made or incurred as a
consequence of any alleged default, breach, act or occurrence brought against
or suffered by the Assignee which occurs or may be alleged to occur with
respect to any default or breach by the Assignor under the Equipment Leases, or
otherwise arising or accruing in connection with the Equipment Leases prior to
the date of this Assignment.











Assignor covenants and agrees with Assignee to
hereafter furnish to Assignee such further assignments and consents as Assignee
may reasonably require in furtherance of this Assignment or to carry out the
intent hereof.


This Assignment shall be
binding on Assignor, Assignee and their respective legal representatives,
successors and assigns.


In the event any action
or suit is brought by a party hereto against another party hereto by reason of
any breach of any of the covenants, conditions, agreements or provisions on the
part of such other party arising out of this Assignment, the prevailing party
shall be entitled to have and recover of and from the other party all costs and
expenses of the action or suit, including reasonable attorneys’ fees.


This Assignment may be
executed in counterparts, each of which shall be deemed an original, but all of
which, together, shall constitute one and the same instrument.











IN WITNESS WHEREOF, this Assignment has been executed
as of                                          
          , 2006.


	
  

  	
  CHO:

  
	
   

  	
   

  
	
   

  	
  COLORADO HOTEL OPERATORS, INC.,

  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  CL&S:

  
	
   

  	
   

  
	
   

  	
  CORDILLERA LODGE & SPA, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  Assignee:

  
	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
   a 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
																



 











EXHIBIT A


Equipment Leases 


[Copy from Exhibit D to
Contract]











EXHIBIT L


Assignment of Service Contracts 


ASSIGNMENT AND ASSUMPTION OF SERVICE CONTRACTS


FOR VALUABLE CONSIDERATION,
the receipt and sufficiency of which are hereby acknowledged, COLORADO HOTEL
OPERATOR, INC., a Delaware corporation (“CHO”)
and CORDILLERA LODGE & SPA, LLC, a Delaware limited liability company (“CL&S” and, jointly and severally with
CHO, “Assignor”) do hereby assign,
convey, grant, transfer and set over unto                                              ,
a                     
                    ,
its successors and assigns (“Assignee”),
and Assignee hereby assumes, all of Assignor’s right, title and interest in and
to all of the service contracts set forth on EXHIBIT A attached to and
made a part hereof (the “Service Contracts”),
pursuant to that certain Agreement of Purchase and Sale and Joint Escrow
Instructions by and between COLORADO HOTEL HOLDING, LLC, a Delaware limited
liability company, as seller, and Assignee, as purchaser, dated                                                   ,
2006, as amended (the “Contract”).


CHO and CL&S each
represent and warrant to Assignee that: (i) it has full power, authority and
right to execute and deliver this Assignment and convey the rights and property
hereby assigned; (ii) except as may be specifically set forth in the Contract,
the Service Contracts to which it is a party are free and clear of any attachments,
judgments and encumbrances of any nature whatsoever; and (iii) except as may be
specifically set forth in the Contract, no consents are required in order to
validly transfer to Purchaser the rights hereby conveyed in and to the Service
Contracts.


Assignee hereby agrees to
defend and indemnify the Assignor against and to hold the Assignor harmless
for, from and against any and all claims, demands, actions, causes of action,
losses, damages, liabilities, costs or expenses (including, without limitation,
reasonable attorneys’ fees) brought, made or incurred as a consequence of any
alleged default, breach, act or occurrence brought against or suffered by the
Assignor which occurs or may be alleged to occur with respect to any default or
breach by the Assignee under the Service Contracts, or otherwise arising or
accruing in connection with the Service Contracts on or subsequent to the date
of this Assignment. Conversely, subject to the survival period set forth in
Section 17(c) and the provisions of Section 38 of the Contract, Assignor hereby
agrees to defend and indemnify the Assignee against and to hold the Assignee
harmless for, from and against any and all claims, demands, actions, causes of
action, losses, damages, liabilities, costs or expenses (including, without
limitation, reasonable attorneys’ fees) brought, made or incurred as a
consequence of any alleged default, breach, act or occurrence brought against
or suffered by the Assignee which occurs or may be alleged to occur with
respect to any default or breach by the Assignor under the Service Contracts,
or otherwise arising or accruing in connection with the Service Contracts prior
to the date of this Assignment.


This Assignment may be
relied upon as conclusive proof that the Service Contracts have been
transferred to Assignee.











Assignor covenants and agrees with Assignee to
hereafter furnish to Assignee such further assignments and consents as Assignee
may reasonably require in furtherance of this Assignment or to carry out the
intent hereof.


This Assignment shall be
binding on Assignor, Assignee and their respective legal representatives,
successors and assigns.


In the event any action
or suit is brought by a party hereto against another party hereto by reason of
any breach of any of the covenants, conditions, agreements or provisions on the
part of such other party arising out of this Assignment, the prevailing party
shall be entitled to have and recover of and from the other party all costs and
expenses of the action or suit, including reasonable attorneys’ fees.


This Assignment may be
executed in counterparts, each of which shall be deemed an original, but all of
which, together, shall constitute one and the same instrument.











IN WITNESS WHEREOF, this Assignment has been executed
as of                            
         , 2006.


	
  

  	
  CHO:

  	 

	
   

  	
   

  	 

	
   

  	
  COLORADO HOTEL OPERATORS, INC.,

  a Delaware corporation

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
   

  	 

	
   

  	
   

  	 

	
  

  	
  CL&S:

  	 

	
   

  	
   

  	 

	
   

  	
  CORDILLERA LODGE & SPA, LLC,

  a Delaware limited liability company

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
   

  	 

	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  Assignee:

  
	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
   a 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
																



 















EXHIBIT
A


Service Contracts


[Copy from Exhibit
C to Contract]











EXHIBIT M


Tenant Lease
Assignment


TENANT LEASE
ASSIGNMENT


This
TENANT LEASE ASSIGNMENT (this “Assignment”)
dated as of                     ,
2006 (the “Effective Date”), is
between                           ,
a                           
(“Assignor”), and                                       ,
a                                       
(“Assignee”).


RECITALS


A.       Assignor is the “Landlord”
under that certain lease dated as of December         ,
2003 (as amended, supplemented or otherwise modified from time to time, the “Lease”) between Pharos Group, L.L.C.,
Assignor’s predecessor-in-interest (“Pharos”),
as landlord, and Galena Partners, a Colorado general partnership, as tenant (“Tenant”),
as assigned by Pharos to Assigner pursuant to that certain
[Assignment of Lease dated as of                                   ,
20     ].


B.        Pursuant to that certain
Agreement of Purchase and Sale Agreement and Joint Escrow Instructions, dated
as of                        ,
2006 (the “Contract”),  between Colorado Hotel Holding, LLC, a
Delaware limited liability company, as seller, and Assignee, as purchaser,
Seller agreed to cause the conveyance and assignment to Assignee of Assignor’s
leasehold interest under the Lease.


C.        Assignor desires to assign
and delegate to Assignee and Assignee desires to assume all of Assignor’s
rights and obligations under the Lease upon the terms and conditions set forth
herein.


NOW,
THEREFORE, in consideration of the mutual agreements contained herein, Assignor
and Assignee hereby agree as follows:


1.         Assignment.  As of the Effective Date, (a) Assignor hereby
assigns and delegates to Assignee all of Assignor’s rights and obligations as “Landlord”
under the Lease, and (b) Assignee shall be bound by the Lease to the same
extent that Assignor is bound thereby and shall perform all of the obligations
that Assignor is required to perform thereunder in accordance with the terms of
the Lease. Assignee shall not be responsible for any liabilities, obligations
and commitments of Assignor under the Lease that accrued on or prior to the
Effective Date, and Assignor shall not be responsible for any liabilities,
obligations and commitments of Assignee under the Lease that accrue after the
Effective Date.


2.           Indemnities.  Assignee hereby agrees to defend and indemnify
the Assignor against and to hold the Assignor harmless for, from and against
any and all claims, demands, actions, causes of action, losses, damages,
liabilities, costs or expenses (including, without limitation, reasonable
attorneys’ fees) brought, made or incurred as a consequence of any alleged
default, breach, act or occurrence brought against or suffered by the Assignor
which occurs or may be alleged to occur with respect to any default or breach
by the Assignee under the Lease, or otherwise arising or accruing in connection
with the Lease on or subsequent to the date of this











Assignment. Conversely, subject to the survival period
set forth in Section 17(c) and the provisions of Section 38 of the Contract,
Assignor hereby agrees to defend and indemnify the Assignee against and to hold
the Assignee harmless for, from and against any and all claims, demands,
actions, causes of action, losses, damages, liabilities, costs or expenses (including,
without limitation, reasonable attorneys’ fees) brought, made or incurred as a
consequence of any alleged default, breach, act or occurrence brought against
or suffered by the Assignee which occurs or may be alleged to occur with
respect to any default or breach by the Assignor under the Lease, or otherwise
arising or accruing in connection with the Lease prior to the date of this
Assignment.


3.         Representation and
Warranty.  Assignor represents and
warrants to Assignee that Assignor has full power, authority and right to
execute and deliver this Assignment.


4.         Reliance; Assumption.
 This Assignment may be relied upon as
conclusive proof that the Lease has been transferred to Assignee. Assignee
hereby assumes as of the date hereof all of the obligations of Assignor under
the Lease to the extent that such obligations arise from and after the date
hereof. Assignor shall remain liable for all such obligations that arose prior
to the date hereof.


5.         Further Assurances.
 Assignor covenants and agrees with Assignee
to hereafter furnish to Assignee such further assignments and consents as
Assignee may reasonably require in furtherance of this Assignment or to carry
out the intent hereof.


6.         Legal Fees.  In the event any action or suit is brought by
a party hereto against another party hereto by reason of any breach of any of
the covenants, conditions, agreements or provisions on the part of such other
party arising out of this Assignment, the prevailing party shall be entitled to
have and recover of and from the other party all costs and expenses of the
action or suit, including reasonable attorneys’ fees.


7.         Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado.


8.         Entire Agreement.  This Agreement constitutes the complete
agreement between Assignor and Assignee with respect to the subject matter
hereof and may not be modified, altered or amended except by a written
agreement signed by Assignor and Assignee.


9.         Conflict of Terms.  If any provision contained in this Agreement
conflicts with any provision in the Purchase Agreement, the provision contained
in the Purchase Agreement shall govern and control.


10.       Parties.  This Agreement shall be binding upon and inure
to the benefit of the legal representatives, successors and assigns of Assignor
and Assignee.


IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this Agreement as of the date first above written.











 


	
  

  	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  a

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 


	
   

  	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  a 

  	
   

  	
   - 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
												



 











ACKNOWLEDGEMENTS


STATE OF                      )


                                        
) ss.


COUNTY OF                  )


The foregoing instrument
was acknowledged before me this             day
of                ,
2006 by                      ,
as                         
of                         ,
a                                         .


Witness my hand and
official seal.


My commission expires:


 


Notary Public


 


STATE OF                       )


                                         
) ss.


COUNTY OF                   )


The foregoing instrument was acknowledged before me this             day
of                ,
2006 by                     ,
as                         
of                    ,
a                                        .


Witness my hand and
official seal.


My commission expires:


 


Notary Public











EXHIBIT N


Assignment of Club
Member Access Agreement


ASSIGNMENT
AND ASSUMPTION OF CLUB ACCESS AND USE AGREEMENT


This
ASSIGNMENT AND ASSUMPTION OF CLUB ACCESS AND USE AGREEMENT (this “Assignment”), dated as of                      ,
2006 (the “Effective Date”), is
executed by and between                        ,
a                           (“Assignee”), and                        ,
a                
              (“Assignor”).


RECITALS


A.       Assignor is a party to that
certain Club Access and Use Agreement, dated as of December     
2003 (as amended, supplemented or otherwise modified from time to time, the “Club Agreement”), executed by and among
(1) Kensington Partners, a Colorado general partnership and Assignor’s
predecessor-in-interest, as “Lodge Owner”, (2) Stag Gulch Partners, a Colorado
general partnership, Cordillera Valley Club Investors Limited Partnership, a
Colorado limited partnership, Galena Partners, a Colorado general partnership,
Squaw Creek Realty Corp., a Colorado corporation, Eagle Golf LLC, a Colorado
limited liability company, Valley Golf LLC, a Colorado limited liability
company, and Cordillera Summit Golf, Inc., a Colorado corporation, as “Club
Owners” (collectively, the “Club Owners”),
and (3) Cordillera Club Properties, LLC, a Colorado limited liability company,
as “Club Operator” (the “Club Operator”).


B.        Pursuant to that certain
Agreement of Purchase and Sale Agreement and Joint Escrow Instructions dated as
of               
        , 2006 (the “Contract”), between Colorado Hotel
Holding, LLC, a Delaware limited liability company, as “Seller” (“Seller”), and Assignee, as “Purchaser”,
Seller agreed to cause Assignor to convey, assign and delegate to Assignee all
of Assignor’s rights and obligations under the Club Agreement.


E.        Assignor desires to assign
and delegate to Assignee all of Assignor’s rights and obligations under the
Club Agreement upon the terms and conditions set forth herein.


NOW,
THEREFORE, in consideration of the mutual agreements contained herein, Assignor
and Assignee hereby agree as follows:


1.         Assignment.  As of the Effective Date, (a) Assignor hereby
assigns and delegates to Assignee all of Assignor’s rights and obligations as “Lodge
Owner” under the Club Agreement, and (b) Assignee hereby assumes and shall be
bound by the Club Agreement from and after the date hereof and shall perform
from and after the date hereof all of the obligations that Assignor is required
to perform thereunder from and after the date hereof in accordance with the
terms of the Club Agreement. Assignee shall not be responsible for any
liabilities, obligations and commitments of Assignor under the Club Agreement
which accrued on or prior to the Effective Date, and Assignor shall not be
responsible for any liabilities, obligations and commitments of Assignee under
the Agreements that accrue after the Effective Date.











2.         Representation and
Warranty.  Assignor represents and
warrants to Assignee that Assignor has full power, authority and right to
execute and deliver this Assignment.


3.         Indemnities.  Assignee hereby agrees to defend and indemnify
the Assignor against and to hold the Assignor harmless for, from and against
any and all claims, demands, actions, causes of action, losses, damages,
liabilities, costs or expenses (including, without limitation, reasonable
attorneys’ fees) brought, made or incurred as a consequence of any alleged
default, breach, act or occurrence brought against or suffered by the Assignor
which occurs or may be alleged to occur with respect to any default or breach
by the Assignee under the Club Agreement, or otherwise arising or accruing in
connection with the Club Agreement on or subsequent to the date of this
Assignment. Conversely, subject to the survival period set forth in Section
17(c) and the provisions of Section 38 of the Contract, Assignor hereby agrees
to defend and indemnify the Assignee against and to hold the Assignee harmless
for, from and against any and all claims, demands, actions, causes of action,
losses, damages, liabilities, costs or expenses (including, without limitation,
reasonable attorneys’ fees) brought, made or incurred as a consequence of any
alleged default, breach, act or occurrence brought against or suffered by the
Assignee which occurs or may be alleged to occur with respect to any default or
breach by the Assignor under the Club Agreement, or otherwise arising or
accruing in connection with the Club Agreement prior to the date of this
Assignment.


4.         Reliance.  This Assignment may be relied upon as
conclusive proof that the Club Agreement has been transferred to Assignee.


5.         Further Assurances.
 Assignor covenants and agrees with
Assignee to hereafter furnish to Assignee such further assignments and consents
as Assignee may reasonably require in furtherance of this Assignment or to
carry out the intent hereof.


6.         Legal Fees.  In the event any action or suit is brought by
a party hereto against another party hereto by reason of any breach of any of
the covenants, conditions, agreements or provisions on the part of such other
party arising out of this Assignment, the prevailing party shall be entitled to
have and recover of and from the other party all costs and expenses of the
action or suit, including reasonable attorneys’ fees.


7.         Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado.


8.         Entire Agreement.  This Agreement constitutes the complete
agreement between Assignor and Assignee with respect to the subject matter
hereof and may not be modified, altered or amended except by a written
agreement signed by Assignor and Assignee.


9.         Conflict of Terms.  If any provision contained in this Agreement
conflicts with any provision in the Contract, the provision contained in the
Contract shall govern and control.


10.       Parties.  This Agreement shall be binding upon and inure
to the benefit of the legal representatives, successors and assigns of Assignor
and Assignee.











IN WITNESS WHEREOF, the parties hereto have caused
their duly authorized officers to execute and deliver this Agreement as of the
date first above written.


	
  

  	
   

  	
  ASSIGNEE

  
	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
										



 


 


	
  

  	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
										



 











ACKNOWLEDGEMENTS


 


STATE OF                              
)


) ss.


COUNTY OF                         
)


The foregoing instrument
was acknowledged before me this           
day of                     ,
2006 by                          ,
as                           
of                       ,
a                                                        .


Witness my hand and
official seal.


My commission expires:


 


Notary Public


 


STATE OF                              
)


) ss.


COUNTY OF                         
)


The foregoing instrument
was acknowledged before me this            
day of                     ,
2006 by                        ,
as                         
of                          ,
a                                                        .


Witness my hand and
official seal.


My commission expires:


 


Notary Public











EXHIBIT O


Form of Lodge
Assignment


ASSIGNMENT
AND ASSUMPTION OF LODGE ACCESS AND USE EASEMENT AND

AGREEMENT


This
ASSIGNMENT AND ASSUMPTION OF LODGE ACCESS AND USE EASEMENT AND AGREEMENT (this “Assignment”), dated as of              
      , 2006 (the “Effective Date”), is executed by and between                           ,
a                
                  
(“Assignee”),  and                               ,
a a                                     
(“Assignor”).


RECITALS


A.       Assignor is a party to that
certain Lodge Access and Use Easement and Agreement, dated as of October 1,
2003 (as amended, supplemented or otherwise modified from time to time, the “Lodge Agreement”), executed by and among
(1) Kensington Partners, a Colorado general partnership and Assignor’s
predecessor-in-interest, as “Lodge Owner”, (2) Stag Gulch Partners, a Colorado
general partnership, Cordillera Valley Club Investors Limited Partnership, a
Colorado limited partnership, Galena Partners, a Colorado general partnership,
Squaw Creek Realty Corp., a Colorado corporation, Eagle Golf LLC, a Colorado
limited liability company, Valley Golf LLC, a Colorado limited liability
company, and Cordillera Summit Golf, Inc., a Colorado corporation, as “Club
Owners” (collectively, the “Club Owners”),
and (3) Cordillera Club Properties, LLC, a Colorado limited liability company,
as “Club Operator” (the “Club Operator”).


B.        Pursuant to that certain
Agreement of Purchase and Sale Agreement and Joint Escrow Instructions dated as
of                         ,
2006 (the “Contract”), between
Colorado Hotel Holding, LLC, a Delaware limited liability company, Cordillera
Lodge & Spa, LLC, a Delaware limited liability company, Colorado Hotel
Operator, Inc., a Delaware corporation, and Cordillera Land, LLC, a Delaware
limited liability company, collectively, as “Sellers” (“Sellers”), and Assignee, as “Purchaser”,
Sellers agreed to cause Assignor to convey, assign and delegate to Assignee all
of Assignor’s rights and obligations under the Lodge Agreement.


E.        Assignor desires to assign
and delegate to Assignee all of Assignor’s rights and obligations under the
Lodge Agreement upon the terms and conditions set forth herein.


NOW,
THEREFORE, in consideration of the mutual agreements contained herein, Assignor
and Assignee hereby agree as follows:


1.         Assignment. As of
the Effective Date, (a) Assignor hereby assigns and delegates to Assignee all
of Assignor’s rights and obligations as “Lodge Owner” under the Lodge
Agreement, and (b) Assignee hereby assumes and shall be bound by the Lodge
Agreement from and after the date hereof and shall perform from and after the
date hereof all of the obligations that Assignor is required to perform
thereunder from and after the date hereof in accordance with the terms of the
Lodge Agreement. Assignee shall not be responsible for any liabilities,











obligations and commitments of Assignor under the
Lodge Agreement which accrued on or prior to the Effective Date, and Assignor
shall not be responsible for any liabilities, obligations and commitments of
Assignee under the Agreements that accrue after the Effective Date.


2.         Representation and
Warranty.  Assignor represents and
warrants to Assignee that Assignor has full power, authority and right to
execute and deliver this Assignment.


3.         Indemnities.  Assignee hereby agrees to defend and indemnify
the Assignor against and to hold the Assignor harmless for, from and against
any and all claims, demands, actions, causes of action, losses, damages,
liabilities, costs or expenses (including, without limitation, reasonable
attorneys’ fees) brought, made or incurred as a consequence of any alleged
default, breach, act or occurrence brought against or suffered by the Assignor
which occurs or may be alleged to occur with respect to any default or breach
by the Assignee under the Lodge Agreement, or otherwise arising or accruing in
connection with the Lodge Agreement on or subsequent to the date of this
Assignment. Conversely, subject to the survival period set forth in Section
17(c) and the provisions of Section 38 of the Contract, Assignor hereby agrees
to defend and indemnify the Assignee against and to hold the Assignee harmless
for, from and against any and all claims, demands, actions, causes of action,
losses, damages, liabilities, costs or expenses (including, without limitation,
reasonable attorneys’ fees) brought, made or incurred as a consequence of any
alleged default, breach, act or occurrence brought against or suffered by the
Assignee which occurs or may be alleged to occur with respect to any default or
breach by the Assignor under the Lodge Agreement, or otherwise arising or
accruing in connection with the Lodge Agreement prior to the date of this
Assignment.


4.         Reliance.  This Assignment may be relied upon as
conclusive proof that the Lodge Agreement has been transferred to Assignee.


5.         Further Assurances.
 Assignor covenants and agrees with
Assignee to hereafter furnish to Assignee such further assignments and consents
as Assignee may reasonably require in furtherance of this Assignment or to
carry out the intent hereof.


6.         Legal Fees.  In the event any action or suit is brought by
a party hereto against another party hereto by reason of any breach of any of
the covenants, conditions, agreements or provisions on the part of such other
party arising out of this Assignment, the prevailing party shall be entitled to
have and recover of and from the other party all costs and expenses of the
action or suit, including reasonable attorneys’ fees.


7.         Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado.


8.         Entire Agreement.  This Agreement constitutes the complete
agreement between Assignor and Assignee with respect to the subject matter
hereof and may not be modified, altered or amended except by a written
agreement signed by Assignor and Assignee.


9.         Conflict
of Terms.  If any provision contained
in this Agreement conflicts with any provision in the Contract, the provision
contained in the Contract shall govern and control.











10.       Parties.  This Agreement shall be binding upon and inure
to the benefit of the legal representatives, successors and assigns of Assignor
and Assignee.


IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this Agreement as of the date first above written.


	
  

  	
   

  	
  ASSIGNEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  a

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
										



 


	
   

  	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ,

  
	
   

  	
   

  	
  a 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
										



 











ACKNOWLEDGEMENTS


 


STATE OF                    )


                              
) ss.


COUNTY OF                )


The foregoing instrument
was acknowledged before me this       day of              ,
2006 by                               ,
as                                           
of                                    ,
a                                       .


Witness my hand and
official seal.


My commission expires:


 


Notary Public


 


STATE OF                 )


                            )
ss.


COUNTY OF              )


The foregoing instrument
was acknowledged before me this       day of              ,
2006 by                               ,
as                                           
of                                    ,
a                                       .


Witness my hand and
official seal.


My commission expires:


 


Notary Public











EXHIBIT P


Golf Memberships Option Assignment 


ASSIGNMENT AND ASSUMPTION OF SIGNATURE GOLF
MEMBERSHIPS


FOR VALUABLE
CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged,
CORDILLERA LAND, LLC, a Delaware limited liability company and               ,
a               
(severally and jointly, “Assignor”),
do hereby assign, convey, grant, transfer and set over unto               ,
a               ,
its successors and assigns (“Assignee”),
all of Assignor’s right, title, claim, estate and interest in and to any and
all Signature Golf Memberships at The Club at Cordillera, as such terms are
defined in and pursuant to that certain Letter Agreement dated December 15,
2005 to Assignor from Stag Gulch Partners, a Colorado general partnership, and
Squaw Creek Realty Corp., a Colorado corporation.


Assignor represents and
warrants to Assignee that: (i) it has full power, authority and right to
execute and deliver this Assignment and convey the rights and property hereby
assigned; and (ii) except as may be specifically set forth in the Contract, no
consents are required in order to validly transfer to Assignee the rights
hereby conveyed in and to Signature Golf Memberships.


This Assignment may be
relied upon as conclusive proof that the Signature Golf Memberships been
transferred to Assignee.


Assignor covenants and
agrees with Assignee to hereafter furnish to Assignee such further assignments
and consents as Assignee may reasonably require in furtherance of this
Assignment or to carry out the intent hereof.


This Assignment shall be
binding on Assignor, Assignee and their respective legal representatives,
successors and assigns.


In the event any action
or suit is brought by a party hereto against another party hereto by reason of
any breach of any of the covenants, conditions, agreements or provisions on the
part of such other party arising out of this Assignment, the prevailing party
shall be entitled to have and recover of and from the other party all costs and
expenses of the action or suit, including reasonable attorneys’ fees.


This Assignment may be
executed in counterparts, each of which shall be deemed an original, but all of
which, together, shall constitute one and the same instrument.











IN WITNESS WHEREOF, this Assignment has been executed
as of               
       , 2006.


	
  

  	
  Assignor:

  
	
   

  	
   

  
	
   

  	
  COLORADO HOTEL OPERATORS, INC.,

  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Assignee:

  
	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
  a 

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
								



 
















EXHIBIT Q


Management Agreement Assignment 


ASSIGNMENT AND ASSUMPTION
OF MANAGEMENT AGREEMENT


This ASSIGNMENT AND
ASSUMPTION OF MANAGEMENT AGREEMENT (this “Assignment”),
dated as of                 ,
2006 (the “Effective Date”), is
executed by and between               ,
a               
              (“Assignee”) and COLORADO HOTEL OPERATOR,
INC., a Delaware corporation (“Assignor”).


RECITALS


A.       Assignor, as “Lessee”, and Rockresorts International, LLC, as “Operator”,
are parties to that certain Management Agreement dated as of May 1, 2005 (as
amended, supplemented or otherwise modified from time to time, the “Management Agreement”).


B.        Pursuant to that certain Agreement of Purchase and Sale
Agreement and Joint Escrow Instructions dated as of               
       , 2006 (the “Contract”),  between between Colorado Hotel Holding, LLC, a Delaware
limited liability company, Cordillera Lodge & Spa, LLC, a Delaware limited
liability company, Colorado Hotel Operator, Inc., a Delaware corporation, and
Cordillera Land, LLC, a Delaware limited liability company, collectively, as “Sellers”
(“Sellers”), and Assignee, as “Purchaser”,
Seller agreed to cause Assignor to convey, assign and delegate to Assignee all
of Assignor’s rights and obligations under the Management Agreement.


C.        Assignor desires to assign and delegate to Assignee all of
Assignor’s rights and obligations under the Management Agreement upon the terms
and conditions set forth herein.


NOW, THEREFORE, in
consideration of the mutual agreements contained herein, Assignor and Assignee
hereby agree as follows:


1.         Assignment.  As
of the Effective Date, (a) Assignor hereby assigns and delegates to Assignee
all of Assignor’s rights and obligations as “Lessee” under the Management
Agreement, and (b) Assignee hereby assumes and shall be bound by the Management
Agreement from and after the date hereof and shall perform from and after the
date hereof all of the obligations that Assignor is required to perform
thereunder from and after the date hereof in accordance with the terms of the
Management Agreement. Assignee shall not be responsible for any liabilities,
obligations and commitments of Assignor under the Management Agreement which
accrued on or prior to the Effective Date, and Assignor shall not be
responsible for any liabilities, obligations and commitments of Assignee under
the Agreements that accrue after the Effective Date.


2.         Indemnities.  Assignee
hereby agrees to defend and indemnify the Assignor against and to hold the
Assignor harmless for, from and against any and all claims, demands, actions,
causes of action, losses, damages, liabilities, costs or expenses (including,
without limitation, reasonable attorneys’ fees) brought, made or incurred as a
consequence of any alleged default, breach, act or occurrence brought against
or suffered by the Assignor which occurs or













may be alleged to occur with respect to any default or
breach by the Assignee under the Management Agreement, or otherwise arising or
accruing in connection with the Management Agreement on or subsequent to the
date of this Assignment. Conversely, subject to the survival period set forth
in Section 17(c) and the provisions of Section 38 of the Contract, Assignor
hereby agrees to defend and indemnify the Assignee against and to hold the
Assignee harmless for, from and against any and all claims, demands, actions,
causes of action, losses, damages, liabilities, costs or expenses (including,
without limitation, reasonable attorneys’ fees) brought, made or incurred as a
consequence of any alleged default, breach, act or occurrence brought against
or suffered by the Assignee which occurs or may be alleged to occur with
respect to any default or breach by the Assignor under the Management
Agreement, or otherwise arising or accruing in connection with the Management
Agreement prior to the date of this Assignment.


3.         Representation and Warranty.  Subject to the execution of the attached
consent of Operator, Assignor represents and warrants to Assignee that Assignor
has full power, authority and right to execute and deliver this Assignment.


4.         Reliance.  This
Assignment may be relied upon as conclusive proof that the Management Agreement
has been transferred to Assignee.


5.         Proration between Assignor and Assignee.  [Prorations to be determined during Due Diligence
Period pursuant to Section 12(1) of the Contract and added herein].


6.         Further Assurances.  Assignor covenants and agrees with Assignee to
hereafter furnish to Assignee such further assignments and consents as Assignee
may reasonably require in furtherance of this Assignment or to carry out the
intent hereof.


7.         Legal Fees.  In
the event any action or suit is brought by a party hereto against another party
hereto by reason of any breach of any of the covenants, conditions, agreements
or provisions on the part of such other party arising out of this Assignment,
the prevailing party shall be entitled to have and recover of and from the
other party all costs and expenses of the action or suit, including reasonable
attorneys’ fees.


8.         Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado.


9.         Entire Agreement.  This Agreement constitutes the complete
agreement between Assignor and Assignee with respect to the subject matter
hereof and may not be modified, altered or amended except by a written
agreement signed by Assignor and Assignee.


10.       Conflict of Terms.  If any provision contained in this Agreement
conflicts with any provision in the Contract, the provision contained in the
Contract shall govern and control.


11.       Parties.  This Agreement shall be binding upon and inure
to the benefit of the legal representatives, successors and assigns of Assignor
and Assignee.


IN WITNESS WHEREOF, the
parties hereto have caused their duly authorized officers to execute and
deliver this Agreement as of the date first above written.



 2
 









 


	
  

  	
  ASSIGNEE

  
	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
  a 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
   

  	
  ,

  
	
   

  	
  a 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
											



 


 



 3
 









ACKNOWLEDGEMENTS


 


STATE OF                    
)


) ss.


COUNTY OF                )


The foregoing instrument was acknowledged before me
this         
day of                  ,
2006 by                  ,
as                  
of                  ,
a                  .


Witness my hand and official seal.


My
commission expires:


 


Notary
Public


 


STATE OF                    
)


) ss.


COUNTY OF                
)


The foregoing instrument
was acknowledged before me this         day
of                  ,
2006 by                  ,
as                  
of                  ,
a                  .


Witness my hand and official seal.


My
commission expires:


 


Notary Public



 4














CONSENT OF ROCKRESORTS
INTERNATIONAL, LLC TO ASSIGNMENT

AND ASSUMPTION OF MANAGEMENT AGREEMENT


The undersigned, as
Operator under the Management Agreement, hereby consents to the assignment and
assumption of the Management Agreement pursuant to the Assignment and
Assumption of Management Agreement by and between Colorado Hotel Operator,
Inc., as assignor, and                  ,
as assignee, to which this consent is attached, and hereby agrees that Assignee
is a Qualified Transferee, as such term is defined in the Management Agreement.
Further, the undersigned agrees that, pursuant to the terms of Section 4.3 of
the Management Agreement, any liability of Assignor, as “Lessee” under the
Management Agreement is terminated as of the date hereof.


	
  Dated:

  	
   

  	
  , 2006

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  

  	
  ROCKRESORTS INTERNATIONAL, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
								



 











EXHIBIT R


Arbitration Procedures


Within twenty (20) days
after either party gives notice of election of arbitration pursuant to either
Sections 8(b)(v) or 12(i) of the Agreement, the parties shall elect an
arbitrator meeting the qualifications stated below. Each of the parties hereto
shall bear one-half (1¤2)  the cost of appointing the arbitrator and
of the arbitrator’s fee. If the parties are unable to select an arbitrator, the
arbitrator shall be selected by the Denver, Colorado office of the American
Arbitration Association from the commercial arbitration panel. The arbitrator
shall have his or her principal office in the Denver, Colorado, metropolitan
area unless otherwise agreed by the parties.


The arbitrator shall
conduct his own investigation of the subject matter and the amounts in dispute
and shall make his own determination of the correct amounts to be paid under
the Agreement and the party to whom the amounts should be paid (the “Arbitrator’s Determination”), whether (a)
the determination of the existence and amount of any Adverse Costs under
Section 8(b) or (b) the prorations to be made pursuant to the Agreement and the
correct amounts to be included in the Final Statement and the final amount due
to either Purchaser or Sellers under Section 12 and the party to whom the
payment is to be made. The arbitrator shall be instructed not to advise either
party of the Arbitrator’s Determination except as follows: When the arbitrator
has made his determination, he shall so advise Purchaser and Sellers and shall
establish a date, at least five (5) days after the giving of notice by the
arbitrator to Purchaser and Sellers, on which he shall disclose the
Arbitrator’s Determination. Such meeting shall take place in the Denver,
Colorado office of the American Arbitration Association unless otherwise agreed
by the parties. After having initialed a paper on which the Arbitrator’s
Determination and the party to whom the payment is to be made is set forth, the
arbitrator shall place the paper in a sealed envelope. Purchaser and Sellers
shall each set forth their determination of the amount of Adverse Costs or the
prorations, as the case may be, and the party to whom the payment is to be made
on a paper (“Purchaser’s Determination” and
“Sellers’ Determination”), initial
the same and place them in separate sealed envelopes. Each of the three
envelopes shall be marked with the name of the party whose determination is
inside the envelope.


In the presence of the
arbitrator, the envelopes containing the Purchaser’s Determination and the
Sellers’ Determination shall be opened and examined. If the difference between
the two determinations is ten percent (10%) or less of the amount set forth in
the determination showing the largest payment to either Purchaser or Sellers,
the average of the two determinations shall be the determination of the parties
of the amount in question and the party to be paid (“Final Determination”), the envelope containing the
Arbitrator’s Determination shall be destroyed and the arbitrator shall be
instructed not to disclose his determination. (If one party’s determination for
a payment to Purchaser and the other party’s determination provides for a
payment to Sellers, the difference shall be the sum of the two amounts.) If the
paper in either party’s envelope is blank, or does not set forth a
determination or state to whom the payment is to be made, the determination of
the other party shall prevail and be treated as the Final Determination. If the
difference between the two determinations is more than ten percent (10%) of the
amount set











forth in the determination showing the largest payment to either
Purchaser or Sellers, the envelope containing the arbitrator’s determination
shall be opened. If the amount determined by the arbitrator is the average of
the amounts proposed by Purchaser and Sellers, the Arbitrator’s Determination
of shall be the Final Determination. If such is not the case, the Final
Determination shall be the amount proposed by either Purchaser or Sellers which
is closest to the Arbitrator’s Determination (taking into account the party to
whom the payment is to be made).


The arbitrator shall have
at least ten (10) years of current experience in commercial arbitrations in the
State of Colorado, shall have at least five (5) years of experience in the
hospitality industry in Colorado and shall not have had a legal, business,
financial, professional or personal relationship with either party.











SCHEDULE 2(b)


DILIGENCE ITEMS


	
  1. Market Studies

  	
  PKF & Hobson

  
	
   

  	
   

  
	
  2. Appraisals

  	
  (4) Lodge 10k, Grouse 5k, Land 5k, Condo 5k

  
	
   

  	
   

  
	
  3. Phase I

  	
  (2) updates Lodge & Land, (2) new Grouse &
  Condo

  
	
   

  	
   

  
	
  4. ALTA

  	
  (2) updates Lodge & Land, (1) new Grouse

  
	
   

  	
   

  
	
  5. Utility Study

  	
  Confirmation of adequate sewer/septic water, power,
  phone & natural gas of planned development

  
	
   

  	
   

  
	
  6. Property
  Condition

  	
  Update of existing Lodge, new for Grouse and Condo

  
	
   

  	
   

  
	
  7. Soils Report

  	
  On land and lodge parking

  
	
   

  	
   

  
	
  8.
  Wells/Tanks/Mines

  	
  Technical survey on voids, etc. caused by mines,
  tanks, etc.