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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Great Lakes Aviation, Ltd.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
39054K 108
(CUSIP Number)
Michael E. Tennenbaum, Managing Member, Tennenbaum & Co., LLC
2951 28th Street, Suite 1000
Santa Monica, California 90405
(310) 566-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 1, 2007
(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
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: o.
Note: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons 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.
The information required on the remainder of this cover page shall not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
(Continued on the following pages)
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CUSIP No. |
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39054K 108 |
SCHEDULE 13D |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Tennenbaum & Co., LLC (IRS ID # 95-4587347) |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUND* |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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0 shares |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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519,820 shares |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 shares |
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WITH |
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SHARED DISPOSITIVE POWER |
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519,820 shares |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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519,820 shares |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.7%(1) |
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14 |
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TYPE OF REPORTING PERSON* |
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OO |
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(1) |
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Based on 14,071,970 shares of Common Stock of Great Lakes Aviation, Ltd. outstanding as of July 31, 2007, as reported by Great Lakes Aviation, Ltd. in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 filed with the Securities and Exchange Commission on August 10, 2007. |
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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39054K 108 |
SCHEDULE 13D |
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Michael E. Tennenbaum |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS* |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States
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SOLE VOTING POWER |
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NUMBER OF |
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0 shares |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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519,820 shares |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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0 shares |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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519,820 shares |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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519,820 shares |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |
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o
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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3.7%(1) |
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TYPE OF REPORTING PERSON* |
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IN |
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(1) |
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Based on 14,071,970 shares of Common Stock of Great Lakes Aviation, Ltd. outstanding as of July 31, 2007, as reported by Great Lakes Aviation, Ltd. in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2007 filed with the Securities and Exchange Commission on August 10, 2007. |
*SEE
INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. |
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39054K 108 |
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This Amendment No. 4 to Schedule 13D is being filed on behalf of the undersigned as an
amendment to the initial Statement on Schedule 13D filed with the Securities and Exchange
Commission on February 2, 2000, as amended by Amendment No. 1 to Schedule 13D filed with the
Securities and Exchange Commission on February 13, 2001, Amendment No. 2 to Schedule 13D filed with
the Securities and Exchange Commission on August 15, 2001 and Amendment No. 3 to Schedule 13D filed
with the Securities and Exchange Commission on May 2, 2007 (as amended, the Schedule
13D), relating to shares of Common Stock, par value $0.01 per share (the Common
Stock), of Great Lakes Aviation, Ltd., an Iowa corporation (the Issuer). Terms
defined in the Schedule 13D and not otherwise defined herein have the same meaning herein as in the
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
The information in Item 5 is hereby amended and restated as follows:
(a)-(b) The shares of Common Stock identified pursuant to Item 1 constitute approximately 3.7%
of the outstanding shares of Common Stock of the Issuer, based on 14,071,970 shares of Common Stock
outstanding as of July 31, 2007, as reported by the Issuer in its Quarterly Report on Form 10-Q for
the quarterly period ended June 30, 2007 filed with the Securities and Exchange Commission on
August 10, 2007. TCO may be deemed to beneficially own 519,820 shares of Common Stock (3.7% of the
outstanding shares), which it has shared voting and dispositive power with Mr. Tennenbaum.
Mr. Tennenbaum may be deemed to beneficially own 519,820 shares of Common Stock (3.7% of the
outstanding shares), which he has shared voting and dispositive power with TCO. Neither of the
Reporting Persons has sole power to vote or to direct the vote of, or sole power to dispose or
direct the disposition of, any of the Shares.
(c) The following transactions with respect to shares of Common Stock were open market sales
of such shares on the Over-the-Counter Bulletin Board consummated by TCO within 60 calendar days
prior to the filing of this Statement:
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Date |
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Shares of Common Stock Sold |
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Price |
9/11/2007 |
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1,000 |
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$ |
2.6500 |
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9/20/2007 |
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14,500 |
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$ |
2.5079 |
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9/21/2007 |
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10,000 |
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$ |
2.4980 |
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9/24/2007 |
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9,500 |
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$ |
2.4637 |
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9/27/2007 |
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1,000 |
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$ |
2.4600 |
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9/28/2007 |
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1,000 |
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$ |
2.4800 |
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10/2/2007 |
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11,300 |
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$ |
2.4224 |
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10/3/2007 |
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6,500 |
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$ |
2.4269 |
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10/5/2007 |
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3,000 |
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$ |
2.4600 |
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10/8/2007 |
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2,000 |
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$ |
2.4850 |
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10/9/2007 |
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1,000 |
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$ |
2.5600 |
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10/10/2007 |
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500 |
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$ |
2.5700 |
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10/11/2007 |
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1,000 |
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$ |
2.5300 |
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10/12/2007 |
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1,500 |
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$ |
2.5000 |
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10/14/2007 |
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4,500 |
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$ |
2.4278 |
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CUSIP No. |
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39054K 108 |
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Date |
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Shares of Common Stock Sold |
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Price |
10/17/2007 |
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1,000 |
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$ |
2.4000 |
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10/18/2007 |
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3,500 |
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$ |
2.4214 |
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10/23/2007 |
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809 |
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$ |
2.4000 |
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10/24/2007 |
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6,000 |
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$ |
2.4333 |
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10/25/2007 |
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8,500 |
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$ |
2.4771 |
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10/31/2007 |
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4,700 |
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$ |
2.4128 |
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11/1/2007 |
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2,000 |
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$ |
2.4100 |
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(d) Not applicable.
(e) The Reporting Persons ceased to beneficially own more than five percent of the Common
Stock on May 14, 2007.
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CUSIP No. |
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39054K 108 |
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SIGNATURE
After reasonable inquiry and to the best of such Reporting Persons knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is true, complete and
correct.
Dated: November 2, 2007
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TENNENBAUM & CO., LLC, a Delaware limited liability
company
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/s/ Michael E. Tennenbaum* |
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Name: Michael E. Tennenbaum |
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Its: Managing Member |
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MICHAEL E. TENNENBAUM |
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/s/ Michael E. Tennenbaum* |
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Michael E. Tennenbaum |
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*By:
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/s/ David A. Hollander
David A. Hollander
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Attorney-in-fact |
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