<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(AMENDMENT NO. 2)(1)
PARTY CITY CORPORATION
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
702145103
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(CUSIP Number)
SPECIAL VALUE BOND FUND, LLC
C/O TENNENBAUM & CO., LLC
11100 SANTA MONICA BOULEVARD, SUITE 210
LOS ANGELES, CALIFORNIA 90025
(310) 566-1000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 14, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ].
(Continued on the following pages)
Page 1 of 10 Pages
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 702145103 PAGE 2 OF 10
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SPECIAL VALUE BOND FUND, LLC
IRS NO.: 95-4758920
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,096,000 SHARES(1)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%(2)
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14 TYPE OF REPORTING PERSON*
OO
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(1) SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3
AND 4 BELOW).
(2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF JANUARY 14,
2000, AS REPRESENTED BY PARTY CITY CORPORATION IN THE FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT (DESCRIBED IN ITEMS 3 AND 5 BELOW) AND
COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 702145103 PAGE 3 OF 10
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SVIM/MSM,LLC
IRS NO.: 95-4760193
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,096,000 SHARES(1)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3
AND 4 BELOW).
(2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF JANUARY 14,
2000, AS REPRESENTED BY PARTY CITY CORPORATION IN THE FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT (DESCRIBED IN ITEMS 3 AND 5 BELOW) AND
COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 702145103 PAGE 4 OF 10
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
SPECIAL VALUE INVESTMENT MANAGEMENT, LLC
IRS NO.: 95-4759860
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,096,000 SHARES(1)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3
AND 4 BELOW).
(2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF JANUARY 14,
2000, AS REPRESENTED BY PARTY CITY CORPORATION IN THE FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT (DESCRIBED IN ITEMS 3 AND 5 BELOW) AND
COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 702145103 PAGE 5 OF 10
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TENNENBAUM & CO., LLC
IRS NO.: 95-4587347
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,096,000 SHARES(1)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
(1) SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3
AND 4 BELOW).
(2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF JANUARY 14,
2000, AS REPRESENTED BY PARTY CITY CORPORATION IN THE FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT (DESCRIBED IN ITEMS 3 AND 5 BELOW) AND
COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 702145103 PAGE 6 OF 10
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MICHAEL E. TENNENBAUM
S.S. NO.: ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 3,096,000 SHARES(1)
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,096,000 SHARES(1)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%(2)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
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(1) SHARES ARE ISSUABLE UPON EXERCISE OF THE WARRANT (DESCRIBED IN ITEMS 3
AND 4 BELOW).
(2) BASED ON 12,722,205 SHARES OF COMMON STOCK OUTSTANDING AS OF JANUARY 14,
2000, AS REPRESENTED BY PARTY CITY CORPORATION IN THE FIRST AMENDMENT TO
SECURITIES PURCHASE AGREEMENT (DESCRIBED IN ITEMS 3 AND 5 BELOW) AND
COMPUTED IN ACCORDANCE WITH RULE 13d-3(d)(1).
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
PAGE 7 OF 10
This Amendment No. 2 to Schedule 13D relating to Party City
Corporation, a Delaware corporation ("Party City"), is being filed on behalf of
the undersigned to amend the Schedule 13D filed with the Commission on August
26, 1999, as amended by Amendment No. 1 thereto filed with the Commission on
September 13, 1999 (together, the "Schedule 13D"). Terms defined in the Schedule
13D and not otherwise defined herein have the same meaning herein as in the
Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information in Item 3 is hereby amended and restated as
follows:
The statement relates to the acquisition by the Reporting Persons
of a warrant dated as of August 16, 1999, as amended on January 14, 2000 (the
"Warrant"), to purchase 3,096,000 shares of Common Stock of Party City. Party
City issued the Warrant pursuant to that certain Securities Purchase Agreement
between Party City and TCO dated as of August 16, 1999 (the "Securities Purchase
Agreement") as amended by that certain First Amendment to Securities Purchase
Agreement dated as of January 14, 2000 (the "Amendment"). The Warrant was
acquired by TCO along with certain secured notes of Party City in the aggregate
principal amount of $6,750,000. The aggregate purchase price for the Warrant and
such secured notes from Party City was $6,750,000. The source of funds for the
purchase of the Warrant and the secured notes by TCO was a margin account of the
Reporting Persons with Jefferies & Company, Inc.
On September 1, 1999, SVBF purchased the Warrant and the secured
notes from TCO for aggregate consideration of $6,750,000. The source of funds
for the purchase of the Warrant and the secured notes from TCO was the working
capital of SVBF.
Upon exercise of the Warrant in full, SVBF must pay an exercise
price of $1.07 per share for an aggregate exercise price of $3,312,720. It is
presently anticipated that the source of funds for the exercise price will be
SVBF's general working capital or the working capital of an affiliate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information in Item 5 is hereby amended and restated as
follows:
The shares of Common Stock identified in Item 1 issuable upon
exercise of the Warrant constitute approximately 19.6% of the outstanding Common
Stock of Party City, based upon 12,722,205 shares of Common Stock outstanding as
of January 14, 2000, as represented by Party City Corporation in the Amendment,
and computed in accordance with Rule 13d-3(d)(1). Upon exercise of the Warrant,
SVBF will have the sole power of voting and disposition with respect to the
shares of Common Stock issuable upon such exercise. By reason of (i) Mr.
Tennenbaum's position as managing member of TCO, (ii) TCO's position as managing
member of SVIM/MSM and SVIM, (iii) SVIM/MSM's position as managing member of
SVBF and (iv) SVIM's position as investment advisor to SVBF, each of Mr.
Tennenbaum, TCO, SVIM/MSM and SVIM may be deemed to share such powers of voting
and disposition.
Except as described in this statement, the Reporting Persons have
not effected transactions in Party City's Common Stock within 60 days prior to
the date of this statement.
<PAGE> 8
PAGE 8 OF 10
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
The information in Item 6 is hereby amended and restated as
follows:
On January 14, 2000, Party City, SVBF, Enhanced Retail Funding,
LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P., TCO/Party City,
LLC, Clyde Street Investment, LLC and Richmond Associates, L.P., entered into
the Amendment which, among other things, provided for the amendment of the
Warrant and Party City's other warrants issued under the Agreement.
Except for the Warrant, the Securities Purchase Agreement, the
Amendment, the Investor Rights Agreement and related documents executed in
connection therewith, to the knowledge of the Reporting Persons, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
between the Reporting Persons and any other person with respect to any
securities of Party City, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Copies of the form of Warrant and the Amendment have been filed
as exhibits to Party City's Current Report on Form 8-K filed with the Securities
and Exchange Commission on January 20, 2000 (File No. 0-27826) and are
incorporated by reference herein. Copies of the form of Securities Purchase
Agreement and Investor Rights Agreement have been filed as exhibits to Party
City's Current Report on Form 8-K filed with the Securities and Exchange
Commission on August 25, 1999 (File No. 0-27826) and are incorporated by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The information in Item 7 is hereby amended and restated as
follows:
Exhibit 1 Joint Filing Agreement
Exhibit 2 Form of Amended and Restated Warrant, dated January 14,
2000, of Party City Corporation, incorporated herein by
reference to Exhibit 4.1 to Current Report on Form 8-K of
Party City Corporation filed with the Securities and
Exchange Commission on January 20, 2000 (File No.
0-27826).
Exhibit 3 Form of Securities Purchase Agreement, dated August 16,
1999 by and between Party City Corporation and Tennenbaum
& Co., LLC., incorporated herein by reference to Exhibit
4.6 to Current Report on Form 8-K of Party City
Corporation filed with the Securities and Exchange
Commission on August 25, 1999 (File No. 0-27826).
<PAGE> 9
PAGE 9 OF 10
Exhibit 4 First Amendment to Securities Purchase Agreement, dated
January 14, 2000 by and among Party City Corporation,
Special Value Bond Fund, LLC, Enhanced Retail Funding,
LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners
L.P., TCO/Party City, LLC, Clyde Street Investment, LLC
and Richmond Associates, L.P., incorporated herein by
reference to Exhibit 4.3 to Current Report on Form 8-K of
Party City Corporation filed with the Securities and
Exchange Commission on January 20, 2000 (File No.
0-27826).
Exhibit 5 Investor Rights Agreement, dated August 16, 1999 by and
between Party City Corporation, Tennenbaum & Co., LLC,
TCO/Party City, LLC, Enhanced Retail Funding, LLC,
Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P.,
and Richmond Associates, L.P., incorporated herein by
reference to Exhibit 10.1 to Current Report on Form 8-K of
Party City Corporation filed with the Securities and
Exchange Commission on August 25, 1999 (File No. 0-27826).
<PAGE> 10
PAGE 10 OF 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 21, 2000 SPECIAL VALUE BOND FUND, LLC
By: SVIM/MSM, LLC, its Managing Member
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
------------------------------
Michael E. Tennenbaum,
its Managing Member
SVIM/MSM, LLC
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
-----------------------------------
Michael E. Tennenbaum,
its Managing Member
Special Value Investment MANAGEMENT, LLC
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
-----------------------------------
Michael E. Tennenbaum,
its Managing Member
TENNENBAUM & CO., LLC
By: /s/ Michael E. Tennenbaum
---------------------------------------
Michael E. Tennenbaum,
its Managing Member
/s/ Michael E. Tennenbaum
--------------------------------------------
MICHAEL E. TENNENBAUM
<PAGE> 11
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement
Exhibit 2 Form of Amended and Restated Warrant, dated January 14,
2000, of Party City Corporation, incorporated herein by
reference to Exhibit 4.1 to Current Report on Form 8-K of
Party City Corporation filed with the Securities and
Exchange Commission on January 20, 2000 (File No.
0-27826).
Exhibit 3 Form of Securities Purchase Agreement, dated August 16,
1999 by and between Party City Corporation and Tennenbaum
& Co., LLC., incorporated herein by reference to Exhibit
4.6 to Current Report on Form 8-K of Party City
Corporation filed with the Securities and Exchange
Commission on August 25, 1999 (File No. 0-27826).
Exhibit 4 First Amendment to Securities Purchase Agreement, dated
January 14, 2000 by and among Party City Corporation,
Special Value Bond Fund, LLC, Enhanced Retail Funding,
LLC, Goldman, Sachs & Co., Goldman Sachs Credit Partners
L.P., TCO/Party City, LLC, Clyde Street Investment, LLC
and Richmond Associates, L.P., incorporated herein by
reference to Exhibit 4.3 to Current Report on Form 8-K of
Party City Corporation filed with the Securities and
Exchange Commission on January 20, 2000 (File No.
0-27826).
Exhibit 5 Investor Rights Agreement, dated August 16, 1999 by and
between Party City Corporation, Tennenbaum & Co., LLC,
TCO/Party City, LLC, Enhanced Retail Funding, LLC,
Goldman, Sachs & Co., Goldman Sachs Credit Partners L.P.,
and Richmond Associates, L.P., incorporated herein by
reference to Exhibit 10.1 to Current Report on Form 8-K of
Party City Corporation filed with the Securities and
Exchange Commission on August 25, 1999 (File No. 0-27826).
<PAGE> 1
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) of the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of each
of them Amendment No. 2 to Statement on Schedule 13D (including any and all
further amendments thereto) with respect to the Common Stock, par value $.01 per
share, of Party City Corporation, and further agree that this Agreement shall be
included as an Exhibit to such joint filing.
The undersigned further agree that each party hereto is
responsible for timely filing of such Statement on Schedule 13D and any
amendments thereto, and for the completeness and accuracy of the information
concerning such party contained therein; provided that no party is responsible
for the completeness or accuracy of the information concerning the other party,
unless such party knows or has reason to believe that such information is
inaccurate.
This Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original instrument, but all of such
counterparts together shall constitute but one agreement.
In evidence thereof the undersigned, being duly authorized,
hereby execute this agreement this 21st day of January, 2000.
SPECIAL VALUE BOND FUND, LLC
By: SVIM/MSM, LLC, its Managing Member
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
------------------------------
Michael E. Tennenbaum,
its Managing Member
SVIM/MSM, LLC
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
-----------------------------------
Michael E. Tennenbaum,
its Managing Member
Special Value Investment MANAGEMENT, LLC
By: Tennenbaum & Co., LLC,
its Managing Member
By: /s/ Michael E. Tennenbaum
-----------------------------------
Michael E. Tennenbaum,
its Managing Member
TENNENBAUM & CO., LLC
By: /s/ Michael E. Tennenbaum
---------------------------------------
Michael E. Tennenbaum,
its Managing Member
/s/ Michael E. Tennenbaum
--------------------------------------------
MICHAEL E. TENNENBAUM
