Lake at Las Vegas JV LLC lists liabilities of between $500million and $1 billion, assets of between $100 million and $500million, and more than 1,000 creditors. LLV Holdco LLC, asubsidiary of Las Vegas-based Atalon Group owned by Frederick Chin,assumed ownership and management control of the master-plannedcommunity in early January 2008 after the former ownership groupdefaulted on approximately $540 million in loans in 2007. Chincites a combination of poor liquidity, substantial debt service,extremely challenging real estate market conditions and other legaland financial issues, as the reason for the filing.

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Concurrent with the filing, LLV JV LLC requested and hasreceived commitments for up to $127 million in debtor-in-possession(DIP) financing led by Credit Suisse as agent. Subject to Courtapproval, the new financing would be used in part to fund ongoingoperations and assessments related to certain pre-petitionobligations, including critical repairs to the Las Vegas Washbypass conduit underlying the 320-acre man-made lake at the centerof the community. Additionally, pending Court approval, the companysaid it would work to satisfy certain of its financial andinfrastructure-related obligations.

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Located 20 miles east of Las Vegas, Lake Las Vegas Resort islocated adjacent to Lake Mead National Recreational Area. Itincludes the aforementioned 320-acre man-made lake, three signaturegolf courses, two luxury hotels, a casino and retail shops and morethan 1,600 completed residential units. LLV and its subsidiariesemploy approximately 260 people, most associated with its golfcourse operations.

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The company said that the DIP facility assures that there willbe no interruption in day-to-day operations, adding that, subjectto Court approval, employees will continue to receive their wagesand be entitled to benefits as if there had been no filing.Vendors, contractors and consultants will be paid for goods andservices provided after the July 17 filing date.

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The DIP Facility was negotiated at arms' length, followingmonths of negotiations between the debtors and Credit Suisse. Fundsadvanced under the DIP Facility will bear payment in kind ("PIK")interest at 2.00% per annum, plus interest at LIBOR plus 750 basispoints assuming there has been no event of default.

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In requesting the DIP financing, the master developer saidlenders are owed "substantial amounts that have been in default fora considerable period of time," as well as the City of Henderson,the residents and homeowners' associations at the development, thedebtors' employees, and the debtors' vendors, many of whom haverecorded mechanics' liens against the Development. Among otherthings, the Debtors need to begin repairs on the bypass pipes underthe lake as soon as possible, and must pay outstanding assessmentsdue to various property and homeowners' associations, so that theseassociations can meet their obligations to residents of theProject. The Debtors also require funds to maintain and operatetheir three Golf Courses; to purchase inventory and supplies forthe Debtors' ongoing business operations, and to pay the payrollfor the Debtors' over 260 employees.

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Lastly, the Debtors need financing to preserve and commence theprocess of planning and developing Phase 3 or the Project, one ofthe debtors' most important assets because the majority of thedebtors' revenues have or will come from the sale of land todevelopers. In addition, while the Debtors believe they willeventually be able to realize a profit from the sale of land todevelopers, such sales cannot be achieved without substantial newcapital investments.

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"With all of these expenses and the Debtors' limited ability togenerate revenues, it is impossible for the Debtors to operate oncash collateral alone, and the Debtors have been unable to obtainsufficient financing outside of chapter 11," states the filing.

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Although the Development encompasses almost 3,600 acres, much ofthe land is undevelopable because of hills, mountains, canyons andother natural topographic features. There are approvals for theconstruction of over 9,000 residential units at the Lake Las Vegas.Over 1,600 residential units have been built so far, comprisingcustom and merchant-built homes, town homes and condominium/hotelunits. The Development also includes real property yet to bedeveloped that could accommodate residences, resort hotels,casinos, commercial uses and a fourth golf course.

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Having previously sold much of the available land pre-petitionto homebuilders and other third parties, the Debtors still ownapproximately 615 net developable acres. In addition to thedebtors' development activities, they operate three 18-holechampionship golf courses with clubhouses and also manage theMaster Property Owners Association, which is comprised of propertyowners in all Phases that maintains roadways, common areas and openspaces, the lake, the dam and other areas throughout the community.It also maintains private infrastructure, community patrol service,and administers the debtors' design guideline review process toensure that all structures reflect appropriate standards.

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