USA Capital

Investors and other creditors related to the bankruptcy of USACM and its affiliated entities (“The Debtors”) have started receiving Proof of Claim and/or Proof of Interest Forms. These forms also mention a “Bar Date.” The following is an explanation of the forms and the term Bar Date approved for distribution by USACM attorneys.

NOTE: The Debtors cannot advise any individual or entity as to whether it has a valid claim against any of the Debtors, or whether it has an equity interest in any of the Debtors, what action to take in this regard, or whether or not it should be filing a Proof of Claim or a Proof of Interest. Any individual or entity seeking advice as to whether it has a valid claim or equity interest is advised to consult an attorney to determine the validity of such claim or equity interest. Moreover, the information appearing below is merely a general summary of the bar date and claims process. You should carefully review the Notice of Deadline Regarding Filing of Proofs of Claim (or Proofs of Interest) on or before November 13, 2006 (the “Notice”) that was sent to you recently in determining what action you should take.

The Bar Date is the date by which any person, entity or governmental unit with a claim against any of the Debtors, that arose on or prior to the Petition Date, must file a “Proof of Claim” or a “Proof of Interest”. All Proofs of Claim or Proofs of Interest must be actually received by the BMC Group claims processing center or the Clerk of the United States Bankruptcy Court for the District of Nevada by the following dates:

Please be advised that the BMC Group claims processing center closes its offices at 5:00 p.m. (Pacific Time) and the Bankruptcy Court Clerk closes its offices at 4:00 p.m. (Pacific Time).

What is a Proof of Claim?
A Proof of Claim is the document through which a person, entity or governmental unit can assert any claim it believes it has against any of the Debtors. Proof of Claim forms were mailed out by BMC Group on September 18, 2006. If you believe you have a valid claim against one or more of the Debtors, but did not receive a Proof of Claim form, you may obtain one at www.bmcgroup.com/usacmc, and look for “Download Proof of Claim Form.”

Who needs to file a Proof of Claim?
If you have been scheduled as a creditor in any of the Debtors’ bankruptcy cases, that information should be printed on the Proof of Claim form sent to you. If you agree with the amount, nature and the priority of the claim information that is printed, you DO NOT have to file a Proof of Claim. If you disagree with the amount, nature or priority of the claim information that is printed, you must file a Proof of Claim, and attach documentation (ONLY ATTACH COPIES; DO NOT ATTACH ORIGINALS) supporting the claim you are asserting. If you are a Direct Lender, and are only owed money by a borrower whose loan is being serviced by the Debtors, you do not have to file a Proof of Claim. This includes funds held in the Collection Account from the Borrower that is referenced in the column on the Loan Summary as “Due to Direct Lenders.” If you have previously filed a Proof of Claim with the Bankruptcy Court, you do not have to file another Proof of Claim. If you feel you have a claim that arose prior to the April 13, 2006 petition date and it has not been scheduled, or is not one of the types of claims described in Section 4 of the Notice, then you will need to file a Proof of Claim and attach documentation (ONLY ATTACH COPIES; DO NOT ATTACH ORIGINALS) supporting the nature and amount of your claim. Furthermore, if you believe you have a Claim against more than one Debtor, you must file a separate Proof of Claim with respect to each such Debtor and you must identify the specific Debtor against which you are asserting your claim.

What is a Proof of Interest?
A Proof of Interest is the document through which a person or entity can assert that it holds an equity interest in any of the Debtors. Proof of Interest forms were mailed by BMC Group on September 18, 2006. If you believe you hold a valid equity interest in one or more of the Debtors, but did not receive a Proof of Interest form, you may obtain one at www.bmcgroup.com/usacmc.

Who needs to file a Proof of Interest?
Members of the First Trust Deed Fund and the Diversified Trust Deed Fund (collectively, the “Funds”) were provided a “Proof of Interest” form which lists the amount of each members’ equity interest and type of shares according to the business records of the Funds. If you agree with the amount of the equity interest and the type of shares listed, you DO NOT need to file a Proof of Interest. If you disagree with the amount of the equity interest or the type of shares listed, you must file a Proof of Interest and attach documentation (ONLY ATTACH COPIES; DO NOT SEND ORIGINALS) supporting the amount of the equity interest and the type of shares you claim. If you have previously filed a Proof of Interest with the Bankruptcy Court, you do not have to file another Proof of Interest. If you feel you held an equity interest in one of the Debtors prior to the April 13, 2006 petition date and it has not been properly listed or is not one of the types of claims or interests described in Section 4 of the Notice, then you will need to file a Proof of Interest and attach documentation (ONLY ATTACH COPIES; DO NOT SEND ORIGINALS) supporting the amount of the equity interest and type of shares you claim. Furthermore, if you believe you hold an equity interest in more than one Debtor, you must file a separate Proof of Interest with respect to each such Debtor and you must identify the specific Debtor in which you are asserting the equity interest.

What if I miss the Bar Date?
Any holder of a claim or an equity interest who fails to file a Proof of Claim or a Proof of Interest will lose its claim against the Debtor if the Proof of Claim or Proof of Interest is not filed by the November 13, 2006 bar date. Furthermore, all claims must be filed against the correct Debtor and on the correct Proof of Claim or Proof of Interest form or the claim will be barred.

What is a “claim”?
The word “claim” is defined in the Bankruptcy Code and means: (a) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) right to an equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured.

I received a Notice of the Bar Date. Do I have to file a Proof of Claim or a Proof of Interest?
The Debtors are sending the Notice of the Bar Date to all persons or entities that have had some relationship with or have done business with Debtors. However, the fact that you have received the Notice does not necessarily mean that you have a claim against any of the Debtors or hold an equity interest in any of the Debtors.

Where do I send my Proof of Claim?
All proofs of claim must be filed so as to be actually received on or before November 13, 2006 at any of the following addresses:

BY MAIL TO:
BMC Group
Attn: USACM Claims Docketing Center
P. O. Box 911
El Segundo, CA 90245-0911

BY HAND OR OVERNIGHT DELIVERY TO:
BMC Group
Attn: USACM Claims Docketing Center
1330 East Franklin Avenue
El Segundo, CA 90245

BY MAIL OR BY HAND OR OVERNIGHT DELIVERY TO:
Clerk
United States Bankruptcy Court
300 Las Vegas Blvd. South, 4th Floor
Las Vegas, Nevada 89101

Proofs of Claim and Proofs of Interest will be deemed timely filed only if actually received by BMC Group or the Bankruptcy Court by the Bar Date. Please note that BMC Group’s offices close at 5:00 p.m. (Pacific Time) and the Bankruptcy Court Clerk’s offices close at 4:00 p.m. (Pacific Time).

Can I send my Proof of Claim to the Debtors?
No, the Debtors cannot accept any Proofs of Claim or Proofs of Interest. All Proofs of Claim and Proofs of Interest must be sent to the BMC Group or the Bankruptcy Court at the addresses by the Bar Date.

How can I be sure that the Court has received my claim?
You can check to see if your Proof of Claim or Proof of Interest has been filed by checking the BMC website. Go to www.bmcgroup.com/usacmc and check under “claims.”



Answers to Frequently-Asked Questions about the following: Proof of Claim Proof of Interest Bar Date Investors and other creditors related to the bankruptcy of USACM and its affiliated entities (“The Debtors”) have started receiving Proof of Claim and/or Proof of Interest Forms. These forms also mention a “Bar Date.” The following is an explanation of the forms and the term Bar Date approved for distribution by USACM attorneys. NOTE: The Debtors cannot advise any individual or entity as to whether it has a valid claim against any of the Debtors, or whether it has an equity interest in any of the Debtors, what action to take in this regard, or whether or not it should be filing a Proof of Claim or a Proof of Interest. Any individual or entity seeking advice as to whether it has a valid claim or equity interest is advised to consult an attorney to determine the validity of such claim or equity interest. Moreover, the information appearing below is merely a general summary of the bar date and claims process. You should carefully review the Notice of Deadline Regarding Filing of Proofs of Claim (or Proofs of Interest) on or before November 13, 2006 (the “Notice”) that was sent to you recently in determining what action you should take. What is the Bar Date? The Bar Date is the date by which any person, entity or governmental unit with a claim against any of the Debtors, that arose on or prior to the Petition Date, must file a “Proof of Claim” or a “Proof of Interest”. All Proofs of Claim or Proofs of Interest must be actually received by the BMC Group claims processing center or the Clerk of the United States Bankruptcy Court for the District of Nevada by the following dates: Proofs of Interest (applies to members of the Funds) -- November 13, 2006 (the “Bar Date”) Proofs of Claim (applies to Direct Lenders only) – January 13, 2007 (the “Bar Date”). To read the Court Order extending the period to file a Proof of Claim, click here. Please be advised that the BMC Group claims processing center closes its offices at 5:00 p.m. (Pacific Time) and the Bankruptcy Court Clerk closes its offices at 4:00 p.m. (Pacific Time). What is a Proof of Claim? A Proof of Claim is the document through which a person, entity or governmental unit can assert any claim it believes it has against any of the Debtors. Proof of Claim forms were mailed out by BMC Group on September 18, 2006. If you believe you have a valid claim against one or more of the Debtors, but did not receive a Proof of Claim form, you may obtain one at www.bmcgroup.com/usacmc, and look for “Download Proof of Claim Form.” Who needs to file a Proof of Claim? If you have been scheduled as a creditor in any of the Debtors’ bankruptcy cases, that information should be printed on the Proof of Claim form sent to you. If you agree with the amount, nature and the priority of the claim information that is printed, you DO NOT have to file a Proof of Claim. If you disagree with the amount, nature or priority of the claim information that is printed, you must file a Proof of Claim, and attach documentation (ONLY ATTACH COPIES; DO NOT ATTACH ORIGINALS) supporting the claim you are asserting. If you are a Direct Lender, and are only owed money by a borrower whose loan is being serviced by the Debtors, you do not have to file a Proof of Claim. This includes funds held in the Collection Account from the Borrower that is referenced in the column on the Loan Summary as “Due to Direct Lenders.” If you have previously filed a Proof of Claim with the Bankruptcy Court, you do not have to file another Proof of Claim. If you feel you have a claim that arose prior to the April 13, 2006 petition date and it has not been scheduled, or is not one of the types of claims described in Section 4 of the Notice, then you will need to file a Proof of Claim and attach documentation (ONLY ATTACH COPIES; DO NOT ATTACH ORIGINALS) supporting the nature and amount of your claim. Furthermore, if you believe you have a Claim against more than one Debtor, you must file a separate Proof of Claim with respect to each such Debtor and you must identify the specific Debtor against which you are asserting your claim. What is a Proof of Interest? A Proof of Interest is the document through which a person or entity can assert that it holds an equity interest in any of the Debtors. Proof of Interest forms were mailed by BMC Group on September 18, 2006. If you believe you hold a valid equity interest in one or more of the Debtors, but did not receive a Proof of Interest form, you may obtain one at www.bmcgroup.com/usacmc. Who needs to file a Proof of Interest? Members of the First Trust Deed Fund and the Diversified Trust Deed Fund (collectively, the “Funds”) were provided a “Proof of Interest” form which lists the amount of each members’ equity interest and type of shares according to the business records of the Funds. If you agree with the amount of the equity interest and the type of shares listed, you DO NOT need to file a Proof of Interest. If you disagree with the amount of the equity interest or the type of shares listed, you must file a Proof of Interest and attach documentation (ONLY ATTACH COPIES; DO NOT SEND ORIGINALS) supporting the amount of the equity interest and the type of shares you claim. If you have previously filed a Proof of Interest with the Bankruptcy Court, you do not have to file another Proof of Interest. If you feel you held an equity interest in one of the Debtors prior to the April 13, 2006 petition date and it has not been properly listed or is not one of the types of claims or interests described in Section 4 of the Notice, then you will need to file a Proof of Interest and attach documentation (ONLY ATTACH COPIES; DO NOT SEND ORIGINALS) supporting the amount of the equity interest and type of shares you claim. Furthermore, if you believe you hold an equity interest in more than one Debtor, you must file a separate Proof of Interest with respect to each such Debtor and you must identify the specific Debtor in which you are asserting the equity interest. What if I miss the Bar Date? Any holder of a claim or an equity interest who fails to file a Proof of Claim or a Proof of Interest will lose its claim against the Debtor if the Proof of Claim or Proof of Interest is not filed by the November 13, 2006 bar date. Furthermore, all claims must be filed against the correct Debtor and on the correct Proof of Claim or Proof of Interest form or the claim will be barred. What is a “claim”? The word “claim” is defined in the Bankruptcy Code and means: (a) right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; or (b) right to an equitable remedy for breach of performance if such breach gives rise to a right of payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. I received a Notice of the Bar Date. Do I have to file a Proof of Claim or a Proof of Interest? The Debtors are sending the Notice of the Bar Date to all persons or entities that have had some relationship with or have done business with Debtors. However, the fact that you have received the Notice does not necessarily mean that you have a claim against any of the Debtors or hold an equity interest in any of the Debtors. Where do I send my Proof of Claim? All proofs of claim must be filed so as to be actually received on or before November 13, 2006 at any of the following addresses: BY MAIL TO: BMC Group Attn: USACM Claims Docketing Center P. O. Box 911 El Segundo, CA 90245-0911 BY HAND OR OVERNIGHT DELIVERY TO: BMC Group Attn: USACM Claims Docketing Center 1330 East Franklin Avenue El Segundo, CA 90245 BY MAIL OR BY HAND OR OVERNIGHT DELIVERY TO: Clerk United States Bankruptcy Court 300 Las Vegas Blvd. South, 4th Floor Las Vegas, Nevada 89101 Proofs of Claim and Proofs of Interest will be deemed timely filed only if actually received by BMC Group or the Bankruptcy Court by the Bar Date. Please note that BMC Group’s offices close at 5:00 p.m. (Pacific Time) and the Bankruptcy Court Clerk’s offices close at 4:00 p.m. (Pacific Time). Can I send my Proof of Claim to the Debtors? No, the Debtors cannot accept any Proofs of Claim or Proofs of Interest. All Proofs of Claim and Proofs of Interest must be sent to the BMC Group or the Bankruptcy Court at the addresses by the Bar Date. How can I be sure that the Court has received my claim? You can check to see if your Proof of Claim or Proof of Interest has been filed by checking the BMC website. Go to www.bmcgroup.com/usacmc and check under “claims.”
Copyright © 2006 USA Commercial Mortgage Company info@usacapitalcorp.com USA Capital - Las Vegas · 4484 South Pecos Road · Las Vegas, NV 89121 NV MBR 333 · Phone 702.734.2400 · Fax 702.734.0163

Answers to Frequently-Asked Questions about the following: