I.- Criteria for Turnaround Professional Service:

Otassca would prefer to work with underperforming companies with sales between $15 million and $400 millions.

II.- Criteria for Sourcing Capital for Turnarounds:

Direct purchases of debt from principal creditors, refinancing, acquisitions, management buyouts, turnarounds, debtor-in-possessions and exit financing, bridge/equity financing to relieve short-term liquidity constraints, bankruptcy-related financing, post-bankruptcy equity financing, and supplemental financing for complementary/add-on acquisitions. Bank loan substitution, industry consolidation, branding, franchising of industries, financing niche competitors of old monopolies, market expansion, infrastructure projects.

Otassca Investments C.A. has access to international private equity funds.

Otassca's sources of funds objectives are to acquire controlling position in companies that are underperforming, troubled or distressed but that offer the potential for superior returns with the application of an appropriate level of capital and turnaround or management expertise. Candidates for partners funds will generally fit one or more of the following criteria:

• Non-core subsidiaries or division of multinational corporations that are not receiving the funding or attention they need to prosper.
• Management or leveraged buyouts that are not meeting the expectations of their owners or other capital providers.
• Companies challenged by unbalanced capital structures, heavy debt, management needs and/or operating problems.
• Companies with persistent operating losses.
• Companies that are in covenant default or workout discussions.
• Companies in court and under reorganization.
• Special situations.

The funds seek to be diversified and will consider most industries. Exceptions would include businesses that are highly regulared, bio-technology firms, single asset real estate companies and start-ups.

The funds generally targets companies with annual revenues ranging from $50 million to $500 millions and assets from $50 million to $1 billion. The equity and quasi-equity component of the adquisition cost may range from $25 million to $150 million, with the total adquisition price as some multiplier of the equity investments, depending on the level of pre-existing debt, new adquisition debt and the extent of the potential earning power and assets involved.