Form: SC 13G/A

Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

February 1, 2002

EXHIBIT 1

Published on February 1, 2002


EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) of the Securities Exchange
Act of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13G (including any and all amendments
thereto) with respect to the Common Stock of Central Garden & Pet Company and
further agree that this Agreement shall be included as an Exhibit to such joint
filings.

The undersigned further agree that each party hereto is
responsible for timely filing of such Statement on Schedule 13G 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.

[Signature Page Follows]





In evidence thereof the undersigned, being duly authorized,
hereby execute this Joint Filing Agreement this 1st day of February, 2002.


Special Value Investment Management, LLC, a
Delaware limited liability company

By: Tennenbaum & Co., LLC
Its: Managing Member

By: /s/ Michael E. Tennenbaum
---------------------------------------
Name: Michael E. Tennenbaum
Its: Managing Member

Tennenbaum & Co., LLC, a Delaware limited
liability company

By: /s/ Michael E. Tennenbaum
---------------------------------------
Name: Michael E. Tennenbaum
Its: Managing Member


By: /s/ Michael E. Tennenbaum
--------------------------------------
Name: Michael E. Tennenbaum


SVIM/MSMII, LLC, a Delaware limited liability
company

By: Tennenbaum & Co., LLC
Its: Managing Member


By: /s/ Michael E. Tennenbaum
--------------------------------
Name: Michael E. Tennenbaum
Its: Managing Member

Special Value Bond Fund II, LLC, a Delaware
limited liability company

By: SVIM/MSMII, LLC
Its: Managing Member

By: Tennenbaum & Co., LLC
Its: Managing Member


By: /s/ Michael E. Tennenbaum
----------------------------------
Name: Michael E. Tennenbaum
Its: Managing Member