sc13dza

0000950134-07-026217.txt : 20071227 0000950134-07-026217.hdr.sgml : 20071227 20071227172802 ACCESSION NUMBER: 0000950134-07-026217 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20071227 DATE AS OF CHANGE: 20071227 GROUP MEMBERS: ASGARD INVESTMENT CORP GROUP MEMBERS: CLINT D CARLSON GROUP MEMBERS: DOUBLE BLACK DIAMOND OFFSHORE LDC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPORT SUPPLY GROUP, INC. CENTRAL INDEX KEY: 0000828747 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 222795073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40925 FILM NUMBER: 071329821 BUSINESS ADDRESS: STREET 1: 1901 DIPLOMAT DRIVE CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 9724849484 MAIL ADDRESS: STREET 1: 1901 DIPLOMAT DRIVE CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: COLLEGIATE PACIFIC INC DATE OF NAME CHANGE: 19980303 FORMER COMPANY: FORMER CONFORMED NAME: DSSI CORP DATE OF NAME CHANGE: 19971031 FORMER COMPANY: FORMER CONFORMED NAME: DRUG SCREENING SYSTEMS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CARLSON CAPITAL L P CENTRAL INDEX KEY: 0001056973 IRS NUMBER: 752494317 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2149329600 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVE STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 d52740sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)
(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)

Under the Securities Exchange Act of 1934

SPORT SUPPLY GROUP, INC.

(Name of Issuer)

Shares of Common Stock, par value $0.01 per share

(Title of Class of Securities)

749283107

(CUSIP NUMBER)

Carlson Capital, L.P.
2100 McKinney Avenue
Suite 1600
Dallas, TX 75201

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

— with copies to -

Eliot D. Raffkind
Akin Gump Strauss Hauer & Feld LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800

December 21, 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 which 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 o

The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.


CUSIP No.		749283107	13D/A


1	NAME OF REPORTING PERSONS Carlson Capital, L.P. 75-273-3266 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS*

	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			2,522,600

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,522,600

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,522,600

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

	o

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

	20.7%

14	TYPE OF REPORTING PERSON*

	PN

*SEE INSTRUCTIONS BEFORE FILLING OUT

2 of 13


CUSIP No.		749283107	13D/A


1	NAME OF REPORTING PERSONS Asgard Investment Corp 75-249-4315 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS*

	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		7	SOLE VOTING POWER

NUMBER OF			2,522,600

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,522,600

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,522,600

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

	o

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

	20.7%

14	TYPE OF REPORTING PERSON*

	CO

3 of 13


CUSIP No.		749283107	13D/A


1	NAME OF REPORTING PERSONS Clint D. Carlson I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS*

	AF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	USA

		7	SOLE VOTING POWER

NUMBER OF			2,522,600

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,522,600

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,522,600

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

	o

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

	20.7%

14	TYPE OF REPORTING PERSON*

	IN

*SEE INSTRUCTIONS BEFORE FILLING OUT

4 of 13


CUSIP No.		749283107	13D/A


1	NAME OF REPORTING PERSONS Double Black Diamond Offshore LDC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS*

	WC, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		7	SOLE VOTING POWER

NUMBER OF			2,317,946

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			2,317,946

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	2,317,946

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

	o

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

	19%

14	TYPE OF REPORTING PERSON*

	CO

*SEE INSTRUCTIONS BEFORE FILLING OU

5 of 13

SCHEDULE 13D/A

This Amendment No. 1 to Schedule 13D (the “Schedule 13D”), relating to shares of common stock, par value $0.01 per share, (“Common Stock”) of Sport Supply Group, Inc., a Delaware corporation (the “Issuer”), is being filed with the Securities and Exchange Commission (the “Commission”).

This Schedule 13D is filed on behalf of Double Black Diamond Offshore LDC, a Cayman exempted company, Carlson Capital, L.P., a Delaware limited partnership, the investment manager to Double Black Diamond Offshore LDC, Asgard Investment Corp., a Delaware corporation, the general partner to Carlson Capital, L.P. and Mr. Clint D. Carlson, the president of Asgard Investment Corp. (collectively, the “Reporting Persons”).

Item 1. Security and Issuer


		Securities acquired: shares of common stock, par value $0.01 per share.

		Issuer:		Sport Supply Group, Inc.
				1901 Diplomat Drive
				Farmers Branch, TX 75234

Item 2. Identity and Background

This statement is filed by: (i) Double Black Diamond Offshore LDC, a Cayman exempted company, (ii) Carlson Capital, L.P., a Delaware limited partnership, the investment manager to Double Black Diamond Offshore LDC and Black Diamond Offshore Ltd. (iii) Asgard Investment Corp., a Delaware corporation, the general partner to Carlson Capital, L.P. and (iv) Mr. Clint D. Carlson, the president of Asgard Investment Corp. Mr. Carlson is the Chief Executive Officer of Carlson Capital L.P., the President of Asgard Investment Corp. and Director of Double Black Diamond Offshore LDC and Black Diamond Offshore Ltd. In addition to Mr. Carlson, the only other executive officer of Asgard Investment Corp. is Nancy Carlson, Secretary and Treasurer.

The business address of the Reporting Persons is 2100 McKinney Avenue, Suite 1600, Dallas, TX 75201.

None of the Reporting Persons have, during the last five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

6 of 13

Item 3. Source and Amount of Funds or Other Consideration

The net investment costs (including commissions, if any) of the shares of Common Stock purchased by the Reporting Persons is approximately $21,179,180.6. Currently, 2,317,946 shares of Common Stock are held by Double Black Diamond Offshore LDC and 204,654 shares of Common Stock are held by Black Diamond Offshore Ltd.

Item 4. Purpose of the Transaction

The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer. The Reporting Persons at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors. The Reporting Persons may seek representation on the board of directors of the Issuer and/or may work with the Issuer’s management and board of directors regarding potential strategies to increase shareholder value. The Reporting Persons may engage in communications with one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the board of directors of the Issuer, regarding, among other items, its business, operations, policies, management, structure, operations or capitalization of the Issuer. Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider its position and/or change its purpose and/or formulate plans or proposals with respect thereto.

Item 5. Interest in Securities of the Issuer

(a) As of the date hereof, Double Black Diamond Offshore LDC owns 2,317,946 shares of Common Stock of the Issuer which represents 19% of the Issuer’s outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 2,317,946 shares beneficially owned by Double Black Diamond Offshore LDC as of the date hereof by (ii) 12,188,160 shares of Common Stock outstanding as of October 29, 2007 as reported in a Quarterly Report filed by the Issuer with the Commission on October 31, 2007.

As of the date hereof, Carlson Capital, L.P. owns 2,522,600 shares of Common Stock of the Issuer which represents 20.7% of the Issuer’s outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 2,522,600 shares beneficially owned by Carlson Capital, L.P. as of the date hereof (which such number was calculated by adding (x) the 2,317,946 shares of Common Stock of the Issuer beneficially owned by Double Black Diamond Offshore LDC and (y) the 204,654 shares of Common Stock of the Issuer beneficially owned by Black Diamond Offshore Ltd.) by (ii) 12,188,160 shares of Common Stock outstanding as of October 29, 2007 as reported in a Quarterly Report filed by the Issuer with the Commission on October 31, 2007.

7 of 13

As of the date hereof, Asgard Investment Corp. owns 2,522,600 shares of Common Stock of the Issuer which represents 20.7% of the Issuer’s outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 2,522,600 shares beneficially owned by Asgard Investment Corp. as of the date hereof (which such number was calculated by adding (x) the 2,317,946 shares of Common Stock of the Issuer beneficially owned by Double Black Diamond Offshore LDC and (y) the 204,654 shares of Common Stock of the Issuer beneficially owned by Black Diamond Offshore Ltd.) by (ii) 12,188,160 shares of Common Stock outstanding as of October 29, 2007 as reported in a Quarterly Report filed by the Issuer with the Commission on October 31, 2007.

As of the date hereof, Clint D. Carlson owns 2,522,600 shares of Common Stock of the Issuer which represents 20.7% of the Issuer’s outstanding shares of Common Stock, which such percentage was calculated by dividing (i) the 2,522,600 shares beneficially owned by Clint D. Carlson as of the date hereof (which such number was calculated by adding (x) the 2,317,946 shares of Common Stock of the Issuer beneficially owned by Double Black Diamond Offshore LDC and (y) the 204,654 shares of Common Stock of the Issuer beneficially owned by Black Diamond Offshore Ltd.) by (ii) 12,188,160 shares of Common Stock outstanding as of October 29, 2007 as reported in a Quarterly Report filed by the Issuer with the Commission on October 31, 2007.

The filing of this statement on Schedule 13D shall not be construed as an admission that Carlson Capital, L.P., Asgard Investment Corp. or Clint D. Carlson are for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the shares of Common Stock held by Double Black Diamond Offshore LDC and Black Diamond Offshore Ltd. Pursuant to Rule 13d-4, Carlson Capital, L.P., Asgard Investment Corp. and Clint D. Carlson disclaim all such beneficial ownership.

(b) Carlson Capital, L.P., Asgard Investment Corp. and Clint D. Carlson, for the account of each of Double Black Diamond Offshore LDC and Black Diamond Offshore Ltd., have the power to vote and dispose of the aggregate 2,522,600 shares of Common Stock held by Double Black Diamond Offshore LDC and Black Diamond Offshore Ltd. Double Black Diamond Offshore LDC has the power to vote and/or dispose of the 2,317,946 shares of Common Stock it holds.

(c) The transactions in the Issuer’s securities by Reporting Persons in the last sixty days are listed as Annex A attached hereto and made a part hereof.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The Reporting Persons acquired their initial shares of Common Stock pursuant to a purchase agreement with Michael J. Blumenfeld, a copy of which is attached hereto as Exhibit 2.

8 of 13

Item 7. Material to be Filed as Exhibits



Exhibit 1		Joint Filing Agreement by and among Double Black Diamond Offshore LDC, Carlson Capital, L.P., Asgard Investment Corp. and Clint D. Carlson.

Exhibit 2		Purchase Agreement

9 of 13

ANNEX A

Transaction

Quantity

Price per

Account

Date

Buy/Sell

(shares)

Share ($)

Double Black Diamond Offshore LDC

December 20, 2007

Buy

42,000

9.2446

Double Black Diamond Offshore LDC

December 21, 2007

Buy

709,310

Black Diamond Offshore Ltd.

December 21, 2007

Buy

40,690

Double Black Diamond Offshore LDC

December 21, 2007

Buy

148,790

8.7008

Black Diamond Offshore Ltd.

December 21, 2007

Buy

14,210

8.7008

Double Black Diamond Offshore LDC

December 24, 2007

Buy

460

7.5

Black Diamond Offshore Ltd.

December 24, 2007

Buy

7.5

Double Black Diamond Offshore LDC

December 26, 2007

Buy

64,315

7.5909

Black Diamond Offshore Ltd.

December 26, 2007

Buy

5,685

7.5909

Signature

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: DECEMBER 27, 2007	DOUBLE BLACK DIAMOND OFFSHORE LDC
	By:	Carlson Capital, L.P., its investment manager

	By:	Asgard Investment Corp., its general partner

	By:	/s/ Clint D. Carlson
	Name:		Clint D. Carlson
	Title:		President

	CARLSON CAPITAL, L.P.
	By:	Asgard Investment Corp., its general partner



By:	/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


ASGARD INVESTMENT CORP.
By:	/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


/s/ Clint D. Carlson
Clint D. Carlson

EX-99.1 2 d52740exv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under 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 13D (including any and all amendments thereto) with respect to securities of Sport Supply Group, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of December 27, 2007.


	DOUBLE BLACK DIAMOND OFFSHORE LDC
	By:	/s/ Clint D. Carlson
	Name:	Clint D. Carlson
	Title:	President

	CARLSON CAPITAL, L.P.
	By:	Asgard Investment Corp., its general partner


By:	/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


ASGARD INVESTMENT CORP.
By:	/s/ Clint D. Carlson
Name:		Clint D. Carlson
Title:		President


/s/ Clint D. Carlson
Clint D. Carlson

EX-99.2 3 d52740exv99w2.htm PURCHASE AGREEMENT exv99w2

EXHIBIT 2

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and effective as of June 14, 2007, between Michael J. Blumenfeld, residing at (“Seller”), and Double Black Diamond Offshore LDC and Black Diamond Offshore Ltd., each a Cayman Islands corporation (collectively, “Purchaser”).

In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Sale and Purchase. Seller hereby sells and assigns to Purchaser, and Purchaser hereby purchases and accepts from Seller, all of Seller’s right, title and interest in and to 1,467,488 shares of common stock (the “Shares”) of Collegiate Pacific, Inc. (the “Issuer”), for the purchase price of $9.25 per share (the “Purchase Price”).

2. Representations and Warranties of Seller. To induce Purchaser to enter into this Agreement and to purchase the Shares purchased hereunder, Seller hereby represents and warrants to Purchaser as follows:

(a) Title to Shares. Seller is the true and lawful beneficial owner of the Shares being transferred hereunder, free and clear of any liens, restrictions, security interests, claims, rights of another, or encumbrances, except restrictions under applicable securities laws; the Shares are not subject to any outstanding options, warrants, calls, or similar rights of any other person to acquire the same; and Seller has the full right and capacity to convey, and will convey to Purchaser, good and marketable title to the Shares, free and clear of any liens, restrictions, security interests, claims, rights of another, or encumbrances, except restrictions under applicable securities laws.

(b) No Conflict. The execution, delivery and performance of this Agreement by Seller will not (i) violate any law, rule, regulation or order applicable to Seller or (ii) violate or conflict with any agreement or other instrument to which Seller is a party or by which Seller is bound.

(c) No Broker. Seller has not engaged, consented to or authorized any broker, finder or intermediary to act on his behalf, directly or indirectly, as a broker, finder or intermediary in connection with the transactions contemplated by this Agreement. Seller hereby agrees to indemnify and hold harmless Purchaser from and against all fees, commissions or other payments owing to any party acting on behalf of Seller hereunder.

3. Representations and Warranties of Purchaser. To induce Seller to execute this Agreement and consummate the transactions contemplated hereby, Purchaser hereby represents and warrants to Seller that:

(a) Authority/Enforceability. Purchaser has full power and authority to enter into and perform this Agreement, and this Agreement has been duly and validly executed

and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms.

(b) No Conflict. The execution, delivery and performance of this Agreement by Purchaser will not: (i) violate any law, rule or regulation applicable to Purchaser or its properties, or (ii) violate or conflict with any agreement to which Purchaser is a party, or by which it is bound, or (iii) violate or conflict with the certificate of incorporation, bylaws or other organizational documents of Purchaser.

(c) Purchase for Investment; Investment Experience. Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. Purchaser does not have any contract, undertaking, agreement or arrangement with any person, firm or entity (each, a “Person”) to sell, transfer or grant a participation to such Person or to any third Person with respect to any of the Shares. Purchaser understands that the purchase of the Shares involves substantial risk. Purchaser has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in the Shares and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of this investment in the Shares and protecting its own interests in connection with this investment. Purchaser is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

(d) Restricted Securities. Purchaser understands that the Shares to be purchased by Purchaser hereunder are characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances. Purchaser is familiar with Rule 144 under the Securities Act, and understands the resale limitations imposed thereby and by the Securities Act. Purchaser understands that the certificate(s) evidencing the Shares may bear legends required by applicable federal and state securities laws.

(e) No Broker. Purchaser has not engaged, consented to or authorized any broker, finder or intermediary to act on his behalf, directly or indirectly, as a broker, finder or intermediary in connection with the transactions contemplated by this Agreement. Purchaser hereby agrees to indemnify and hold harmless Seller from and against all fees, commissions or other payments owing to any party acting on behalf of Purchaser hereunder.

4. Settlement. The settlement of the transactions contemplated by this Agreement shall take place as follows: (i) as and when Seller desires to deliver Shares held by Seller in record name for payment, he will notify Seller by 5:00 pm Dallas Time on the business day immediately preceding the day on which such Shares will be delivered to Purchaser (“Record Name Notice”), and provided that the Shares described in the notice are delivered to Purchaser by a courier or courier service with signature receipt required by 11:00 am Dallas Time on the business day following the delivery of the Record Name Notice, Purchaser will no later than 1:00

pm Dallas Time initiate wire transfer of immediately available funds in payment of such Shares held in record name to such account(s) as are designated in the Record Name Notice; and (ii) as and when Seller desires to deliver Shares held by Seller in street name for payment, he will provide notice by 5:00 pm Dallas Time on the business day immediately preceding the day on which DTC transfer instructions will be delivered to Purchaser (“Street Name Notice”), and provided that such DTC transfer instructions executed by Seller are delivered to Purchaser by a courier or courier service with signature receipt required by 11:00 am Dallas Time on the business day following the delivery of the Street Name Notice, Purchaser will no later than 1:00 pm Dallas Time on the business day following the delivery of the Street Name Notice initiate wire transfer of immediately available funds in payment of such Shares held in street name to such account(s) as are designated in the Street Name Notice. Without limiting the foregoing, at the time of settlement, and against payment of the Purchase Price for Shares delivered (whether in record name or street name), Seller shall deliver, or cause to be delivered, to Purchaser or its designee, as instructed by Purchaser, certificates representing such Shares duly endorsed to Purchaser in blank or by separate stock power, or shall otherwise cause such Shares to be transferred into the name of Purchaser on the records of the Issuer or any transfer agent to the reasonable satisfaction of Purchaser.

5. Payment of Purchase Price. At each settlement described in Section 4, Purchaser will pay the Purchase Price to Seller by wire transfer of immediately available funds to an account or accounts designated by Seller in the Notice.

6. Amendment. No amendment, modification or change to this Agreement shall be binding on either party unless set forth in a document executed by the parties.

7. Further Assurances. Seller and Purchaser each agree to execute and deliver such other documents and perform such other acts as may reasonably be considered to be necessary to effectuate the intent and purpose of this Agreement.

8. Successors and Assigns. This Agreement shall inure to the benefit of and be binding on the parties hereto and their respective legal representatives, successors and assigns.

9. Notices. Any notice or other formal communication given in connection with this Agreement must be in writing sent to the address specified below, and shall be deemed to have been given (a) when received if given in person or by a courier or a courier service or (b) on the date of transmission if sent by facsimile transmission with confirmation of receipt.


If to Seller, addressed as follows:		Michael J. Blumenfeld

If to Purchaser, addressed as follows:		Black Diamond Offshore Ltd.
		Double Black Diamond Offshore LDC
		2100 McKinney Avenue, Suite 1600


		Dallas, Texas 75201
		Attention: Bill Lockhart
		Phone: (214) 932-9600
		Email: blockhart@carlsoncapital.com

		and:

		Attention: Kristen Gregory
		Phone: (214) 932-9642
		Email: kgregory@carlsoncapital.com

10. Third Party Rights. Except as expressly stated in this agreement, a person who is not a party to this agreement may not enforce any of its terms.

11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law.

12. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument.

13. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof, and supersedes all previous contracts and agreements between the parties hereto, both oral and written.

14. Survival. The representations and warranties in Sections 2 and 3 shall survive settlement hereunder. All covenants and agreements (including, without limitation, the covenants set forth in Sections 4 and 5) set forth in this Agreement shall survive for so long as performance is required thereunder.

15. Fees, Costs and Expenses. Except as otherwise provided herein, each party shall pay all costs and expenses incurred by or on behalf of such party in connection with the negotiation of this Agreement and the performance of the transactions contemplated hereby, including, without limiting the generality of the foregoing, fees and expenses of consultants, accountants and legal counsel.

[the next page is the signature page]

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.


Purchaser

DOUBLE BLACK DIAMOND OFFSHORE LDC

By:		/s/ Clint D. Carlson

Name:		Clint D. Carlson
Title:		President, Asgard Investment Corporation, General Partner of Carlson Capital, L.P., Investment Adviser

BLACK DIAMOND OFFSHORE LTD.

By:		/s/ Clint D. Carlson

Name:		Clint D. Carlson
Title:		President, Asgard Investment Corporation, General Partner of Carlson Capital, L.P., Investment Adviser

Seller

/s/ Michael J. Blumenfeld

Name: Michael J. Blumenfeld