FIRSTAMENDMENT TO TERM LOAN AGREEMENT

Exhibit 10.2

FIRST AMENDMENT TO TERM LOAN AGREEMENT

THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of August 20, 2004 by and among HRPT PROPERTIES TRUST (the “Borrower”), each of the Guarantors signatory hereto, each of the Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).

WHEREAS, the Borrower, the Lenders and the Agent have entered into that certain Term Loan Agreement dated as of February 25, 2004 (as amended and in effect immediately prior to the date hereof, the “Term Loan Agreement”);

WHEREAS, in connection with the Term Loan Agreement, the Guarantors executed and delivered that certain Guaranty dated as of February 25, 2004 in favor of the Agent and the Lenders (the “Guaranty”); and

WHEREAS, the Borrower, the Lenders party hereto and the Agent desire to amend certain provisions of the Term Loan Agreement on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

Section 1.  Specific Amendments to Term Loan Agreement.  The parties hereto agree that the Term Loan Agreement is amended as follows:

(a)                                  Section 1.1. of the Term Loan Agreement is hereby amended by restating the definition of “Termination Date” in its entirety as follows:

“Termination Date” means August 24, 2009.

(b)                                 The Term Loan Agreement is amended by restating Section 2.5 in its entirety as follows:

Section 2.5. Prepayments.

Except as otherwise provided in this Section, the Borrower may prepay the Term Loans, in whole or in part, at any time without premium or penalty.  The Borrower shall give the Agent at least one Business Day’s prior written notice of the prepayment of the Term Loans.  If any of the outstanding principal amount of the Term Loans is prepaid at any time prior to February 25, 2006, the Borrower shall pay to the Agent for the account of the Lenders (a) an amount equal to the following (calculated for the period commencing on the date of such prepayment and ending on February 25, 2006): (i) the principal amount of the Term Loans so prepaid times (ii) a per annum rate equal to the Applicable Margin for LIBOR Loans in effect at the time of such prepayment and (b) any amounts payable

pursuant to Section 4.4. in connection with such prepayment.  The Borrower acknowledges and agrees that the amount payable by it in connection with the prepayment of the Term Loans is a reasonable calculation of the Lenders’ lost profits in view of the difficulties and impracticality of determining actual damages resulting from the prepayment of the Term Loans.

Section 2.  Conditions Precedent.  The effectiveness of this Amendment is subject to receipt by the Agent of each of the following, each in form and substance satisfactory to the Agent:

(a)                                  a counterpart of this Amendment duly executed by the Borrower, each of the Guarantors and each of the Lenders;

(b)                                 all fees due and payable to the Lenders in connection with this Amendment; and

(c)                                  such other documents, instruments and agreements as the Agent may reasonably request.

Section 3.  Representations.  The Borrower represents and warrants to the Agent and the Lenders that:

(a)                                  Authorization.  Each Loan Party has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its obligations hereunder and, in the case of the Borrower, under the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms.  This Amendment has been duly executed and delivered by a duly authorized officer of each Loan Party and each of this Amendment and the Term Loan Agreement, as amended by this Amendment, is a legal, valid and binding obligation of each Loan Party a party thereto enforceable against such Loan Party in accordance with its respective terms except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors rights generally and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability.

(b)                                 Compliance with Laws, etc.  The execution and delivery by each Loan Party of this Amendment and the performance by each Loan Party of this Amendment and, in the case of the Borrower, the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise:  (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to any Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of any Loan Party, or any indenture, agreement or other instrument to which any Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party.

(c)                                  No Default.  No Default or Event of Default has occurred and is continuing as of the date hereof or will exist immediately after giving effect to this Amendment.

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Section 4.  Reaffirmation of Representations by Borrower.  The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Agent and the Lenders in the Term Loan Agreement and the other Loan Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full.

Section 5.  Reaffirmation of Guaranty by Each Guarantor.  Each Guarantor hereby reaffirms its continuing obligations to the Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by this Amendment shall not in any way affect the validity and enforceability of the Guaranty, as amended hereby, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 6.  Certain References.  Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Term Loan Agreement as amended by this Amendment.

Section 7.  Expenses and Fees.  The Borrower shall reimburse the Agent upon demand for all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 8.  Benefits.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 9.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 10.  Effect.  Except as expressly herein amended, the terms and conditions of the Term Loan Agreement and the other Loan Documents remain in full force and effect.  The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein.

Section 11.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 12.  Definitions.  All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement.

Section 13.  New Material Subsidiaries.  With respect to each of Hallwood Realty Partners, L.P. and Hallwood Real Estate Investors Fund XV, both of which are Material Subsidiaries, the Lenders and the Agent agree that the Borrower shall have 60 (rather than 30) days from the date such Subsidiaries became Material Subsidiaries to deliver the items required to be delivered pursuant to Section 7.12.(a) of the Term Loan Agreement.  If at the expiration of

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such 60 day period Hallwood Realty Partners, L.P. and Hallwood Real Estate Investors Fund XV are no longer Material Subsidiaries, the Borrower shall have no obligation to deliver the items pursuant to Section 7.12.(a) of the Term Loan Agreement with respect to such entities.

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Term Loan Agreement to be executed as of the date first above written.

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[Signature Page to First Amendment to Term Loan Agreement dated as of

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[Signature Page to First Amendment to Term Loan Agreement dated as of

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[Signature Page to First Amendment to Term Loan Agreement dated as of

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[Signature Page to First Amendment to Term Loan Agreement dated as of

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[Signature Page to First Amendment to Term Loan Agreement dated as of

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[Signature Page to First Amendment to Term Loan Agreement dated as of

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