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                                                                    Exhibit 10.2


                 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
                            AND OTHER LOAN DOCUMENTS

         This FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT AND OTHER LOAN
DOCUMENTS (this "Agreement"), is made as of September 30th , 2002 (the
"Effective Date"), by and among GERMAN AMERICAN CAPITAL CORPORATION, a Maryland
corporation ("Lender"), and BRE/PARK PLACE L.L.C., a Delaware limited liability
company (the "Borrower), with reference to the following:

                                    RECITALS:

         A. WHEREAS, On September 18, 2002, Lender made a loan to Borrower in
the principal amount of $123,000,000 (the "Existing Mortgage Loan"), pursuant to
that certain Loan and Security Agreement, dated as of the date thereof (as the
same may be amended, restated and supplemented from time to time, the "Existing
Mortgage Loan Agreement"), between Borrower and Lender, which Existing Mortgage
Loan is evidenced by that certain Note, dated as of the date thereof, made by
Borrower in favor of Lender and secured by that certain first priority Deed of
Trust, Security Agreement and Fixture Filing, Assignment of Leases, Rents, and
Security Deposits, dated as the date thereof, executed and delivered by Borrower
to Lender and encumbering the Property (as defined in the Existing Mortgage Loan
Agreement), and the other Loan Documents (as defined in the Existing Mortgage
Loan Agreement (the "Existing Loan Documents").

         B. WHEREAS, On September 18, 2002, German American Capital Corporation,
in its capacity as mezzanine lender (the "Senior Tier Mezzanine Lender"), made a
mezzanine loan to BRE/PARK PLACE MEZZANINE L.L.C., a Delaware limited liability
company ("Senior Tier Mezzanine Borrower"), in the principal amount of
$41,000,000 (the "Existing Mezzanine Loan"), pursuant to that certain Mezzanine
Loan and Security Agreement, dated as of the date thereof (as the same may be
amended, restated and supplemented from time to time, the "Existing Mezzanine
Loan Agreement"), between Senior Tier Mezzanine Borrower and Senior Tier
Mezzanine Lender, which Existing Mezzanine Loan was originally evidenced by
those two certain Mezzanine Notes, dated as of the date thereof, ((i) one in the
principal amount of $26,500,000 (as the same may be amended and supplemented
from time to time, the "Senior Tier Mezzanine Note"), and (ii) one in the
principal amount of $14,500,000 (as the same may be amended, restated and
supplemented from time to time, the "Junior Tier Mezzanine Note")), made by
Senior Tier Mezzanine Borrower in favor of Senior Tier Mezzanine Lender and
secured by (i) that certain Pledge and Security Agreement, dated as of the date
thereof, between Senior Tier Mezzanine Borrower and Senior Tier

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Mezzanine Lender, and (ii) the other Loan Documents (Mezzanine) (as defined in
the Existing Mezzanine Loan Agreement (the "Existing Mezzanine Loan Documents").

         C. WHEREAS, Senior Tier Mezzanine Borrower, BRE/PARK PLACE JUNIOR
MEZZANINE L.L.C., a Delaware limited liability company ("Junior Tier Mezzanine
Borrower"), Senior Tier Mezzanine Lender, German American Capital Corporation,
in its capacity as mezzanine lender ("Junior Tier Mezzanine Lender"), and
Guarantor have agreed to modify the Existing Mezzanine Loan upon certain terms
and conditions set forth in that certain First Amendment to Mezzanine Loan and
Security Agreement and Other Loan Documents, dated as of the date hereof (the
"First Amendment to the Mezzanine Loan Agreement"); and

         D. WHEREAS, Borrower and Lender have agreed to modify and amend the
Existing Mortgage Loan Agreement and the other Existing Loan Documents in order
to accurately reflect the restructuring of the Existing Mezzanine Loan upon
certain terms and conditions hereinafter set forth.

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Lender and Borrower hereby agree as
follows:

         1. Incorporation. The recital paragraphs set forth above are hereby
incorporated herein by this reference as if fully set forth herein.

         2. Defined Terms. Capitalized terms not otherwise defined herein shall
have the same meanings as are ascribed to such terms in the Existing Mortgage
Loan Agreement or any of the other Existing Loan Documents.

         3. No Offset. Borrower represents and warrants that (a) all of its
representations and warranties in the Existing Loan Documents, as same are
amended hereby, are true and complete on the date hereof with the same force and
effect as if made on such date, except that Exhibit I of the Existing Mortgage
Loan Agreement is hereby deleted in its entirety and Exhibit I B First Amended
attached hereto is hereby substituted therefor; (b) the Existing Loan Documents
are in full force and effect; (c) Lender has fully performed all obligations to
Borrower under the Existing Loan Documents which it was obligated to perform on
or prior to the date hereof; and (d) Borrower has no defenses, claims, causes of
action, counterclaims or offsets against Lender, or any of its officers,
employees, agents, directors or attorneys of any kind or nature whatsoever.

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         4. Conditions Precedent. Borrower represents and warrants that each of
the following conditions have been satisfied on or before the Effective Date:

                  (a) Senior Tier Mezzanine Borrower and Junior Tier Mezzanine
         Borrower have executed and delivered to Senior Tier Mezzanine Lender a
         fully executed original counterpart of the Assumption and Release
         Agreement (as defined in the First Amendment to the Mezzanine Loan
         Agreement) in form and substance acceptable to Senior Tier Mezzanine
         Lender.

                  (b) Lender has received from legal counsel satisfactory to
         Lender legal opinions, including, without limitation, substantive
         nonconsolidation opinions, in form and substance satisfactory to Lender
         in Lender=s sole and absolute discretion.

                  (c) Senior Tier Mezzanine Lender has received from legal
         counsel satisfactory to Senior Tier Mezzanine Lender legal opinions,
         including, without limitation, substantive nonconsolidation opinions,
         in form and substance satisfactory to Senior Tier Mezzanine Lender in
         Senior Tier Mezzanine Lender=s sole and absolute discretion.

                  (d) No Default or Event of Default has occurred under the
         Existing Loan Documents.

         5. Mezzanine Loan and Mezzanine Note. Section 1.1 of the Existing
Mortgage Loan Agreement is hereby modified by eliminating the definitions of
"Intercreditor Agreement", "Mezzanine Loan", "Mezzanine Loan Documents"and
"Mezzanine Note" and substituting the following therefor:

         INTERCREDITOR AGREEMENT shall mean an intercreditor agreement between
         Lender, Mezzanine Lender and Junior Tier Mezzanine Lender.

         MEZZANINE LOAN shall mean the $26,500,000 mezzanine loan from Mezzanine
         Lender to the Mezzanine Borrower that is evidenced and secured by the
         Mezzanine Loan Documents.

         MEZZANINE LOAN DOCUMENTS shall mean, collectively, the Mezzanine Loan
         Agreement, the Mezzanine Note, the Account Agreement (Mezzanine), the
         Recourse Guaranty (Mezzanine), the Environmental Indemnity (Mezzanine)
         and the Pledge and any and all other agreements, instruments or
         documents executed

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         by Mezzanine Borrower evidencing, securing or delivered in connection
         with the Mezzanine Loan and the transactions contemplated thereby,
         including, without limitation, officer's certificates, together with
         and any and all agreements, instruments or documents executed by Junior
         Tier Mezzanine Borrower evidencing, securing or delivered in connection
         with the Junior Tier Mezzanine Loan and the transactions contemplated
         thereby, including, without limitation, officer's certificates.

         MEZZANINE NOTE shall mean that certain Mezzanine Note, dated as of
         September 18, 2002, in the principal amount of Twenty-Six Million Five
         Hundred Thousand Dollars ($26,500,000), made by Mezzanine Borrower, as
         maker, in favor of Mezzanine Lender, as payee, as the same may be
         amended, restated, replaced, supplemented or otherwise modified from
         time to time.

         6. Junior Tier Mezzanine Loan and Junior Tier Mezzanine Note. Section
1.1 of the Existing Mortgage Loan Agreement is hereby modified by adding the
following definitions:

         JUNIOR TIER MEZZANINE BORROWER shall mean BRE/Park Place Junior
         Mezzanine L.L.C., a Delaware limited liability company.

         JUNIOR TIER MEZZANINE LENDER shall mean German American Capital
         Corporation, a Maryland Corporation, as holder of the Junior Tier
         Mezzanine Note, and its successors and assigns.

         JUNIOR TIER MEZZANINE LOAN shall mean the $14,500,000 mezzanine loan
         from Junior Tier Mezzanine Lender to Junior Tier Mezzanine Borrower
         that is evidenced and secured by the Junior Tier Mezzanine Loan
         Documents.

         JUNIOR TIER MEZZANINE LOAN AND SECURITY AGREEMENT shall mean that
         certain Junior Tier Mezzanine Loan and Security Agreement, dated as of
         September 30, 2002, by and between BRE/Park Place Junior Mezzanine
         L.L.C, as mezzanine borrower, and German American Capital Corporation,
         as mezzanine lender.

         JUNIOR TIER MEZZANINE LOAN DOCUMENTS shall have the meaning ascribed to
         such term in the Mezzanine Loan Agreement.

         JUNIOR TIER MEZZANINE NOTE shall mean that certain Amended and Restated
         Mezzanine Note, dated September 30th , 2002, made by Junior Tier
         Mezzanine Borrower, as maker, in favor of Junior Tier Mezzanine Lender,
         as payee, in the

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         principal amount of $14,500,000, made by the Junior Tier Mezzanine
         Borrower in favor of Junior Tier Mezzanine Lender, as the same may be
         amended, restated, replaced, supplemented or otherwise modified from
         time to time.

         7. References to Mezzanine Note. All references in any of the Existing
Loan Documents to the Mezzanine Note shall be deemed to be references to the
Mezzanine Note and the Junior Tier Mezzanine Note, collectively.

         8. Additional Representations and Warranties: Borrower hereby
represents and warrants that the Existing Loan Documents, as hereby amended,
executed by Borrower and, as applicable, Guarantor, in connection with the Loan,
including, without limitation, the Note, are the legal, valid and binding
obligations of Borrower and, as applicable, Guarantor, enforceable against
Borrower and, as applicable, Guarantor, in accordance with their terms, subject
only to bankruptcy, insolvency and other limitations on creditor=s rights
generally and to equitable principles. Such Existing Loan Documents are not
subject to any right of rescission, setoff, counterclaim or defense by the
Borrower, including the defense of usury, nor will the operation of any of the
terms of the Note or such other Existing Loan Documents, as hereby amended, or
the exercise of any rights thereunder, render same unenforceable against
Borrower, in whole or in part, or subject to any right of rescission, setoff,
counterclaim, or defense by Borrower, including the defense of usury, and
Borrower has not asserted any right of rescission, setoff, counterclaim or
defense with respect thereto.

         9. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York pursuant to '5-1401 of the New
York General Obligations Law.

         10. References Generally. All references in the Existing Mortgage Loan
Agreement, as amended hereby, to any other Existing Loan Document shall be
deemed to refer to such Existing Loan Document as amended hereby. All references
in any of the other Existing Loan Documents to the Existing Mortgage Loan
Agreement shall be deemed to be references to the Existing Mortgage Loan
Agreement as amended hereby.

         11. Ratification. The Existing Loan Documents, except as amended
hereby, shall remain unchanged and in full force and effect in accordance with
their terms and, as amended hereby, are hereby ratified and confirmed.

         12. Counterparts. This Agreement may be executed in multiple
counterparts, all of which, when taken together, shall constitute a fully
executed original agreement.

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         13. Successors and Assigns. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective
successors and assigns.

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

                                            BORROWER:

                                            BRE/PARK PLACE L.L.C.,
                                            a Delaware limited liability company

                                            By: /s/ Dennis S. McDonagh
                                                ------------------------------
                                            Name: Dennis J. McDonagh
                                            Title: Vice President, Treasurer
                                                   & Secretary

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                                             LENDER:

                                             GERMAN AMERICAN CAPITAL
                                             CORPORATION, a Maryland corporation

                                             By: /s/ Eric Schultz
                                                 ------------------------------
                                             Name: Eric Schultz
                                             Title: Vice President

                                             By: /s/ Stephen H. Choe
                                                 ------------------------------
                                             Name: Stephen H. Choe
                                             Title: Authorized Signatory