-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OjvYl+9Jpn3QcGbRwzSLhSnoQ5r6X6baD4Q83ii9gAghlyplC71hXc1wAxykzHVB kAv4peV6LPr+ZEdzhe7yVQ== 0000950136-06-003096.txt : 20060424 0000950136-06-003096.hdr.sgml : 20060424 20060424061541 ACCESSION NUMBER: 0000950136-06-003096 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20060424 DATE AS OF CHANGE: 20060424 GROUP MEMBERS: EGI-NP INVESTMENTS, L.L.C. GROUP MEMBERS: JOHN D. ZIEGELMAN GROUP MEMBERS: MAGNETAR FINANCIAL LLC GROUP MEMBERS: NEW WORLD OPPORTUNITY PARTNERS II, LLC GROUP MEMBERS: NWFP I LLC GROUP MEMBERS: THE JAY PRITZKER FOUNDATION GROUP MEMBERS: ZIEGELMAN PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SUNTERRA CORP CENTRAL INDEX KEY: 0001016577 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT) [6532] IRS NUMBER: 954582157 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47333 FILM NUMBER: 06773925 BUSINESS ADDRESS: STREET 1: 3865 W CHEYENNE AVENUE STREET 2: BUILDING NO. 5 CITY: NORTH LAS VEGAS STATE: NV ZIP: 89032 BUSINESS PHONE: 702-804-8600 MAIL ADDRESS: STREET 1: 3865 W CHEYENNE AVENUE STREET 2: BUILDING NO. 5 CITY: NORTH LAS VEGAS STATE: NV ZIP: 89032 FORMER COMPANY: FORMER CONFORMED NAME: SIGNATURE RESORTS INC DATE OF NAME CHANGE: 19980722 FORMER COMPANY: FORMER CONFORMED NAME: KGK RESORTS INC DATE OF NAME CHANGE: 19960611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CD CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0001271084 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2 N RIVERSIDE PLAZA SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3124663239 MAIL ADDRESS: STREET 1: 2 N RIVERSIDE PLAZA SUITE 600 CITY: CHICAGO STATE: IL ZIP: 60606 SC 13D/A 1 file001.htm AMENDMENT NO. 3 TO SCHEDULE 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

SUNTERRA CORPORATION

(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)
86787D 20 8

(CUSIP Number of Class of Securities)
CD Capital Management LLC
2 North Riverside Plaza, Suite 720
Chicago, Illinois 60606
Attention: John Ziegelman
Telephone: (312) 466-3226

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

with copies to:


Greenberg Traurig, LLP The Metlife Building 200 Park Avenue New York, NY 10166 Attention: Clifford E. Neimeth, Esq. Telephone: (212) 801-9200				Greenberg Traurig, LLP 77 West Wacker Drive Chicago, Illinois 60601 Attention: Peter H. Lieberman, Esq. Telephone: (312) 456-8400

April 21, 2006

(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.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7(b) for other parties to whom copies are to be sent.

*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.

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).

(PAGE 1 OF 17 PAGES)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 2 of 17 Pages


1.	NAME OF REPORTING PERSON: CD Capital Management LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
31-1816593


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

979,206


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.0% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


	IA,	OO


(1)	Based on 19,719,896 shares of Common Stock of Sunterra Corporation outstanding on February 6, 2006.

(PAGE 2 OF 17 PAGES)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 3 of 17 Pages


1.	NAME OF REPORTING PERSON: John D. Ziegelman

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

United States


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,004,206


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.1% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,719,896 shares of Common Stock of Sunterra Corporation outstanding on February 6, 2006.

(PAGE 3 OF 17 PAGES)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 4 of 17 Pages


1.	NAME OF REPORTING PERSON: Magnetar Financial LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
04-3818748


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

782,000


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.0% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,719,896 shares of Common Stock of Sunterra Corporation outstanding on February 6, 2006.

(PAGE 4 OF 17 PAGES)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 5 of 17 Pages


1.	NAME OF REPORTING PERSON: New World Opportunity Partners II, LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
42-1681457


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

290,122


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.5% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,719,896 shares of Common Stock of Sunterra Corporation outstanding on February 6, 2006.

(PAGE 5 OF 17 PAGES)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 6 of 17 Pages


1.	NAME OF REPORTING PERSON: NWFP I LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
20-3708673


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

171,312


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.9% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,719,896 shares of Common Stock of Sunterra Corporation outstanding on February 6, 2006.

(PAGE 6 OF 17 PAGES)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 7 of 17 Pages


1.	NAME OF REPORTING PERSON: EGI-NP Investments, L.L.C.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

32-0091068


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


	WC,	OO


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0% OF COMMON STOCK


14.	TYPE OF REPORTING PERSON


1	Pursuant to the transactions reported herein, EGI-NP Investments, L.L.C. ceased to beneficially own any shares and will no longer be a reporting person hereunder or a member of the group hereunder.

(PAGE 7 OF 17 PAGES)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 8 of 17 Pages


1.	NAME OF REPORTING PERSON: The Jay Pritzker Foundation

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

02-0550210


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


	3.	SEC USE ONLY


	4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Illinois


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0% OF COMMON STOCK


14.	TYPE OF REPORTING PERSON


1	Pursuant to the transactions reported herein, The Jay Pritzker Foundation ceased to beneficially own any shares and will no longer be a reporting person hereunder or a member of the group hereunder.

(PAGE 8 OF 17 PAGES)


CUSIP No. 86787D 20 8	SCHEDULE 13D/A	Page 9 of 17 Pages


1.	NAME OF REPORTING PERSON: Ziegelman Partners, L.P.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

36-4337005


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)

(b)


3.	SEC USE ONLY


4.	SOURCE OF FUNDS


5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)


6.	CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware


11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

25,000


12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES


13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.1% OF COMMON STOCK⁽¹⁾


14.	TYPE OF REPORTING PERSON


(1)	Based on 19,719,896 shares of Common Stock of Sunterra Corporation outstanding on February 6, 2006.

(PAGE 9 OF 17 PAGES)

SCHEDULE 13D/A

This Amendment No. 3 relates to the Statement of Beneficial Ownership on Schedule 13D filed jointly by CD Capital Management LLC, a Delaware limited liability company (‘‘CD Capital’’), John D. Ziegelman (‘‘Mr. Ziegelman’’), Magnetar Financial LLC, a Delaware limited liability company (‘‘Magnetar’’), New World Opportunity Partners II, LLC, a Delaware limited liability company (‘‘NWOP II’’), NWFP I LLC, a Delaware limited liability company (‘‘NWFP’’), EGI-NP Investments, L.L.C., a Delaware limited liability company (‘‘EGI-NP’’), The Jay Pritzker Foundation, an Illinois private foundation (‘‘JPF’’), and Ziegelman Partners, L.P., a Delaware limited partnership (‘‘ZP-LP’’ and collectively with CD Capital, Mr. Ziegelman, Magnetar, NWOP II, NWFP, EGI-NP and JPF, the ‘‘Reporting Persons’’), with the Securities and Exchange Commission (the ‘‘Commission’’) on December 19, 2005, as amended by Amendment No. 1 thereto filed with the Commission on January 17, 2006 and Amendment No. 2 thereto filed with the Commission on February 21, 2006 (collectively, the ‘‘Schedule 13D’’). Pursuant to this Amendment No. 3, EGI-NP and JPF will no longer be Reporting Persons.

The purpose of this Amendment No. 3 is to reflect (i) the contribution of shares previously held by each of EGI-NP and JPF in the accounts managed by CD Capital to CD Investment as described herein and (ii) CD Capital’s full investment control over, and sole beneficial ownership of, such shares, and, accordingly, the termination of the status of each of EGI-NP and JPF as a Reporting Person hereunder. Except as set forth below, all Items of the Schedule 13D remain unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

ITEM 2. IDENTITY AND BACKGROUND

(a), (b) and (c) of Item 2 of the Schedule 13D are hereby amended by adding the following information thereto:

Each of EGI-NP and JPF subscribed for shares of CD International (as to JFP) and interests in Carpe Diem Long Short Fund LLC (‘‘Carpe Diem’’) (as to EGI-NP). Pursuant to letter agreements (collectively, the ‘‘Letter Agreements’’) entered into on April 21, 2006 by CD Capital with each of EGI-NP and JPF, such subscriptions by them into Carpe Diem and CD International (as applicable) were satisfied by contribution of assets subject to the Managed Account Agreements between CD Capital and each of EGI-NP and JPF, including the shares of Common Stock previously reported hereunder as subject to the Managed Account Agreements. Such shares of Common Stock were simultaneously with such contributions by EGI-NP and JPF contributed to CD Investment by each of Carpe Diem and CD International. As a result of the foregoing, (i) each of EGI-NP and JPF ceased to beneficially own any of the shares of Common Stock previously reported as beneficially owned by them hereunder, (ii) the relationships previously described hereunder with respect to the Managed Account Agreements for EGI-NP and JPF terminated as to such shares, (iii) JPF became a shareholder in CD International and EGI-NP became an interest holder in Carpe Diem and (iv) the shares of Common Stock previously held in managed accounts for EGI-NP and JPF are now contributed to CD Investment. The Letter Agreements are attached to this Amendment No. 3 as Exhibits 99.12 and 99.13, respectively and are incorporated by reference in their entirety into this Item 2. In addition, the Portfolio Management Agreement previously described has been amended and restated, effective March 31, 2006. Accordingly, references to such Portfolio Management Agreement in this Amendment No. 3 and hereafter shall be to such Portfolio Management Agreement as so amended and restated. A copy of the Portfolio Management Agreement as so amended and restated is filed as Exhibit 99.4A attached hereto.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended to reflect the transactions described in, and the additional purchases set forth on Schedule A to, this Amendment No. 3:

All purchases of Common Stock reflected on Schedule A to this Amendment No. 3 were made in open market transactions with investment funds of the Reporting Persons in accounts under management, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business. The total amount of funds expended for such purchases reflected on Schedule A to this

(PAGE 10 OF 17 PAGES)

Amendment No. 3 was approximately $366,569, all of which was expended by CD Investment. These amounts are in addition to the amounts previously reported.

ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER

Item 5 is hereby amended and restated as follows to reflect the transactions described in this Amendment No. 3:

As a result of the transactions described in Item 2 above, each of EGI-NP and JPF ceased to beneficially own any shares of Common Stock. As a result of the transactions described in Item 2 above, each of Mr. Ziegelman and CD Capital became the sole beneficial owners of the shares of Common Stock previously reported as beneficially owned by any of EGI-NP or JPF. And, as a result of the foregoing described transactions, (i) any persons who were previously reported as potentially the beneficial owner of shares previously reported as beneficially owned by CD Capital (i.e., ZP-II LP and C3) may be deemed to have become the beneficial owners of such shares as to which CD Capital became the sole beneficial owner as a result of such transactions and (ii) any persons who were previously reported as potentially the beneficial owner of shares previously reported as beneficially owned by any of EGI-NP or JPF ceased to potentially be the beneficial owners of such shares as a result of such transactions.

(a) As a result of the transactions described above and acquisitions of 26,200 additional shares of Common Stock as reported in paragraph (c) of this Item 5, the Reporting Persons beneficially owned in the aggregate 1,786,206 shares of Common Stock, representing approximately 9.1% of the shares of Common Stock presently outstanding based upon the 19,719,896 shares of Common Stock reported by the Issuer to be outstanding as of February 6, 2006 in the Issuer’s Form 10-Q filed with the Commission on February 14, 2006 (the ‘‘Outstanding Shares’’), all as further set forth below. As a result of the transactions described above, the Reporting Persons may be deemed to beneficially own shares of Common Stock as follows:


Name of Reporting Person	Number of Shares of Common Stock		Approximate Percentage of Outstanding Shares
Mr. Ziegelman		1,004,206		5.1	%
CD Capital		979,206		5.0	%
Magnetar		782,000		4.0	%
NWOP II		290,122		1.5	%
NWFP		171,312		0.9	%
ZP-LP		25,000		0.1	%

As a result of the transactions described in this Amendment No. 3, the following information is provided for the following persons and entities:

CD Capital / Mr. Ziegelman

Pursuant to the CD Capital Fund Agreements, CD Capital is attorney-in-fact with sole power and authority to effect acquisitions, dispositions and voting decisions with respect to CD Investment’s portfolio assets, including 517,772 shares of Common Stock, constituting approximately 2.6% of the Outstanding Shares.

Pursuant to the NWOP II Account Management Agreement, CD Capital is attorney-in-fact with sole power and authority to effect acquisitions and dispositions with respect to the 290,122 shares of Common Stock, constituting approximately 1.5% of the Outstanding Shares, in NWOP II’s managed account. CD Capital and NWOP II share voting decisions with respect to such shares of Common Stock; provided that any voting decisions that cannot be agreed to by CD Capital and NWOP II shall be made by NWOP II.

Pursuant to the NWFP Account Management Agreement, CD Capital is attorney-in-fact with sole power and authority to effect acquisitions and dispositions with respect to the 171,312 shares of Common Stock, constituting approximately 0.9% of the Outstanding Shares, in NWFP’s managed account. CD Capital and NWFP share voting decisions with respect to such shares of Common Stock; provided that any voting decisions that cannot be agreed to by CD Capital and NWFP shall be made by NWFP.

(PAGE 11 OF 17 PAGES)

Accordingly, by virtue of the foregoing relationships between CD Capital and each of CD Investment, NWOP II and NWFP, CD Capital may be deemed to beneficially own an aggregate of 979,206 shares of Common Stock, constituting approximately 5.0% of the Outstanding Shares, consisting of: the 517,772 shares of Common Stock held in the account of CD Investment; the 290,122 shares of Common Stock beneficially owned by NWOP II; and the 171,312 shares of Common Stock beneficially owned by NWFP.

ZP-II LP, as the manager and sole member of CD Capital, may be deemed to beneficially own the 979,206 shares of Common Stock which CD Capital may be deemed to beneficially own. C3, as the general partner of ZP-II LP, may be deemed to beneficially own the 979,206 shares of Common Stock which ZP-II LP may be deemed to beneficially own. Mr. Ziegelman, as the Chairman of the Board, President and Treasurer and the beneficial owner of 100% of the outstanding shares of common stock of C3, may be deemed to beneficially own the 979,206 shares of Common Stock which C3 may be deemed to beneficially own.

Magnetar

Pursuant to an investment management agreement between Magnetar and the Magnetar Master Fund dated August 29, 2005 (the ‘‘Magnetar IMA’’), Magnetar is attorney-in-fact with sole power and authority to effect acquisitions, dispositions and voting decisions with respect to the Magnetar Master Fund’s portfolio assets, including 782,000 shares of Common Stock, constituting approximately 4.0% of the Outstanding Shares. Accordingly, pursuant to such relationship between Magnetar and the Magnetar Master Fund, Magnetar may be deemed to beneficially own the 782,000 shares of Common Stock held in the account of the Magnetar Master Fund. MCP, as the manager and sole member of Magnetar, may be deemed to beneficially own the 782,000 shares of Common Stock which Magnetar may be deemed to beneficially own. Supernova, as manager and principal owner of MCP, may be deemed to beneficially own the 782,000 shares of Common Stock which MCP may be deemed to beneficially own. Mr. Litowitz, as the person with ultimate control over the activities of Magnetar, MCP and Supernova, and as majority owner of Supernova, may be deemed to beneficially own the 782,000 shares of Common Stock which Supernova may be deemed to beneficially own.

NWOP II

NWOP II beneficially owns 290,122 shares of Common Stock, constituting approximately 1.5% of the Outstanding Shares. Michael Brodsky, as the managing member of NWOP II, may be deemed to beneficially own the 290,122 shares of Common Stock which NWOP II may be deemed to beneficially own. NWOP II also provides for a special member who has the power to remove and replace Mr. Brodsky as the managing member. The special member of NWOP II is the trustee of the A.N.P. 1 Trust who is Lewis M. Linn. The A.N.P. 1 Trust provides that the trustee may be removed by the trust’s protector who is Jon B. Kutler. Accordingly, each of Messrs. Linn and Kutler may be deemed to beneficially own the 290,122 shares of Common Stock which Mr. Brodsky may be deemed to beneficially own.

NWFP

NWFP beneficially owns 171,312 shares of Common Stock, constituting approximately 0.9% of the Outstanding Shares. Michael Brodsky, as the manager of NWFP, may be deemed to beneficially own the 171,312 shares of Common Stock which NWFP may be deemed to beneficially own. NWFP also provides for a special manager who has the power to remove and replace Mr. Brodsky as the manager. The special manager of NWFP is Thomas Muenster. Accordingly, Mr. Muenster may be deemed to beneficially own the 171,312 shares of Common Stock which Mr. Brodsky may be deemed to beneficially own.

ZP-LP / Mr. Ziegelman

ZP-LP beneficially owns 25,000 shares of Common Stock, constituting approximately 0.1% of the Outstanding Shares. Mr. Ziegelman, as the Managing Agent and a co-general partner of ZP-LP, and Mrs. Ziegelman, as a co-general partner of ZP-LP, may be deemed to beneficially own the 25,000 shares of Common Stock which ZP-LP may be deemed to beneficially own.

(PAGE 12 OF 17 PAGES)

ZP-LP and CD Capital may be deemed to be ‘‘affiliates’’ (as such term is defined in Rule 501(b) under the Securities Act). There are no agreements, arrangements or understandings between ZP-LP and CD Capital with respect to the Issuer or the Common Stock, CD Capital has no power or authority to effect acquisitions, dispositions or voting decisions with respect to any shares of Common Stock which ZP-LP may be deemed to beneficially own, and ZP-LP has no power or authority to effect acquisitions, dispositions or voting decisions with respect to any shares of Common Stock which CD Capital may be deemed to beneficially own. Accordingly, ZP-LP disclaims beneficial ownership of any shares of Common Stock beneficially owned by CD Capital, and CD Capital disclaims beneficial ownership of any shares of Common Stock beneficially owned by ZP-LP.

Except as otherwise expressly set forth herein, each Reporting Person, and each other person or entity named in Item 2, expressly disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other person or entity, other than, to the extent of any pecuniary interest therein, the various accounts under their management and control, and the filing of this Schedule 13D shall not be construed as an admission, for the purposes of Sections 13(d) and 13(g) of the Exchange Act or under any other provision of the Exchange Act or the rules promulgated thereunder or for any other purpose, that any such person or entity is a beneficial owner of any such shares.

(b) As a result of the transactions described in this Amendment No. 3, the following information is provided with respect to the following persons and entities:

CD Capital / Mr. Ziegelman

Pursuant to the CD Capital Fund Agreements, CD Capital has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of the 517,772 shares of Common Stock held in CD Investment’s account. ZP-II LP, C3 and Mr. Ziegelman may be deemed to share with CD Capital the power to vote or to direct the vote, and the power to dispose or to direct the disposition of such shares of Common Stock.

Magnetar

Pursuant to the Magnetar IMA, Magnetar has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of the 782,000 shares of Common Stock held in the account of the Magnetar Master Fund. MCP, Supernova and Mr. Litowitz may be deemed to share with Magnetar the power to vote, and the power to dispose or to direct the disposition of such shares of Common Stock.

NWOP II

Pursuant to the NWOP II Account Management Agreement, CD Capital has sole power to dispose or to direct the disposition of the 290,122 shares of Common Stock which NWOP II may be deemed to beneficially own, and CD Capital and NWOP II share the power to vote or to direct the vote with respect to such shares of Common Stock. ZP-II LP, C3 and Mr. Ziegelman may be deemed to share with CD Capital the power to dispose or to direct the disposition of such shares of Common Stock, and ZP-II LP, C3, Mr. Ziegelman, Brodsky, Linn and Kutler may be deemed to share with CD Capital and NWOP II the power to vote or to direct the vote with respect to such shares of Common Stock. In addition, because the NWOP II Account Management Agreement may be terminated at any time upon written notice as described in Item 2, NWOP II may be deemed to have shared power to dispose or to direct the disposition of the 290,122 shares of Common Stock reported herein with respect to NWOP II, and accordingly, Brodsky, Linn and Kutler may also be deemed to share the power to dispose or to direct the disposition of such 290,122 shares of Common Stock.

(PAGE 13 OF 17 PAGES)

NWFP

Pursuant to the NWFP Account Management Agreement, CD Capital has sole power to dispose or to direct the disposition of the 171,312 shares of Common Stock which NWFP may be deemed to beneficially own, and CD Capital and NWFP share the power to vote or to direct the vote with respect to such shares of Common Stock. ZP-II LP, C3 and Mr. Ziegelman may be deemed to share with CD Capital the power to dispose or to direct the disposition of such shares of Common Stock, and ZP-II LP, C3, Mr. Ziegelman, Brodsky and Muenster may be deemed to share with CD Capital and NWFP the power to vote or to direct the vote with respect to such shares of Common Stock. In addition, because the NWFP Account Management Agreement may be terminated at any time upon written notice as described in Item 2, NWFP may be deemed to have shared power to dispose or to direct the disposition of the 171,312 shares of Common Stock reported herein with respect to NWFP, and accordingly Brodsky and Muenster may be deemed to share with CD Capital and NWFP the power to dispose or to direct the disposition of such 171,312 shares of Common Stock.

ZP-LP

Pursuant to the ZP-LP Agreement, Mr. Ziegelman has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of the 25,000 shares of Common Stock which ZP-LP may be deemed to beneficially own. ZP-LP and Mrs. Ziegelman may be deemed to share with Mr. Ziegelman the power to vote or to direct the vote, and the power to dispose or to direct the disposition of such shares of Common Stock.

(c) Except for the transactions described in this Amendment No. 3 and the transactions described on Schedule A attached hereto, there have been no transactions in the shares of Common Stock since the filing of Amendment No. 2 previously filed by the Reporting Persons.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended by adding thereto the following:

As described above in this Amendment No. 3, JPF subscribed for shares of CD International and EGI-NP subscribed for interests in Carpe Diem. In connection therewith, CD Capital entered into the Letter Agreements with EGI-NP and JPF on April 21, 2006, which are attached to this Amendment No. 3 as Exhibits 99.12 and 99.13, respectively and are incorporated by reference in their entirety into this Item 6. Pursuant to such Letter Agreements, such subscriptions were satisfied by assets in the managed accounts of EGI-NP and JPF, including shares of Common Stock. As a result of the foregoing, (i) each of EGI-NP and JPF ceased to beneficially own any of the shares of Common Stock previously reported as beneficially owned by them hereunder, (ii) the relationships previously described hereunder with respect to the Managed Account Agreements for EGI-NP and JPF terminated as to the shares of Common Stock, (iii) JPF became a shareholder in CD International and EGI-NP became an interest holder in Carpe Diem as described above, and (iv) the shares of Common Stock previously held in the managed accounts for EGI-NP and JPF are now contributed to CD Investment.

The third paragraph of Item 6 is hereby amended and restated as follows:

The Master Fund Management Agreement provides that all compensation due to CD Capital will be paid by the shareholders of the master fund (i.e. CD International and Carpe Diem). Under the Portfolio Management Agreement, CD Capital, as investment manager to CD International, is entitled to receive annually certain incentive fees, depending upon the performance of the assets contained in the account of CD International. The incentive fee is calculated as of each December 31 as a percentage of the increase, if any, in the net asset value per share of all portfolio securities held in the account of CD

(PAGE 14 OF 17 PAGES)

Investment in relation to the ‘‘High Water Mark’’ applicable to such securities. The ‘‘High Water Mark’’ per share of each class/series of portfolio securities in the account for purposes of the Portfolio Management Agreement is the highest net asset value per share of such class/series as of any previous December 31, or $1,000, if higher. Pursuant to the Portfolio Management Agreement, CD Capital also receives a monthly management fee and an administrative fee, each equal to a specified percentage of the net asset value of the securities held in the fund. The Master Fund Management Agreement also provides that CD Capital shall be reimbursed by CD Investment for all expenses caused by CD Capital in managing CD Investment’s assets. In this connection, the operating agreement of Carpe Diem contains provisions relating to the allocation and payment of fees to CD Capital which are substantially similar to those set forth in the Portfolio Management Agreement.

The fifth paragraph of Item 6 is hereby amended to reflect the transactions described in this Amendment No. 3 by adding the following thereto at the end thereof:

Pursuant to the transactions described in this Amendment No. 3, the Managed Account Agreements as to EGI-NP and JPF ceased to apply to the shares of Common Stock reported herein.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to add the following:

Exhibit 99.4A Amended and Restated Portfolio Management Agreement, dated as of March 31, 2006, between CD International and CD Capital.*

Exhibit 99.12 Letter Agreement, dated April 21, 2006, between CD Capital and EGI-NP*

Exhibit 99.13 Letter Agreement, dated April 21, 2006, between CD Capital and JPF*


*	Portions of this exhibit have been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

(PAGE 15 OF 17 PAGES)

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.


DATED: April 21, 2006
				CD CAPITAL MANAGEMENT LLC
				By: ZP II LP, its Managing Member
				By: C3 Management Inc., its General Partner
				BY: /s/ John D. Ziegelman
				Name: John D. Ziegelman Title: President
				MAGNETAR FINANCIAL LLC
				By: /s/ Paul Smith
				Name: Paul Smith Title: General Counsel
				NEW WORLD OPPORTUNITY PARTNERS II, LLC
				By: /s/ Michael Brodsky
				Name: Michael Brodsky Title: Managing Member
				NWFP I LLC
				By: /s/ Michael Brodsky
				Name: Michael Brodsky Title: Manager
				ZIEGELMAN PARTNERS, L.P.
				By: /s/ John D. Ziegelman
				Name: John D. Ziegelman Title: Managing Agent
				/s/ John D. Ziegelman
				JOHN D. ZIEGELMAN

(PAGE 16 OF 17 PAGES)


				EGI-NP INVESTMENTS, L.L.C.*
				By: /s/ Philip G. Tinkler
				Name: Philip G. Tinkler Title: Treasurer
				*Solely for purposes of reporting the information herein with respect to it and that it no longer beneficially owns any shares of the issuer and shall no longer be a reporting person hereunder.
				THE JAY PRITZKER FOUNDATION*
				By: /s/ Daniel F. Pritzker
				Name: Daniel F. Pritzker Title: President
				*Solely for purposes of reporting the information herein with respect to it and that it no longer beneficially owns any shares of the issuer and shall no longer be a reporting person hereunder.

(PAGE 17 OF 17 PAGES)

SCHEDULE A

This schedule sets forth information with respect to each purchase and sale of Common Stock which was effectuated by a Reporting Person since the filing of Amendment No. 2. All transactions were effectuated in the open market through a broker.

Purchase (Sale) of Shares effected by CD Capital for the account of CD Investment


Date	Number of Shares Purchased (Sold)		Price Per Share($)		Aggregate Price($)⁽¹⁾
April 10, 2006		26,200		13.9912	$	366,569.44

(1) Excludes commissions and other execution-related costs.

EXHIBIT INDEX


*	Portions of this exhibit have been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

GRAPHIC 2 ebox.gif GRAPHIC begin 644 ebox.gif M1TE&.#EA"@`*`(```````/___R'Y!```````+``````*``H```(1A(\0RVO= - -'G1J!CDQU+'FE!0`.S\_ ` end GRAPHIC 3 spacer.gif GRAPHIC begin 644 spacer.gif K1TE&.#EA`0`!`(```````````"'Y!`$`````+``````!``$```("1`$`.S\_ ` end GRAPHIC 4 xbox.gif GRAPHIC begin 644 xbox.gif M1TE&.#EA"@`*`(```````/___R'Y!```````+``````*``H```(6A(\0RVNA 2F'K0N0@QS3+Z6TE EX-99.4A 5 file002.htm AMENDED & RESTATED PORTFOLIO MANAGEMENT AGREEMENT

EXHIBIT 99.4A

CD INTERNATIONAL LTD.

CD CAPITAL MANAGEMENT LLC

AMENDED AND RESTATED
PORTFOLIO MANAGEMENT AGREEMENT

DATED AS OF MARCH 31, 2006

AMENDED AND RESTATED
PORTFOLIO MANAGEMENT AGREEMENT

by and between

CD INTERNATIONAL LTD.
and
CD CAPITAL MANAGEMENT LLC

TABLE OF CONTENTS


Section				Page


1.	Ratification and Approval.	1
2.	Power and Authority of the Portfolio Manager.	1
3.	Dealings with and by Related Parties.	2
4.	Principles of ‘‘Corporate Opportunity’’ Not Applicable.	3
5.	Asset Value; Reserves.	3
6.	Standard of Liability; Indemnification.	3
7.	Compensation.	4
8.	Accounting and Other Information.	5
9.	Independent Contractor.	5
10.	Term; Termination; Renewal.	5
11.	Amendment.	6
12.	Notices.	6
13.	No Assignment or Delegation.	6
14.	Counterparts; Facsimiles.	6
15.	No Waiver.	7
16.	Right of Third Parties to Rely on the Power and Authority of the Portfolio Manager.	7
17.	Headings and Captions; Interpretation.	7
18.	Binding Effect; Benefit.	7
19.	Confidentiality.	7
20.	GOVERNING LAW; VENUE.	7
21.	Entire Agreement.	8
22.	Severability.	8

CD INTERNATIONAL LTD.

CD CAPITAL MANAGEMENT LLC

AMENDED AND RESTATED
PORTFOLIO MANAGEMENT AGREEMENT

This Amended and Restated Portfolio Management Agreement (the ‘‘Agreement’’) is made as of March 31, 2006 by and between CD INTERNATIONAL LTD. (the ‘‘Fund’’), a Cayman Islands company formed with limited liability whose registered office is c/o Admiral Administration Ltd., 90 Fort Street, 5th Floor, P.O. Box 32021 SMB, George Town, Grand Cayman, Cayman Islands; and CD CAPITAL MANAGEMENT LLC (the ‘‘Portfolio Manager’’), a Delaware limited liability company whose principal office is Two North Riverside Plaza, Seventh Floor, Chicago, Illinois 60606.

R E C I T A L S:

WHEREAS, the Fund is an open-ended investment company formed under the laws of the Cayman Islands in December 2002;

WHEREAS, the Portfolio Manager manages the Fund’s assets through managing the assets of CD Investment Partners Ltd. (the ‘‘Master Fund’’) in which the Fund and its United States counterpart fund, Carpe Diem Long Short Fund LLC, also invests.

WHEREAS, the management of the Fund’s assets has been governed since its inception by a Portfolio Management Agreement dated as of February 5, 2003; and

WHEREAS, the parties hereto desire to further amend the Agreement and to restate it in its entirety.

NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto agree as follow:


	1.	Ratification and Approval.

The Fund and the Directors hereby appoint the Portfolio Manager as the Fund’s portfolio manager.


	2.	Power and Authority of the Portfolio Manager.

(a) The Fund hereby designates and appoints the Portfolio Manager as the Fund’s agent and attorney-in-fact, with exclusive, full and discretionary power and authority, and without need of any further approval by the Fund (except as may be required by law), to perform or omit to perform any act (in each case at the expense of the Fund) which the Portfolio Manager may deem necessary or advisable in connection with the management of the Fund’s investment assets, such management to take place through the Portfolio Manager’s management of the Master Fund. All references in this Agreement to the Portfolio Manager’s management of the Fund’s assets shall be deemed to constitute references to the Portfolio Manager’s management of the Fund’s investment in the Master Fund, unless the context otherwise requires.

(b) The Portfolio Manager may employ, consult and/or otherwise contract, at the Fund’s expense, with such persons as the Portfolio Manager may deem necessary or advisable in connection with the power and authority hereby conferred on the Portfolio Manager, including accountants, advisers, agents, attorneys, brokers, clearing agents, consultants, custodians, employees, investment advisers, money managers and traders, whether or not one or more such persons are affiliates of the Portfolio Manager, or are members, directors, officers, partners, employees or agents of any of the foregoing (collectively, with the Portfolio Manager, ‘‘Related Parties’’), and the Portfolio Manager may obligate the Fund to pay such compensation to such persons as the Portfolio Manager may determine.

(c) Whenever the Portfolio Manager is to determine or decide any matter as provided in this Agreement, such determination or decision shall be in the sole and absolute discretion of the Portfolio Manager. All judgments and determinations made by the Portfolio Manager pursuant to or in connection with this Agreement shall be binding and conclusive, absent manifest error.

PP-1

(d) The Portfolio Manager shall inform the Fund with respect to changes of ownership in the Portfolio Manager.


	3.	Dealings with and by Related Parties.

(a) Nothing in this Agreement shall limit or restrict the Portfolio Manager from causing the Fund to engage, or any Related Party from itself engaging — during the term of this Agreement or thereafter and during the course of the Fund’s ongoing operations as well as during its liquidation and the transactions associated therewith — in all manner of transactions with one or more Related Parties to the fullest extent permitted by law.


(b)	Any Related Party may:


	(i)	engage or invest in, directly or indirectly, any activity or venture of any nature or description, whether competitive with, the same as, or similar to, that of the Fund;


	(ii)	buy or sell investment assets for its own account or for the account of other persons, including investment assets which are the same as, or similar to, investment assets bought or sold by the Fund; or


	(iii)	organize, participate in (including become, inter alia, a general partner, officer, director, adviser or manager of), control, advise or provide services to another person which also purchases, sells, holds or deals with investment assets.

(c) Any Related Party may engage in transactions and/or make investments, or cause other persons to engage in transactions and/or make investments, which may differ from or be identical to the transactions engaged in or the investments made by the Fund under the management of the Portfolio Manager.

(d) Any Related Party may give advice to any other person and/or with respect to such person’s assets which may differ from or be identical to advice given to the Fund by the Portfolio Manager.

(e) Any Related Party may serve in any capacity with the Fund, including as a Director and/or officer.


	4.	Principles of ‘‘Corporate Opportunity’’ Not Applicable.

(a) The principles of the doctrine of ‘‘corporate opportunity’’ or other similar rights or claims shall not apply to the Portfolio Manager’s dealings with the Fund (which shall be strictly on an independent contractor basis as contemplated by Section 9) or to any other Related Party’s dealings with the Fund (which may or may not be strictly on an independent contractor basis), and the Fund hereby waives, relinquishes and renounces any such right or claim, whether now in existence or arising in the future.

(b) The Portfolio Manager shall have no obligation to engage in any transaction or make any investment for the Fund, irrespective of whether one or more Related Parties do so for their own accounts or the account of any other person, and neither the Fund nor any Shareholder shall have any first refusal, co-investment or other rights with respect to any such transaction or investment.

(c) Nothing in this Agreement shall give the Fund or any Shareholder any right to participate in or to receive the benefits of any activity or venture of the Portfolio Manager (except as expressly set forth herein) or any other Related Party.


	5.	Asset Value; Reserves.

(a) The Portfolio Manager shall assist the Fund in determining its Net Asset Value (including any associated liabilities and any related currency exchange-rate conversions), and may establish reserves for unknown or unfixed liabilities or contingencies or for any other reason.

(b) The Portfolio Manager shall assist the Fund in determining if the determination of Net Asset Value shall be postponed.

PP-2


	6.	Standard of Liability; Indemnification.

(a) The Portfolio Manager, its members, principals and affiliates and their respective members, officers, employees and agents (collectively, ‘‘Portfolio Manager Parties’’) shall not be liable to the Master Fund or any other Shareholder (or assignee) for any claims, costs, expenses, damages or losses arising out of or in connection with this Agreement, the Master Fund and its operation or the offering of the Interests other than those directly attributable to the fraud, gross negligence or willful disregard of such Portfolio Manager Party’s duties under this Agreement.

No Portfolio Manager Party shall be liable to the Master Fund or any Shareholder for failure to obtain the lowest negotiated brokerage commission rates, or to combine or arrange orders so as to obtain the lowest brokerage commission rates with respect to any transaction on behalf of the Master Fund, or for failure to recapture, directly or indirectly, any brokerage commissions for the benefit of the Master Fund. No Portfolio Manager Party shall be liable to the Master Fund or any Shareholder for claims, costs, expenses, damages or losses due to circumstances beyond any Portfolio Manager Party’s control, including but not limited to, the bankruptcy, insolvency or suspension of normal business activities by any bank, brokerage firm or transfer agent holding assets of the Master Fund, or due to the negligence, dishonesty, bad faith or misfeasance of any employee, broker, agent or sub-contractor of the Master Fund chosen by a Portfolio Manager Party in good faith.

In no respect by way of limiting the foregoing exculpatory provisions but rather by way of greater certainty, no Portfolio Manager Party shall be liable to the Master Fund or any Shareholder for any actions or omissions of (i) any broker or dealer chosen by a Portfolio Manager Party in good faith, (ii) any investment advisor chosen by a Portfolio Manager Party in good faith or (iii) any broker or dealer chosen by any investment advisor chosen by a Portfolio Manager Party.

No Portfolio Manager Party shall bear any liability whatsoever in respect of valuations provided to a Portfolio Manager Party by unaffiliated investment advisers, brokers, dealers or others, provided that such valuations were relied upon in good faith.

(b) The Master Fund shall indemnify and hold harmless the Portfolio Manager Parties from and against any loss or expense suffered or sustained by any of them by reason of the fact that a Portfolio Manager Party is or was connected in any respect with the Master Fund or the offering of the Interests, including, without limitation, any judgment, settlement, attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action or proceeding; provided that the Portfolio Manager Party would not have been subject to liability under Section 6(a) for the conduct which led to such loss or expense.

The Master Fund shall advance payments asserted by a Portfolio Manager Party to be due under the preceding paragraph pending a final determination of whether such indemnification is, in fact, due, provided such Portfolio Manager Party agrees in writing to return any amounts so advanced (without interest) in the event such indemnification is determined not to be due.

Whether or not a Portfolio Manager Party is entitled to indemnification hereunder shall be determined by the judgment of independent counsel as to whether such Portfolio Manager Party has reasonable grounds for asserting that indemnification is so due, unless otherwise determined by a court, arbitral tribunal or administrative forum.

In the event the Master Fund is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any Shareholder’s activities, obligations or liabilities unrelated to the Master Fund’s business, such Shareholder shall indemnify and reimburse the Master Fund for all loss and expense incurred, including reasonable attorneys’ fees.

The foregoing exculpation and indemnity shall not constitute a waiver of any rights of the Fund or any Shareholder under the U.S. federal securities laws.

PP-3


	7.	Compensation.

(a) As compensation for its services hereunder, the Portfolio Manager shall receive (depending upon the Fund’s performance) the Management Fee and Incentive Fee set forth in the Fund’s offering memorandum.

(b) The Portfolio Manager will also receive a fixed monthly administrative fee (the ‘‘Administrative Fee’’), equal to [*]% ([*]% annualized) of the Net Asset Value of the Fund as of the beginning of each month. The Administrative Fee is paid to the Portfolio Manager and will be used to provide for administrative services to be performed for the Fund, whether such services are provided by third-party service providers (including, but not limited to, the Registrar and Transfer Agent) of the Portfolio Manager.


	8.	Accounting and Other Information.

(a) The Portfolio Manager shall furnish to the Directors such information concerning the Portfolio Manager’s management and valuation of the Fund’s investment assets as the Directors may reasonably request.

(b) The Portfolio Manager shall maintain all records relating to its management of the Fund’s investment assets as may be required by law. At the reasonable request of the Directors, the Portfolio Manager shall give the Fund (at the expense of the Fund) reasonable access to such documents and shall permit the Fund and its representatives to copy such documents, subject to Section 19.


	9.	Independent Contractor.

For all purposes of this Agreement, the Portfolio Manager shall be an independent contractor and not an employee or dependent agent of the Fund. Nothing in this Agreement shall be construed as making the Fund a partner or co-venturer with any Related Party or other CD Capital Management LLC fund. Except as provided in this Agreement, any other agreements authorized by the Memorandum and Articles of Association and/or the Memorandum and Articles of Association themselves, the Portfolio Manager shall have no authority to bind, obligate or represent the Fund, and shall be subject to none of the fiduciary duties of a partner, director or officer in respect of the Fund. This Agreement establishes and limits by its terms the Portfolio Manager’s obligations to the Fund.


	10.	Term; Termination; Renewal.

(a) This Agreement shall continue in effect until the close of business on December 31, 2008, but shall be terminable by the Portfolio Manager without penalty or any breach hereof on 90 days’ notice. After such initial term, this Agreement shall be automatically renewed for consecutive three year terms so long as the Portfolio Manager is managing assets for any client account, unless earlier terminated by agreement of the parties or as provided below. However, the Shareholders in General Meeting held in accordance with the Memorandum and Articles of Association may terminate this Agreement at any time. Such termination shall require the vote of Shareholders holding Shares with an aggregate Asset Value equal to at least 75% of the aggregate Asset Value of all Shares outstanding as of the record date specified in the notice of such General Meeting. Any such termination, if approved by the required Shareholder vote, shall be effective no less than 90 days following the date of such General Meeting.

(b) This Agreement shall be renewed for additional and successive terms of three years each, provided that the Portfolio Manager has not given written notice to the Fund that this Agreement shall not be so renewed at least 90 days prior to the next scheduled expiration date of this Agreement.

(c) The expiration or termination of this Agreement shall in no respect extinguish the obligations of the Fund for the payment of fees and expenses in respect of services rendered by the Portfolio Manager prior to the effective date of such expiration or termination.


*	Blank spaces contained confidential information that has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

PP-4


	11.	Amendment.

This Agreement may not be amended except by the written consent of both the Fund and the Portfolio Manager.


	12.	Notices.

All notices, demands, elections, requests or other communications that any party to this Agreement may desire or be required to give hereunder shall be in writing and shall personally be delivered, delivered by facsimile transmission (and, unless waived by the recipient upon receipt of any such facsimile transmission, confirmed by delivery in another manner permitted hereunder), mailed by certified or registered mail (postage prepaid) or sent by overnight delivery by a reputable private carrier or the postal service of any O.E.C.D. government, addressed:

if to the Fund to:

CD INTERNATIONAL LTD.
Admiral Administration Ltd.
90 Fort Street, 5th Floor
P.O. Box 32021 SMB
George Town, Grand Cayman
Cayman Islands

if to the Portfolio Manager to:

CD CAPITAL MANAGEMENT LLC
Two North Riverside Plaza, Seventh Floor
Chicago, Illinois 60606
Attn: John Ziegelman

All notices or other communications shall be deemed to have been validly given upon receipt when personally delivered or delivered by a confirmed facsimile transmission, on the 3rd day after having been mailed by certified or registered mail, or on the next day after being sent by overnight delivery, as the case may be.


	13.	No Assignment or Delegation.

Except as set forth in this Section 13, neither the Fund nor the Portfolio Manager may assign any of its rights or delegate any of its obligations and/or power and authority under this Agreement without the prior written consent of the other party hereto; provided, that the Portfolio Manager may perform its obligations and exercise its power and authority under this Agreement through one or more Related Parties or any other person(s).


	14.	Counterparts; Facsimiles.

This Agreement may be executed in one or more counterparts, each of which shall, however, together constitute one and the same document. Facsimile signature pages shall have the same binding force and effect as original copies.


	15.	No Waiver.

No failure or delay on the part of either the Fund or the Portfolio Manager in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given.


	16.	Right of Third Parties to Rely on the Power and Authority of the Portfolio Manager.

Notwithstanding anything to the contrary contained herein, any actions or omissions by the Portfolio Manager relating to the subject matter of this Agreement may be relied upon by any third party as binding upon the Fund.

PP-5


	17.	Receipt of Form ADV.

The Fund hereby acknowledges receipt of the Portfolio Manager’s current Form ADV Part II at least 48 hours prior to entering into this Agreement.


	18.	Headings and Captions; Interpretation.

(a) In this Agreement, wherever the context may require, any pronoun used herein shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

(b) All headings and captions contained in this Agreement, as well as the Table of Contents, are included for convenience of reference only and shall not be deemed a part of this Agreement.


	19.	Binding Effect; Benefit.

To the fullest extent permitted by law, this Agreement shall be binding upon and shall inure to the benefit of the Fund, the Portfolio Manager, all persons indemnified hereunder and their respective estates, permissible successors, transferees, custodians, executors, administrators, legal representatives, heirs and assignees.


	20.	Confidentiality.

(a) The Fund agrees not to distribute any information regarding any Related Party without the express written approval of the Portfolio Manager.

(b) In no event shall the Fund, without the prior written consent of the Portfolio Manager, disclose to the Shareholders, or make available for inspection, any information which would identify the investment assets or the investment strategies of the Fund or any of its Affiliates, or which relates to any of the strategies or methods of any Related Party.


	21.	GOVERNING LAW; VENUE.

THIS AGREEMENT IS MADE PURSUANT TO AND SHALL BE GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS, NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT IS EXECUTED BY THE PARTIES OR THE LOCATION OF ANY OFFICE, VENTURE OR OPERATION OF THE FUND, THE DIRECTORS OR THE PORTFOLIO MANAGER. ANY ACTION OR PROCEEDING BROUGHT BY CD CAPITAL MANAGEMENT LLC AGAINST ONE OR MORE SHAREHOLDERS, DIRECTORS OR THE FUND RELATING IN ANY WAY TO THIS AGREEMENT MAY, AND ANY ACTION OR PROCEEDING BROUGHT BY ANY OTHER PARTY AGAINST CD CAPITAL MANAGEMENT LLC OR THE FUND RELATING IN ANY WAY TO THIS AGREEMENT SHALL, BE BROUGHT AND ENFORCED IN THE COURTS OF COOK COUNTY IN THE STATE OF ILLINOIS OR (TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFOR) IN THE COURTS OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS, AND THE FUND, THE DIRECTORS AND THE PORTFOLIO MANAGER IRREVOCABLY SUBMIT TO THE JURISDICTION OF BOTH SUCH STATE AND FEDERAL COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING. THE FUND AND THE PORTFOLIO MANAGER IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO LAYING THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN THE COURTS OF COOK COUNTY IN THE STATE OF ILLINOIS OR IN THE COURTS OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF ILLINOIS AND ANY CLAIM THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


	22.	Entire Agreement.

This Agreement contains the entire agreement and understanding of the parties hereto relating to the subject matter hereof, and amends, restates and supersedes any prior agreements and understandings of the parties relating to such subject matter.

PP-6


	23.	Severability.

In the event that any provision of this Agreement is held to be invalid or unenforceable in any jurisdiction, such provision shall be deemed modified to the minimum extent necessary so that such provision, as so modified, shall no longer be held to be invalid or unenforceable. Any such modification, invalidity or unenforceability shall be strictly limited both to such provision and to such jurisdiction, and in each case to no other. Furthermore, in the event of any such modification, invalidity or unenforceability, this Agreement shall be interpreted so as to achieve the intent expressed herein to the fullest extent permitted by applicable law in the jurisdiction in question and otherwise as set forth herein.

* * * * *

PP-7

IN WITNESS WHEREOF, this Agreement has been executed as a deed by the Fund, its Directors and the Portfolio Manager as of March 31, 2006.

CD INTERNATIONAL LTD.

By: /s/ Don Seymour
Name: Don Seymour
Title: Director

WITNESS

By: /s/ Anne Storie
Name: Anne Storie
Title: Director

Accepted:

CD CAPITAL MANAGEMENT LLC


By:	/s/ John Ziegelman John Ziegelman Managing Member

PP-8

EX-99.12 6 file003.htm LETTER AGREEMENT BETWEEN CD CAPITAL AND EGI-NP

EXHIBIT 99.12

April 21, 2006

John Heneghan
EGI-NP Investments, L.L.C.
2 North Riverside Plaza, Suite 600
Chicago, Illinois 60606

Re: Contribution

Dear John:

We have agreed that EGI-NP Investments, L.L.C. ("EGI") is investing in Carpe Diem Long Short Fund, LLC ("Carpe Diem"). Pursuant to its Subscription Agreement, EGI has agreed to make a capital contribution to Carpe Diem. We agree that (i) the NAV of all securities, cash and cash equivalents held in the EGI managed account established pursuant to an Account Management Agreement dated June 17, 2005 (the "AMA"), determined as of March 31, 2006 (including carry over accruals for Expenses, Management Fee and Profit Allocation), is $[*]; and (ii) in satisfaction of our subscription, with economic effect as of April 1, 2006, EGI has contributed to Carpe Diem $[*] NAV of such assets to Carpe Diem, with the remaining $[*] of such assets to be redeemed in cash to EGI. All investment activities from and after April 1, 2006 shall be in respect of Carpe Diem and not in respect of the AMA. The AMA shall be terminated (except to the extent necessary for the retitling of certain previously identified securities to the name of Carpe Diem and/or CD Investment); provided, that, Sections 13, 14, 15, 16 and 20 of the AMA shall not be terminated and shall remain in full force and effect with respect to the performance, actions and omissions of the parties prior to the date hereof. We both understand that the contribution referred to in this letter includes the shares of Sunterra Corporation held pursuant to the AMA.

EGI-NP INVESTMENTS, L.L.C.

/s/ Philip G. Tinkler
By: Philip G. Tinkler
Its: Treasurer

CD CAPITAL MANAGEMENT LLC
By: ZP II LP, its Managing Member
By: C3 Management Inc, its General Partner

/s/ John Ziegelman
By: John Ziegelman
Its: President


	* Blank spaces contained confidential information that has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

EX-99.13 7 file004.htm LETTER AGREEMENT BETWEEN CD CAPITAL AND JPF

EXHIBIT 99.13

April 21, 2006

Karen Pritzker
The Jay Pritzker Foundation
131 South Dearborn Street, Suite 1700
Chicago, Illinois 60603

Re: Contribution

Dear Karen:

We have agreed that The Jay Pritzker Foundation ("JPF") is investing in CD International Ltd. ("CD International"). Pursuant to its Subscription Agreement, JPF has agreed to make a capital contribution to CD International. We agree that (i) the NAV of all securities, cash and cash equivalents held in the JPF managed account established pursuant to an Account Management Agreement dated June 29, 2005 (the "AMA"), determined as of March 31, 2006 (including carry over accruals for Expenses, Management Fee and Profit Allocation), is $[*]; and (ii) in satisfaction of JPF's subscription, with economic effect as of April 1, 2006, JPF has contributed to CD International the assets held pursuant to the AMA. All investment activities from and after April 1, 2006 shall be in respect of CD International and not in respect of the AMA. The AMA shall be terminated (except to the extent necessary for the retitling of certain previously identified securities to the name of CD International and/or CD Investment); provided, that, Sections 13, 14, 15, 16 and 20 of the AMA shall not be terminated and shall remain in full force and effect with respect to the performance, actions and omissions of the parties prior to the date hereof. We both understand that the contribution referred to in this letter includes the shares of Sunterra Corporation held pursuant to the AMA.

THE JAY PRITZKER FOUNDATION

/s/ Karen Pritzker
By: Karen Pritzker
Its: Director

CD CAPITAL MANAGEMENT LLC
By: ZP II LP, its Managing Member
By: C3 Management Inc, its General Partner

/s/ John Ziegelman
By: John Ziegelman
Its: President


	* Blank spaces contained confidential information that has been filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

-----END PRIVACY-ENHANCED MESSAGE-----

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON
WITH

7. SOLE VOTING POWER
517,772 (see Item 5)

8. SHARED VOTING POWER
461,434 (see Item 5)

9. SOLE DISPOSITIVE POWER
979,206 (see Item 5)

10. SHARED DISPOSITIVE POWER
-0- (see Item 5)