##### 



Exhibit 10.5




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##### 



TABLE OF CONTENTS
 Page1. BACKGROUND
    
    
    11.1 Defined Terms
    
    
    11.2 Borrower
    
    
    11.3 Use of Loan Proceeds
    
    
    11.4 Accounting Terms
    
    
    22. LOAN PROVISIONS
    
    
    22.1 Amount of Facility
    
    
    22.1.1 Letter of Credit Subfacility
    
    
    52.2 Term of Facility
    
    
    102.3 Interest Rate and Payment Terms
    
    
    112.3.1 Borrowers Options
    
    
    112.3.2 Selection To Be Made
    
    
    112.3.3 Increased Costs
    
    
    112.3.4 Illegality
    
    
    122.3.5 Notice
    
    
    162.3.6 If No Notice
    
    
    162.3.7 Telephonic Notice
    
    
    162.3.8 Limits On Options
    
    
    162.3.9 Payment and Calculation of Interest
    
    
    162.3.10 Voluntary and Mandatory Principal Payments
    
    
    172.3.11 Maturity
    
    
    172.3.12 Method of Payment; Date of Credit
    
    
    172.3.13 Billings
    
    
    182.3.14 Default Rate
    
    
    182.3.15 Late Charges
    
    
    182.3.16 Make Whole Provision
    
    
    182.4 Fees
    
    
    193. SECURITY FOR THE LOAN; LOAN AND SECURITY DOCUMENTS
    
    
    203.1 Credit Documents and Security Documents
    
    
    203.2 Collateral
    
    
    203.3 Borrower Escrow Account
    
    
    224. CONTINUING AUTHORITY OF AUTHORIZED REPRESENTATIVES
    
    
    235. CONDITIONS PRECEDENT
    
    
    245.1 Satisfactory Credit Documents
    
    
    245.2 No Material Change
    
    
    245.3 Warranties and Representations Accurate
    
    
    245.4 Financials and Appraisals
    
    
    245.5 Environmental Compliance and Indemnification Agreements
    
    
    245.6 Validity and Sufficiency of Security Documents
    
    
    245.7 No Other Liens; Taxes and Municipal Charges Current
    
    
    245.8 Organizational Documents and Entity Agreements
    
    
    255.9 Votes, Consents and Authorizations
    
    
    255.10 Legal and Other Opinions
    
    
    255.11 Due Diligence
    
    
    255.12 Fees and Expenses
    
    
    255.13 Guaranty
    
    
    255.14 No Default
    
    
    255.15 No Litigation
    
    
    255.16 Compliance with Covenants
    
    
    265.17 Other
    
    
    265.18 Conditions to all Loans
    
    
    266. WARRANTIES AND REPRESENTATIONS
    
    
    27




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##### 



Page6.1 Financial Information
    
    
    276.2 No Violations
    
    
    276.3 No Litigation
    
    
    286.4 Compliance With Legal Requirements
    
    
    286.5 Use of Proceeds
    
    
    286.6 Entity Matters
    
    
    286.6.1 Borrower
    
    
    286.6.2 General Partner
    
    
    286.6.3 Identity of General Partner
    
    
    296.7 Valid and Binding
    
    
    296.8 Deferred Compensation and ERISA
    
    
    296.9 No Material Change; No Default
    
    
    296.10 No Broker or Finder
    
    
    306.11 Background Information and Certificates
    
    
    306.12 Consents
    
    
    306.13 Indebtedness
    
    
    306.14 Government Regulation
    
    
    306.15 Environmental Matters
    
    
    306.16 Portfolio Assets
    
    
    316.17 Full Disclosure
    
    
    316.18 Subsidiaries
    
    
    326.19 No Material Adverse Contracts, Etc
    
    
    326.20 Compliance With Other Instruments, Laws, Etc
    
    
    326.21 Solvency
    
    
    326.22 REIT Status
    
    
    326.23 Patriot Act
    
    
    327. COVENANTS
    
    
    337.1 Notices
    
    
    337.2 Financial Statements and Reports
    
    
    337.2.1 Annual Statements
    
    
    337.2.2 Periodic Statements
    
    
    347.2.3 Data Requested
    
    
    347.2.4 Tax Returns
    
    
    347.2.5 Pro Forma
    
    
    347.2.6 Officers Certificate
    
    
    347.2.7 Information to Owners
    
    
    357.2.8 Portfolio Investments
    
    
    357.2.9 Auditors Reports
    
    
    357.2.10 Environmental Reports
    
    
    367.2.11 Notice of Default or Litigation
    
    
    367.2.12 Annual Valuation Period
    
    
    367.2.13 Debt
    
    
    367.2.14 Other Information
    
    
    377.3 Financial Covenants
    
    
    377.4 Indebtedness and Restrictions on Liens, Transfers and Additional Debt
    
    
    377.5 Liens/Negative Pledges
    
    
    397.6 Nature of Business
    
    
    397.7 Limitations on Certain Transactions
    
    
    397.8 Investments
    
    
    397.9 Dividends and Distributions
    
    
    397.10 Transactions with Portfolio Investments
    
    
    407.11 Amendments
    
    
    407.12 ERISA
    
    
    407.13 Place for Records: Inspection
    
    
    407.14 Costs and Expenses
    
    
    417.15 Compliance with Legal Requirements
    
    
    41




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##### 



Page7.16 MAI Appraisals
    
    
    417.17 Title to Properties
    
    
    417.18 Insurance
    
    
    417.19 Taxes
    
    
    427.20 Compliance with Contracts, Licenses, and Permits
    
    
    427.21 Replacement Documentation
    
    
    427.22 Perfected Interest Covenants
    
    
    427.23 Existence of the Borrower; Maintenance of REIT Status
    
    
    428. SPECIAL PROVISIONS
    
    
    438.1 Right to Contest
    
    
    438.1.1 Taxes and Claims by Third Parties
    
    
    438.1.2 Legal Requirements
    
    
    438.2 Borrower Fully Liable
    
    
    439. EVENTS OF DEFAULT
    
    
    449.1 Default and Events of Default
    
    
    449.1.1 Generally
    
    
    449.1.2 Note and Other Credit Documents
    
    
    449.1.3 Financial Status and Insolvency
    
    
    449.1.4 Breach of Representation or Warranty
    
    
    459.1.5 Defaults under Other Agreements
    
    
    459.1.6 Change of Control
    
    
    469.1.7 Judgments
    
    
    469.2 Grace Periods and Notice
    
    
    469.2.1 No Notice or Grace Period
    
    
    469.2.2 Nonpayment of Interest and Principal
    
    
    469.2.3 Other Monetary Defaults
    
    
    469.2.4 Nonmonetary Defaults Capable of Cure
    
    
    479.3 Certain Remedies
    
    
    479.3.1 Termination of Commitments
    
    
    479.3.2 Accelerate Debt
    
    
    479.3.3 Pursue Remedies
    
    
    479.3.4 Written Waivers
    
    
    479.3.5 Cash Collateral
    
    
    489.3.6 Enforcement of Rights
    
    
    4810. SECURITY INTEREST AND SET-OFF
    
    
    4810.1 Security Interest
    
    
    4810.2 Set-Off and Debit
    
    
    4910.3 Right to Freeze
    
    
    4910.4 Additional Rights
    
    
    5011. THE ADMINISTRATIVE AGENT AND THE LENDERS
    
    
    5011.1 Appointment of Administrative Agent
    
    
    5011.2 Administration of Facility by Administrative Agent
    
    
    5011.3 Delegation of Duties
    
    
    5111.4 Exculpatory Provisions
    
    
    5111.5 Reliance by Administrative Agent
    
    
    5111.6 Notice of Default
    
    
    5211.7 Lenders Credit Decisions
    
    
    5211.8 Administrative Agents Reimbursement and Indemnification
    
    
    5211.9 Administrative Agent in its Individual Capacity
    
    
    5311.10 Successor Administrative Agent
    
    
    5311.11 Duties in the Case of Enforcement
    
    
    5411.12 Respecting Loans and Payments
    
    
    5411.12.1 Procedures for Loans
    
    
    5411.12.2 Nature of Obligations of Lenders
    
    
    5511.12.3 Payments to Administrative Agent
    
    
    5511.12.4 Distribution of Liquidation Proceeds
    
    
    56




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##### 



Page11.12.5 Adjustments
    
    
    5611.12.6 Setoff
    
    
    5711.12.7 Distribution by Administrative Agent
    
    
    5711.12.8 Actions by Administrative Agent
    
    
    5711.13 Delinquent Lender
    
    
    5811.14 Holders
    
    
    5811.15 Assignment and Participation
    
    
    5911.15.1 Conditions to Assignment by Lenders
    
    
    5911.15.2 Certain Representations and Warranties
    
    
    5911.15.3 Register
    
    
    6011.15.4 New Notes
    
    
    6111.15.5 Participations
    
    
    6111.16 Disclosure
    
    
    6211.17 Miscellaneous Assignment Provisions
    
    
    6211.18 Reserved
    
    
    6211.19 Amendment, Waiver, Consent, Etc
    
    
    6211.20 Deemed Consent or Approval
    
    
    6311.21 Borrower Indemnification of Lenders
    
    
    6411.22 Borrowers Communication with Lenders
    
    
    6412. GENERAL PROVISIONS
    
    
    6512.1 Notices
    
    
    6512.2 Limitations on Assignment
    
    
    6712.3 Further Assurance
    
    
    6712.4 Parties Bound
    
    
    6712.5 Waivers and Extensions
    
    
    6712.6 Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial
    
    
    6712.6.1 Substantial Relationship
    
    
    6712.6.2 Place of Delivery
    
    
    6812.6.3 Governing Law
    
    
    6812.6.4 Consent to Jurisdiction
    
    
    6812.6.5 JURY TRIAL WAIVER
    
    
    6812.7 Survival
    
    
    6812.8 Cumulative Rights
    
    
    6912.9 Claims Against Administrative Agent or the Lenders
    
    
    6912.9.1 Borrower Must Notify
    
    
    6912.9.2 Remedies
    
    
    6912.9.3 Limitations
    
    
    7012.10 Obligations Absolute
    
    
    7012.11 Table of Contents, Title and Headings; Exhibits and Schedules
    
    
    7012.12 Counterparts
    
    
    7012.13 Integration
    
    
    7012.14 Time Of the Essence
    
    
    7112.15 No Oral Change
    
    
    7112.16 Monthly Statements
    
    
    7112.17 Indemnification
    
    
    7112.18 Titled Agents
    
    
    72




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##### 



Section Reference NumberSectionExhibits to Agreement:
    
    
    
    Reference NumberExhibit A
    
    Definitions
    
    
    1.1Exhibit B
    
    Assets, Funded Debt; Subsidiaries
    
    6.13, 6.16, 6.18, 7.2.13 and 7.5Exhibit C
    
    Authorized Representatives
    
    
    4Exhibit D
    
    Form of Assignment and Acceptance
    
    
    11.15.1Exhibit E
    
    Lenders Commitment
    
    
    2.1
    (a)Exhibit F
    
    Form of Note
    
    
    2.1
    (b)Exhibit G
    
    Form of Certificate
    
    
    7.2.6Exhibit H
    
    Form of Direction Letter
    
    3.1, 3.3 and 7.2.8Exhibit I
    
    Form of Notice of Borrowing
    
    
    2.1
    (c)Exhibit J
    
    Environmental Notices
    
    
    6.15Exhibit K
    
    Portfolio Investment Entities
    
    
    3.2Exhibit L
    
    Pro Forma Paydown Calculation
    
    
    3.2




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##### 



CREDIT AGREEMENT
  WITNESSETH:
  Defined Terms
 Borrower
 Use of Loan Proceeds
 Accounting Terms
 1




---



##### 



Amount of Facility
 Revolving Commitment
 Notes Exhibit F
 Loans Exhibit I
 Reduction
 Additional Loan Amount
 2




---



##### 



provided
  provided
  3




---



##### 



Exhibit
F
 4




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##### 



Exhibit E
   Letter of Credit Subfacility
 Issuance
 Notice and Reports
 5




---



##### 



Participation
 Reimbursement
  6




---



##### 



Replacement with Loans
  7




---



##### 



Renewal, Extension and Amendment
 Uniform Customs and Practices
 Nature of Issuing Lenders Duties
  8




---



##### 



Responsibility of Issuing Lender
 9




---



##### 



Conflict with LOC Documents
 Term of Facility
       10




---



##### 



Interest Rate and Payment Terms
 Borrowers Options
 Selection To Be Made
 Increased Costs
 11




---



##### 



Illegality
 Treatment of Affected Loans
    12




---



##### 



Taxes
    13




---



##### 



14




---



##### 



Capital Adequacy
 Notice
 If No Notice
 Telephonic Notice
 15




---



##### 



Limits On Options
 Payment and Calculation of Interest
   Voluntary and Mandatory Principal Payments
 Voluntary Prepayments
 Mandatory Prepayments
   16




---



##### 



Maturity
 Method of Payment; Date of Credit
 Billings
 Default Rate
 Late Charges
 17




---



##### 



Make Whole Provision
 Fees Commitment Fees
 Letter of Credit Fees
 18




---



##### 



Unused Facility Fee
  Credit Documents and Security Documents Exhibit F
 Collateral Exhibit K
  Exhibit L
 19




---



##### 



provided, however provided further
however
  Required Reduction Exhibit L
 20




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##### 



Borrower Escrow Account
  th th
  21




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##### 



22




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##### 



Exhibit C
  Satisfactory Credit Documents
 No Material Change
 Warranties and Representations Accurate
 Financials and Appraisals
 Environmental Compliance and Indemnification Agreements
 Validity and Sufficiency of Security Documents
 23




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##### 



No Other Liens; Taxes and Municipal Charges Current
 Organizational Documents and Entity Agreements
 Votes, Consents and Authorizations
 Legal and Other Opinions
 Due Diligence
 Fees and Expenses
 Guaranty
 No Default
 No Litigation
 Compliance with Covenants
 24




---



##### 



Other
 Conditions to all Loans
       Financial Information.
 25




---



##### 



No Violations
 No Litigation
 Compliance With Legal Requirements
 Use of Proceeds
 Entity Matters
 26




---



##### 



Borrower
 General Partner
 Identity of General Partner
 Valid and Binding
 Deferred Compensation and ERISA
 27




---



##### 



No Material Change; No Default
 No Broker or Finder
 Background Information and Certificates
 Consents
 Indebtedness Exhibit B
 Government Regulation
 28




---



##### 



Environmental Matters
  Exhibit J
   Portfolio Assets Exhibit B
 Full Disclosure
 29




---



##### 



Subsidiaries Exhibit
B
 No Material Adverse Contracts, Etc
 Compliance With Other Instruments, Laws, Etc
 Solvency
 REIT Status
 Patriot Act
 30




---



##### 



Notices
 Financial Statements and Reports
 Annual Statements
 Periodic Statements
 31




---



##### 



Data Requested
 Tax Returns
 Pro Forma
 Officers Certificate Exhibit G
 32




---



##### 



Information to Owners
 Portfolio Investments
 Auditors Reports
 Environmental Reports
 Notice of Default or Litigation
 33




---



##### 



Reserved
 Debt Exhibit B
 Other Information
 Financial Covenants
 Consolidated Leverage Ratio
 Minimum Interest Coverage Ratio
 Minimum Tangible Net Worth
 34




---



##### 



Minimum Fixed Charge Covenant
 Indebtedness and Restrictions on Liens, Transfers and Additional Debt
    provided
 35




---



##### 



Liens/Negative Pledges Exhibit B
 Nature of Business
 Limitations on Certain Transactions
    Investments
 36




---



##### 



Dividends and Distributions
 Transactions with Portfolio Investments
 Amendments
 ERISA
 Place for Records; Inspection
 37




---



##### 



Costs and Expenses
 Compliance with Legal Requirements
 MAI Appraisals
 Title to Properties
 Insurance
 38




---



##### 



Taxes
 Compliance with Contracts, Licenses, and Permits
 Replacement Documentation
 Perfected Interest Covenants
 Existence of the Borrower; Maintenance of REIT Status
  Right to Contest
 Taxes and Claims by Third Parties
 39




---



##### 



Legal Requirements
 Borrower Fully Liable
   Default and Events of Default
 Generally
 40




---



##### 



Note and Other Credit Documents
 Financial Status and Insolvency
 Breach of Representation or Warranty
 Defaults under Other Agreements
 41




---



##### 



Change of Control
 Judgments
 Grace Periods and Notice
 No Notice or Grace Period
 Nonpayment of Interest and Principal
 42




---



##### 



Other Monetary Defaults
 Nonmonetary Defaults Capable of Cure
 Certain Remedies
 Termination of Commitments
 Accelerate Debt
 Pursue Remedies
 Written Waivers
 43




---



##### 



Cash Collateral
 Enforcement of Rights
    Security Interest
 Set-Off and Debit
 44




---



##### 



Right to Freeze
 Additional Rights
  Appointment of Administrative Agent
 45




---



##### 



Administration of Facility by Administrative Agent
      Delegation of Duties
 Exculpatory Provisions
 46




---



##### 



Reliance by Administrative Agent
 Notice of Default
 47




---



##### 



Lenders Credit Decisions
 Administrative Agents Reimbursement and Indemnification
 Administrative Agent in its Individual Capacity
 48




---



##### 



Successor Administrative Agent
 Duties in the Case of Enforcement
 49




---



##### 



Respecting Loans and Payments
 Procedures for Loans
 Nature of Obligations of Lenders
 Payments to Administrative Agent
 50




---



##### 



Distribution of Liquidation Proceeds
      51




---



##### 



Adjustments
 Setoff
 Distribution by Administrative Agent
 Actions by Administrative Agent
 52




---



##### 



Delinquent Lender
  Holders
 53




---



##### 



Assignment and Participation
 Conditions to Assignment by Lenders Exhibit
D
 Certain Representations and Warranties
  54




---



##### 



Register
 55




---



##### 



New Notes
 Participations
 56




---



##### 



Disclosure
 Miscellaneous Assignment Provisions
 Reserved
 Amendment, Waiver, Consent, Etc
       57




---



##### 



Deemed Consent or Approval
  58




---



##### 



Borrower Indemnification of Lenders
  Borrowers Communication with Lenders
  Notices
 If to Borrower:Hines REIT Properties, L.P.c/o Hines Interests Limited Partnership2800 Post Oak Boulevard, Suite 5000Houston, Texas 77056-6118
 59




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##### 



FAX Number: (713) 966-2636Attention: Charles M. Baughn
  Hines REIT Properties, L.P.c/o Hines Interests Limited Partnership2800 Post Oak Boulevard, Suite 5000Houston, Texas 77056-6118FAX Number: (713) 966-7851Attention: Charles N. HazenandBaker Botts L.L.P.2001 Ross AvenueDallas, Texas 75201-2980FAX Number: (214) 953-6503Attention: Curt Anderson, EsquireIf to Administrative Agent:KeyBank National Association101 Federal StreetBoston, Massachusetts 02110FAX Number: (617) 204-5769Attention: Mr. John J. Murphy, Vice PresidentandKeyBank National Association127 Public Square, 2nd FloorCleveland, Ohio 44114-1306FAX Number: (216) 689-5681Attention: Robert C. Bowes, EsquireGeneral Counsel
  Goulston & Storrs, P.C.400 Atlantic AvenueBoston, Massachusetts 02110FAX Number: (617) 574-7607Attention: James H. Lerner, EsquireIf to Lenders:
 60




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##### 



KeyBank National Association101 Federal StreetBoston, Massachusetts 02110FAX Number: (617) 204-5769Attention: Mr. John J. Murphy, Vice President
  Goulston & Storrs, P.C.400 Atlantic AvenueBoston, Massachusetts 02110FAX Number: (617) 574-7607Attention: James H. Lerner, Esquire
    Limitations on Assignment
 Further Assurance
 Parties Bound
 61




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##### 



Waivers and Extensions
 Governing Law; Consent to Jurisdiction; Mutual Waiver of Jury Trial
 Substantial Relationship
 Place of Delivery
 Governing Law
 Consent to Jurisdiction
 JURY TRIAL WAIVER
 62




---



##### 



Survival
 Cumulative Rights
 Claims Against Administrative Agent or the Lenders
 Borrower Must Notify
 Remedies
 63




---



##### 



Limitations
 Obligations Absolute
 Table of Contents, Title and Headings; Exhibits and Schedules
 Counterparts
 Integration
 Time Of the Essence
 64




---



##### 



No Oral Change
 Monthly Statements
 Indemnification
 65




---



##### 



Titled Agents
  66




---



##### 



BORROWER:HINES REIT PROPERTIES, L.P., a Delawarelimited partnershipBy:
    
    Hines Real Estate Investment Trust, Inc., aMaryland corporation, its general partnerBy:
    
    /s/ Charles N. HazenName: Charles N. HazenTitle: PresidentADMINISTRATIVE AGENT:KEYBANK NATIONAL ASSOCIATION,as Administrative AgentBy:
    
    /s/ Michael M. PomposelliName: Michael M. PomposelliTitle: Relationship ManagerISSUING LENDER:KEYBANK NATIONAL ASSOCIATION,as Issung LenderBy:
    
    /s/ Michael M. PomposelliName: Michael M. PomposelliTitle: Relationship Manager




---



##### 



LENDERS:AMEGY BANK NATIONAL ASSOCIATIONBy:
    
    /s/ Julia Y. SudduthName: Julia Y. SudduthTitle: Vice PresidentCOMMERZBANK AG, NEW YORK ANDGRAND CAYMAN BRANCHESBy:
    
    /s/ David GoldmanName: David GoldmanTitle: Vice PresidentBy:
    
    /s/ Judy TamName: Judy TamTitle: Assistant Vice PresidentGMAC COMMERCIAL MORTGAGECORPORATION, a California corporationBy
    
    /s/ Robin A. OdlandName: Robin A. OdlandTitle: Senior Vice PresidentKEYBANK NATIONAL ASSOCIATION,as a LenderBy:
    
    /s/ Michael M. PomposelliName: Michael M. PomposelliTitle: Relationship Manager




---



##### 



LASALLE BANK NATIONAL ASSOCIATIONBy:
    
    /s/ Julie Anne ThickName: Julie Anne ThickTitle: Senior Vice PresidentSOVEREIGN BANKBy:
    
    /s/ Katherine FelpelName: Katherine FelpelTitle: Assistant Vice PresidentWACHOVIA BANK, NATIONALASSOCIATIONBy:
    
    /s/ Renald FerrovecchioName: Renald FerrovecchioTitle: Vice President




---



##### 



EXHIBITS:
 Section Reference NumberExhibit A
    
    Definitions
    
    1.1Exhibit B
    
    Assets, Funded Debt; Subsidiaries
    
    6.13, 6.16, 6.18, 7.2.13 and 7.5Exhibit C
    
    Authorized Representatives
    
    4Exhibit D
    
    Form of Assignment and Acceptance
    
    11.15.1Exhibit E
    
    Lenders Commitment
    
    2.1(a)Exhibit F
    
    Form of Note
    
    2.1(B)Exhibit G
    
    Form of Certificate
    
    7.2.6Exhibit H
    
    Form of Direction Letter
    
    3.1, 3.3 and 7.2.8Exhibit I
    
    Form of Notice of Borrowing
    
    2.1(c)Exhibit J
    
    Environmental Notices
    
    6.15Exhibit K
    
    Portfolio Investments
    
    3.2Exhibit L
    
    Pro Forma Reduction Calculation
    
    3.2 (g)
 70




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##### 



EXHIBIT A TO AGREEMENT
 DEFINITIONS
 Additional Commitment Date
 Additional Commitments
 Additional Lenders
 Additional Loan Amount
 Adjusted Federal Funds Rate
 Adjusted LIBOR Rate
 Administrative Agent
 Agreement
 Applicable Lending Office
 Applicable Margin
 Appraised Asset Value
 71




---



##### 



Assets
 Assignment and Acceptance
 Authorized Representatives Exhibit C
 Available For Distribution
 Banking Day
 Bankruptcy Code
 Borrower
 Borrower Escrow Account
 Borrower Obligations
 Borrowers Ownership Interests
 Borrowers Pro Rata Share
 Business Day
 72




---



##### 



Change of Control
 Closing Date
 Code
 Collateral Collateral
 (a)
    
    all of Borrowers right, title and interest (including, without limitation,
Borrowers voting rights) in any interest in each Portfolio Investment described on
Exhibit K as Pledged Interests (all interests in Portfolio Investments
included in the Collateral pursuant to this clause (a) or clause (b) below are referred
to herein as Pledged Interests);(b)
    
    all Portfolio Investments acquired by Borrower after the Closing Date;
provided, however, that, if the terms of any third party financing
proposed to be obtained in connection with the acquisition of any Portfolio Asset
relating to any such Portfolio Investment would prohibit Borrower from pledging in favor
of Administrative Agent on behalf of Lenders one hundred percent (100%) of such
Portfolio Investment, then only that portion of such Portfolio Investment that is
permitted to be pledged under the terms of such financing (and, in each case, to the
greatest extent so permitted) shall be included in the Collateral; provided
further, however, that in no event shall less than forty nine percent (49%)
of such Portfolio Investment be included in the Collateral without the consent of
Administrative Agent on behalf of Lenders, such consent not to be unreasonably withheld
or delayed;(c)
    
    all certificates or other instruments, if any, representing a Pledged Interest;(d)
    
    all Borrowers income, cash flow, rights of distribution, dividends, interest,
proceeds, accounts, fees, profits, or other rights to payment which in any way relate to
or arise out of the Pledged Interests;
 
 73




---



##### 



(e)
    
    all rights of access arising from the Pledged Interests to books, records,
information and electronically stored data relating to any of the foregoing; and(f)
    
    the Borrower Escrow Account, including all funds deposited therein pursuant to
Section 3.3 of this Agreement and any income earned on such funds.
 Combined Group
 Commitment
 Commitment Fee
 Commitment Increase
 Commitment Percentage Exhibit E
 Committed Amount
 Consolidated Leverage Ratio
 Control Controlled
 Core Fund
 Credit Documents
 Default
 Default Rate
 Delinquent Lender
 Direction Letters Exhibit H
 74




---



##### 



Dollars
 EBITDA
 Eligible Assignee
 Environmental Claim
 Environmental Indemnity
 Environmental Law(s)
 75




---



##### 



ERISA
 Event of Default
 Extension Term
 Facility
 Federal Funds Rate
 Fee Letter
 Fees
 Fixed Charges
 76




---



##### 



Funded Debt provided
 Funded Debt Documents
 Future Commitment
 GAAP
 General Partner
 Government Acts
 Governmental Authority
 Guarantor
 Guaranty
 Guaranty Obligations
 77




---



##### 



Hazardous Materials
 Increase Date
 Increase Notice
 Increasing Lender
 Indebtedness
 Individual Lender Litigation Expenses
 78




---



##### 



Interest Expense
 Interest Payment Date
 Interest Period
    Investment
 Issuing Lender
 Issuing Lender Fees
 Late Charges
 79




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##### 



Legal Requirements
 Lenders
 Letter of Credit
 LIBOR Rate Loan LIBOR Loan
 LIBOR Rate
 Lien
 80




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##### 



Liquidation Proceeds
 Loan or Loans
 LOC Commitment
 LOC Committed Amount
 LOC Documents
 LOC Obligations
 London Banking Day
 MAI Appraisal
 Mandatory Prepayments
 Make Whole Provision
 Material Adverse Effect
 81




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##### 



Maturity
 Maturity Date
 Maximum Loan Amount
 Net Cash Flow
 Net Operating Income
 82




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##### 



Net Sales Proceeds
 Notes Exhibit F
 Other Taxes
 Participation Interest
 Partnership Agreement
 Perfected Interest
 Permitted Investments
  83




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##### 



Permitted Liens Exhibit B
 Permitted Portfolio Disposition
 Person
 Plan
 84




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##### 



Plan Assets
 Pledge Agreement
 Portfolio Asset
 Portfolio Disposition
 Portfolio Investment
 Portfolio Investment Entity
 Prime Rate
 Proposed Increase Date
 Register
 Regulation D, G, T, U or X
 REIT
 Reportable Event
 Required Lenders
 85




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##### 



Required Reduction
 Reserve Percentage
 Revolving Commitment
 Security Documents
 Solvent
 Subsidiary
 Tangible Net Worth
 Taxes
 Term
 Total Asset Value
 86




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##### 



UCC
 Unused Facility Fee
 Unused Portion
 Variable Rate
 Variable Rate Loan
 87




---



##### 



Exhibit B
 ASSETS; FUNDED DEBT; SUBSIDIARIES
 Subsidiaries
    Portfolio Investments
 Name of Portfolio Investment Entity
    
    Ownership InterestHines-Sumisei U.S. Core Office Fund, L.P.
    
    107,716.86 Partnership Units
(representing 24.7988% of outstanding
Partnership Units)SPE Subsidiary
    
    
    100.000
    %McKinnon GP LLC
    
    
    100.000
    %McKinnon LP
    
    
    99.900
    %
 Portfolio Assets
 IndirectPortfolio Asset
    
    Ownership Interest425 Lexington Avenue, New York, New York
    
    10.0678%499 Park Avenue, New York, New York
    
    10.0678%1200 Nineteenth Street, N.W., Washington, D.C.
    
    10.0678%Manhattan Tower, 600 Lexington Avenue (101 East 52nd Street),
New York, New York
    
    10.0680%One Shell Plaza, 910 Louisiana Street, Houston, Texas
    
    11.3695%
 88




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##### 



IndirectPortfolio Asset
    
    Ownership InterestTwo Shell Plaza, 777 Walker Street, Houston, Texas
    
    11.3695%The KPMG Building, 55 Second Street, San Francisco, California
    
    22.7391%101 Second Street, San Francisco, California
    
    22.7391%Three First National Plaza, 70 West Madison Street, Chicago,
   Illinois
    
    18.1913%1900 Alameda de Las Pulgas and 2000 Alameda de Las Pulgas inSan Mateo, California, commonly known as California Casualty
Plaza
    
    100.0000%525 B Street, San Diego, California, commonly known as Golden
Eagle Plaza
    
    22.7391%Citymark Building, 3100 McKinnon Street, Dallas, Texas
    
    100.0000%
 89




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##### 



Existing
Funded Debt and Funded Debt Documents1
 A. Mortgage Loan for 425 Lexington Avenue, New York, NY, 499 Park Avenue,
 New York, NY and 1200 Nineteenth Street, N.W., Washington, D.C.
             
 1
    
    This list of Funded Debt and Funded Debt Documents is in
addition to the Funded Debt under the Facility and the Credit Documents (in
each case as defined in the Agreement to which this Exhibit B is
attached). 90




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##### 



B. Mortgage Loan for Manhattan Tower, 600 Lexington Avenue, New York, NY
        91




---



##### 



C. Mortgage Loan for One Shell Plaza & Two Shell Plaza, Houston, TX
    92




---



##### 



D. Mortgage Loan for The KPMG Building, 55 Second Street, San Francisco, CA
  93




---



##### 



E. Mortgage Loan for 101 Second Street, San Francisco, CA
     94




---



##### 



F. Mortgage Loan for Three First National Plaza
        95




---



##### 



G. Credit Facility for Hines-Sumisei NY Core Office Trust and Hines-Sumisei NY Core Office
Trust II
     H. Hines-Sumisei US Core Office Properties Bridge Term Loan
      96




---



##### 



I. Mortgage Loan for Golden Eagle Plaza
           97




---



##### 



EXHIBIT C TO AGREEMENT
 AUTHORIZED REPRESENTATIVES
     98




---



##### 



EXHIBIT D TO AGREEMENT
 FORM OF ASSIGNMENT AND ACCEPTANCE
 99




---



##### 



ASSIGNMENT AND ACCEPTANCE
   
 
  Note Payable to the Order of:
    
    
    
    Amount of Note($  )($  )
 100




---



##### 



ASSIGNOR:By:Title:
 101




---



##### 



ASSIGNEE:By:Title:Notice Address:Attn:Telephone No. :Telecopier No.:
 102




---



##### 



EXHIBIT E
 LENDERS COMMITMENT PERCENTAGES*
 Bank:
    
    Commitment Percentage:KeyBank National Association
    
    19.643%Commerzbank AG
    
    17.857%LaSalle Bank National Association
    
    17.857%Wachovia Bank, National Association
    
    10.714%GMAC Commercial Mortgage Corporation
    
    10.714%Sovereign Bank
    
    17.857%Amegy Bank National Association
    
    5.358%Total
    
    100.000%
 
 *
    
    The above percentages have been rounded to the nearest one-thousandth of a percent. 103




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##### 



EXHIBIT F TO AGREEMENT
 FORM OF NOTE
 104




---



##### 



PROMISSORY NOTE
 $___
    
    ______,
200 ____
 Promise To Pay
 
 Credit Agreement
  Acceleration; Event of Default
  Certain Waivers, Consents and Agreements
  105




---



##### 



Delay Not A Bar
  Partial Invalidity
  Compliance With Usury Laws
  106




---



##### 



Use of Proceeds
  Security
  Notices
  Governing Law and Consent to Jurisdiction
 Substantial Relationship
 Place of Delivery
 Governing Law
 Consent to Jurisdiction
 107




---



##### 



Waiver of Jury Trial
  No Oral Change
  Rights of the Holder
  Survival
   108




---



##### 



BORROWER:HINES REIT PROPERTIES, L.P., a Delaware limited
partnershipBy:
    
    Hines Real Estate Investment Trust, Inc., a
Maryland corporation, its general partner
 By:Name:Title:
 109




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##### 



EXHIBIT G TO AGREEMENT
 FORM OF BORROWERS CERTIFICATE
 110




---



##### 



HINES REIT PROPERTIES, L.P., a Delaware limited
partnershipBy:
    
    Hines Real Estate Investment Trust, Inc., a
Maryland corporation, its general partner
 By:Name:Title:
 111




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##### 



EXHIBIT H TO AGREEMENT
 FORM OF DIRECTION LETTER
 112




---



##### 



PAYMENT DIRECTION LETTER
   
 Payment Direction Letter for Payment of Proceeds
   
   
 113




---



##### 



Servicer
  Sincerely,HINES REIT PROPERTIES, L.P., a Delaware limited
partnershipBy:
    
    Hines Real Estate Investment Trust, Inc., a
Maryland corporation, its general partner
 By:Name:Title:
  
 114




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##### 



EXHIBIT I TO AGREEMENT
 FORM OF NOTICE OF BORROWING
 115




---



##### 



NOTICE OF BORROWING
 TO:
    
    KEYBANK NATIONAL ASSOCIATION, as agent (Administrative Agent)
for itself and such other financial institutions as may become parties to the
Credit Agreement (as hereinafter defined). Administrative Agent and such other
financial institutions are collectively referred to herein as Lender.RE:
    
    Credit Agreement dated as of September 9, 2005 (as the same may
be amended, the Credit Agreement), between Lender and HINES REIT PROPERTIES,
L.P. (the Borrower)
  
 
   (i)
    
    
    
    $(ii)
    
    
    
    $(iii)
    
    
    
    $Total Loan requested
    
    $Date on which Loan is requested to be made:  __, 200_
   116




---



##### 



117




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##### 



BORROWER:HINES REIT PROPERTIES, L.P., a Delaware limited
partnershipBy:
    
    Hines Real Estate Investment Trust, Inc., a
Maryland corporation, its general partner
 By:Name:Title:
 118




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##### 



EXHIBIT J TO AGREEMENT
 ENVIRONMENTAL NOTICES
  119




---



##### 



EXHIBIT K TO AGREEMENT
 Portfolio Investment Entities
     Portfolio Investments/Pledged Interests
     120




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##### 



EXHIBIT L TO AGREEMENT
 PRO FORMA REDUCTION CALCULATION
 Hines REIT Properties, L.P.  Pro Forma Reduction Calculation
 Pro Forma Reduction Calculation
  Net SalesDate
    
    
    Investment
    
    Sale Date
    
    
    Trans. Type
    
    
    Proceeds
    
    
    Net Asset ValueTotal
    
    $
    0Borrowers Tangible Net Worth as of xx/xx/xxxxLess: Reduction in Net Worth from Current SaleAdjusted Tangible Net Worth
    
    
    
    
    
    $
    Tangible Net Worth <= $80,000,000?
    
    
    
    
    
    
    YA
    
    
    Reduction Required based on Tangible Net Worth
    
    
    
    
    
    $
    Fund Share of Project Level Debt, after effect of portfolio dispositions aboveOutstanding FacilityTotal Debt Outstanding
    
    
    
    
    
    $
    Fund Share of Asset FMV, after effect of portfolio dispositions aboveFund Leverage
    
    
    
    
    
    #DIV/0!Leverage > 70%?
    
    
    
    
    
    #DIV/0!B
    
    
    Required Reduction based on Leverage Ratio
    
    
    
    
    
    #DIV/0!Minimum Required Reduction  Greater of A or B
    
    
    
    
    
    #DIV/0!Actual Reduction (enter as a negative)Total Outstanding after paydown
    
    
    
    
    
    $
    Availability
    
    
    
    
    
    #DIV/0!
 121