Exhibit
10.2


 


FIRST
AMENDMENT TO


AGREEMENT
OF PURCHASE AND SALE


 


THIS FIRST AMENDMENT TO AGREEMENT OF PURCHASE
AND SALE (“Amendment”) is entered into as of the 4th day of
December, 2003 by and between the TRUSTEES UNDER THE WILL AND OF THE ESTATE OF
SAMUEL M. DAMON, DECEASED, (“Seller”) and HRPT PROPERTIES TRUST, a Maryland
real estate investment trust (“Buyer”).


 


RECITALS:


 


A.                                   Seller and Buyer
have entered into that certain Agreement of Purchase and Sale, dated as of
November 6, 2003, relating to the purchase and sale of approximately 182
parcels of land located on the Island of Oahu, State of Hawaii (the
“Agreement”).


 


B.                                     Seller and Buyer
desire to amend the Agreement, upon the terms and conditions set forth
hereinbelow.


 


AGREEMENT:


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual agreements herein set forth , and for other valuable
consideration, receipt of which is hereby acknowledged, Seller and Buyer hereby
agree as follows:


 


1.                                       Amendment of
the Agreement.   


 


1.1.                              Section 2.1(a) of
the Agreement (“Amount”) is hereby deleted in its entirety, and the
following substituted therefor:


 


(a)                                  Amount.  The Purchase Price for the Property (the
“Purchase Price”) shall be FOUR HUNDRED EIGHTY MILLION AND NO/100 U.S. DOLLARS
(U.S.$480,000,000).


 


1.2.                              Section 6.6 of the
Agreement (“Payment of Closing Costs”) is hereby deleted, and the
following substituted therefor:


 


6.6.                              Payment
of Closing Costs.


 


(a)                                  Seller’s
Obligations.  Seller shall bear and
pay (i) any and all escrow fees, (ii) any and all recording charges,
(iii) the actual cost of the PTRs and the updates of the PTRs, which in
all events shall not exceed $50,000.00, (iv) any and all taxes (except
Buyer’s income taxes), costs and charges payable in connection with the sale,
transfer, assignment or conveyance of the Property to Buyer, including the
State of Hawaii conveyance tax, and (v) Seller’s attorneys’ fees.


 

















 


(b)                                 Buyer’s
Obligations.  Buyer shall bear and
pay (i) all premiums and costs for the title policy including one hundred
percent (100%) of the cost of all endorsements to the title policy, (ii) 
the cost of any survey commissioned by Buyer, (iii) the cost of any and
all of the investigations and inspections described in Section 3.3 above,
(iv) the cost of any other inspections, reviews, studies, reports, and so
called “due diligence” investigations conducted by Buyer,  and (v) Buyer’s attorneys’ fees.


 


1.3.                              Article XII of the
Agreement is hereby amended by adding the following section immediately
following Section 12.24:


 


12.25                     Post Closing
Use of Office Space.  For a period
of sixty (60) calendar days following the Closing Date, Seller shall provide
Buyer, REIT Management & Research, and other affiliates of Buyer
(collectively, “Buyer Parties”) with (a) office space suitable for two (2)
individuals at Seller’s offices at 999 Bishop Street, 28th Floor,
Honolulu, Hawaii 96813 (“Seller’s Offices”); and (b) file room space for the
storage of Buyer Parties’ files relating to the Property at Seller’s
Offices.  With respect to the office
space provided for in the preceding clause (a), the office space for Bonnie C.
Opperman, who is expected to be employed by one or several of Buyer Parties
following the Closing, shall be the space in Seller’s Offices presently
occupied by Ms. Opperman.  Buyer Parties
shall be permitted to occupy and use the aforementioned office space and file
room space without payment of any rent or fees; provided, however, that Buyer Parties shall reimburse Seller
for any office expenses, including without limitation telephone charges and
copying charges, relating to usage by Buyer Parties.


 


2.                                       No Further
Amendment; Ratification.  The
Agreement is not modified or amendment except as expressly set forth in this
Amendment.  The parties hereby expressly
ratify and confirm the Agreement, as amended hereby.


 


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IN WITNESS
WHEREOF, Seller and Buyer have executed this Agreement as of the date first
above written.


 


	
   

  	
  /s/ David Haig

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Fred Weyand

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Paul M. Ganley

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Walter A. Dods, Jr.

  
	
   

  	
   

  	
   

  
	
   

  	
  TRUSTEES UNDER THE WILL AND OF THE ESTATE
  OF SAMUEL M. DAMON, DECEASED, acting in their fiduciary and not in their
  individual capacities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Seller

  
	
   

  	
   

  	
   

  
	
   

  	
  HRPT PROPERTIES TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Jennifer B. Clark

  
	
   

  	
   

  	
  Its Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Buyer

  



 


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