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First Amendment To Business Management Agreement

This is an actual contract by Commonwealth Reit.

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Sectors: Real Estate
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: January 21, 2010
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Exhibit 10.1





FIRST AMENDMENT TO BUSINESS MANAGEMENT AGREEMENT





THIS FIRST AMENDMENT TO BUSINESS MANAGEMENT AGREEMENT, dated as of January 21, 2010 (the " Amendmentnone" ), by and between HRPT Properties Trust, a Maryland real estate investment trust (the " Companynone" ), and Reit Management & Research LLC, a Delaware limited liability company (the " Managernone" ).



WHEREAS, the Company and the Manager are parties to a Business Management Agreement, dated as of June 8, 2009 (the " Business Management Agreementnone" ); and



WHEREAS, the Company and the Manager wish to amend the Business Management Agreement as further provided in this Amendment;



NOW, THEREFORE, in consideration of the mutual agreements herein set forth, the parties hereto agree as follows:





1. Section 17 of the Business Management Agreement is hereby replaced in its entirety to read as follows:





17. Term, Terminationnone . This Agreement shall continue in force and effect until December 31, 2010, and shall be automatically renewed for successive one year terms annually thereafter unless notice of non-renewal is given by the Company or the Manager before the end of the term. It is expected that the terms and conditions may be reviewed by the Independent Trustees of the Compensation Committee of the Board of Trustees of the Company at least annually.







Notwithstanding any other provision of this Agreement to the contrary, this Agreement, or any extension thereof, may be terminated by either party hereto upon sixty (60) days' written notice to the other party, which termination, if by the Company, must be approved by a majority vote of the Independent Trustees serving on the Compensation Committee of the Board of Trustees of the Company, or if by the Manager, must be approved by a majority vote of the directors of the Manager.







Sectionnone 18none hereof shall govern the rights, liabilities and obligations of the parties upon termination of this Agreement; and, except as provided in Sectionsnone 15none and 18none , such termination shall be without further liability of either party to the other, other than for breach or violation of this Agreement prior to termination.





2. Section 25 of the Business Management Agreement is hereby replaced in its entirety to read as follows:





25. No Third Party Beneficiarynone . Except as otherwise provided in Sectionnone 27(i)none , no person or entity other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement.










3. Section 27 of the Business Management Agreement is hereby replaced in its entirety to read as follows:





27. Arbitrationnone .







(a) Any disputes, claims or controversies between the parties (i) arising out of or relating to this Agreement or the provision of services by the Manager pursuant to this Agreement, or (ii) brought by or on behalf of any shareholder of the Company (which, for purposes of this Sectionnone 27none , shall mean any shareholder of record or any beneficial owner of shares of the Company, or any former shareholder of record or beneficial owner of shares of the Company), either on his, her or its own behalf, on behalf of the Company or on behalf of any series or class of shares of the Company or shareholders of the Company against the Company or any trustee, officer,
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