SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"Second Amendment") is made as of October 9, 2002, by and between CENTRE SQUARE
TWO, a Pennsylvania general partnership (hereinafter sometimes referred to as
"Ground Lessor"), and CENTRE SQUARE, a Pennsylvania general partnership
(hereinafter sometimes referred to as "Ground Lessee"; Ground Lessor and Ground
Lessee being hereinafter collectively sometimes referred to "Seller"), and HRPT
PROPERTIES TRUST, Maryland Real Estate Investment Trust ("Purchaser").
W I T N E S S E T H:
A. Seller and Purchaser executed that certain Purchase and
Sale Agreement dated as of September 30, 2002, which was amended by that certain
First Amendment to Purchase and Sale Agreement dated as of October 1, 2002 (the
"First Amendment") (the Purchase and Sale Agreement, as amended by the First
Amendment, is hereinafter known as the "Agreement").
B. Seller and Purchaser wish to amend the Agreement to provide
for a new Purchase Price.
C. All terms not otherwise defined herein shall have the
meaning set forth in the Agreement.
NOW, THEREFORE, in consideration of Ten dollars ($10.00) and other good
and valuable consideration, receipt of which is hereby acknowledged, Purchaser
and Seller hereby agree as follows:
1. Purchaser and Seller agree that the Purchase Price shall be
amended to be $183,500,000.00.
2. Except as specifically amended by this Second Amendment,
the Agreement shall remain in full force and effect.
3. This Amendment may be executed in any number of
counterparts, each of which shall be deemed an original, but such counterparts
shall together constitute one and the same agreement. Any such counterpart may
be delivered by facsimile
IN WITNESS WHEREOF, the parties have hereto duly executed this
Second Amendment as of the date above written.
SELLER:
CENTRE SQUARE TWO, a Pennsylvania general partnership, by
its authorized general partner, Centre Square Three, by its
authorized general partner, Centre Square Five, by its authorized
general partner, Metropolitan Life Insurance Company
By: /s/ Xxx X. Xxxxx
Xxx X. Xxxxx, Director
CENTRE SQUARE, a Pennsylvania general partnership, by its
authorized general partner, Metropolitan Life Insurance Company
By: /s/ Xxx X. Xxxxx
Xxx X. Xxxxx, Director
PURCHASER:
HRPT PROPERTIES TRUST,
a Maryland real estate investment trust
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: President
