EXHIBIT 28b
SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT (the
"Amendment") is made and entered into as of the 28th day of March,2001, by
and between TROUT CREEK PROPERTIES, LLC ("Seller") and CRESCENT RESOURCES,
LLC, formerly known as Crescent Resources, Inc. ("Buyer").
RECITALS
A. Seller and Buyer entered into that certain Real Estate
Purchase Agreement (the "Agreement") dated November 29, 2000 and First
Amendment dated January 17, 2001, wherein Buyer agreed to purchase from
Seller and Seller agreed to sell to Buyer certain real property located in Pasco
County, Florida, described therein (the "Premises") in accordance with the
terms and conditions of such Agreement.
B. Seller and Buyer desire to extend the Investigation Period
under the Agreement to April 30, 2001, and extend the Closing Date to
May 2, 2001.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, and for other good and valuable consideration,
Seller and Buyer do hereby agree as follows:
1. Investigation Period. The Investigation Period described in
Paragraph 3 of the Agreement is hereby extended to expire at 5:00 PM local
time in Tampa, Florida on April 30, 2001.
2. Closing Date. The Closing Date described in Paragraph 7(a)
of the Agreement is hereby extended from March 31, 2001, to May 2, 2001, and
Paragraphs 7(a) & 7(b) of the Agreement are hereby amended to substitute the
date of May 2, 2001, for the dates of March 31, 2001, and April 30, 2001, in
each instance where such dates are mentioned therein. If Buyer elects to
extend the Closing Date beyond May 2, 2001, Buyer must give Seller written
notice and pay the Extension Fee by May 2, 2001, in which event the Extension
Fee shall be applicable to the Adjusted Purchase Price as shown in said
Paragraph 7(b).
3. Ratification of Agreement. This Amendment shall control any
conflicting provisions of the Agreement or prior amendments, which is hereby
ratified and confirmed by Buyer and Seller.
4. Counterparts. This Amendment may be executed in two (2) or
more counterparts, each of which shall be taken to be an original.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
SELLER: BUYER:
TROUT CREEK PROPERTIES, LLC CRESCENT RESOURCES, LLC
By: /s/ Xxxxx X. Xxxxx By: Xxxxxxx Xxxxxxx
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Name: Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxxxx
Title: Chairman Title: Vice President
Date: 3/28/01 Date: 3-28-01
