##### 



Exhibit 10.2
 AGREEMENT OF SALE AND PURCHASE
 BETWEEN
 CENTEX OFFICE CITYMARK I, L.P.,
 as Seller
 AND
 HINES REIT PROPERTIES, L.P.,
 as Purchaser
 pertaining to
 Citymark Office Building
3100 McKinnon Street
Dallas, Texas
 EXECUTED EFFECTIVE AS OF
 August 9, 2005




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##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    1Section 1.1 Definitions
    
    
    1Section 1.2 References; Exhibits and Schedules
    
    
    8ARTICLE II AGREEMENT OF SALE AND PURCHASE
    
    
    8Section 2.1 Agreement
    
    
    8ARTICLE III CONSIDERATION
    
    
    9Section 3.1 Purchase Price
    
    
    9Section 3.2 Confirmation and Assumption of Obligations
    
    
    9Section 3.3 Method of Payment of Purchase Price
    
    
    10Section 3.4 Independent Consideration
    
    
    10Section 3.5 Conditions to the Purchasers Obligations
    
    
    11ARTICLE IV EARNEST MONEY DEPOSIT AND ESCROW INSTRUCTIONS
    
    
    13Section 4.1 The Deposit
    
    
    13Section 4.2 Escrow Instructions
    
    
    13Section 4.3 Documents Deposited into Escrow
    
    
    13Section 4.4 Close of Escrow
    
    
    13Section 4.5 Termination Notices
    
    
    14Section 4.6 Indemnification of Title Company
    
    
    14Section 4.7 Maintenance of Confidentiality by Title Company
    
    
    15Section 4.8 Investment of Earnest Money Deposit
    
    
    15Section 4.9 Designation of Reporting Person
    
    
    15Section 4.10 Title Company as Seller Affiliate
    
    
    16ARTICLE V INSPECTION OF PROPERTY
    
    
    16Section 5.1 Entry and Inspection
    
    
    16Section 5.2 Document Review
    
    
    16Section 5.3 Entry and Inspection Obligations
    
    
    17Section 5.4 Due Diligence Period
    
    
    17Section 5.5 Sale As Is
    
    
    18ARTICLE VI TITLE AND SURVEY MATTERS
    
    
    19Section 6.1 Title Commitment
    
    
    19Section 6.2 Survey
    
    
    19Section 6.3 Title Review
    
    
    19Section 6.4 Title Policy
    
    
    20ARTICLE VII INTERIM OPERATING COVENANTS AND ESTOPPELS
    
    
    20Section 7.1 Interim Operating Covenants
    
    
    20Section 7.2 Estoppels
    
    
    23Section 7.3 Lease Amendments
    
    
    24Section 7.4 Lease Guaranties
    
    
    24
 i




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PageSection 7.5 Audit Cooperation
    
    
    24ARTICLE VIII REPRESENTATIONS AND WARRANTIES
    
    
    25Section 8.1 Sellers Representations and Warranties
    
    
    25Section 8.2 Purchasers Representations and Warranties
    
    
    28Section 8.3 Purchasers Obligation to Notify Seller
    
    
    28ARTICLE IX CONDEMNATION AND CASUALTY
    
    
    29Section 9.1 Significant Casualty
    
    
    29Section 9.2 Casualty of Less Than a Significant Portion
    
    
    29Section 9.3 Condemnation of Property
    
    
    29Section 9.4 Uniform Vendor and Purchaser Risk Act Not Applicable
    
    
    30ARTICLE X CLOSING
    
    
    30Section 10.1 Closing
    
    
    30Section 10.2 Purchasers Closing Obligations
    
    
    30Section 10.3 Sellers Closing Obligations
    
    
    31Section 10.4 Prorations
    
    
    32Section 10.5 Delivery of Real Property
    
    
    34Section 10.6 Costs of Title Company and Closing Costs
    
    
    34Section 10.7 Post-Closing Delivery of Tenant Notice Letters
    
    
    35ARTICLE XI BROKERAGE
    
    
    35Section 11.1 Brokers
    
    
    35ARTICLE XII POST-CLOSING ESCROW / PARENT GUARANTY
    
    
    35Section 12.1 Guaranty
    
    
    35ARTICLE XIII REMEDIES
    
    
    35Section 13.1 Default by Seller
    
    
    35Section 13.2 Default by Purchaser
    
    
    36Section 13.3 Consequential and Punitive Damages
    
    
    36Section 13.4 Survival
    
    
    36ARTICLE XIV NOTICES
    
    
    36Section 14.1 Notices
    
    
    36ARTICLE XV ASSIGNMENT AND BINDING EFFECT
    
    
    38Section 15.1 Assignment; Binding Effect
    
    
    38ARTICLE XVI PROCEDURE FOR INDEMNIFICATION AND LIMITED SURVIVAL OF REPRESENTATIONS,
WARRANTIES AND COVENANTS
    
    
    38Section 16.1 Limited Survival of Representations, Warranties and Covenants
    
    
    38ARTICLE XVII MISCELLANEOUS
    
    
    39Section 17.1 Waivers
    
    
    39Section 17.2 Recovery of Certain Fees
    
    
    39Section 17.3 Time of Essence
    
    
    39
 ii




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PageSection 17.4 Construction
    
    
    39Section 17.5 Counterparts
    
    
    39Section 17.6 Severability
    
    
    39Section 17.7 Entire Agreement
    
    
    40Section 17.8 Governing Law; Venue
    
    
    40Section 17.9 No Recording
    
    
    40Section 17.10 Further Actions
    
    
    40Section 17.11 No Other Inducements
    
    
    40Section 17.12 No Partnership
    
    
    40Section 17.13 Limitations on Benefits
    
    
    40Section 17.14 Exculpation
    
    
    41Section 17.15 Abstract or Title Policy
    
    
    41Section 17.16 Exhibits
    
    
    41
 ExhibitsExhibit A:
    
    Personal PropertyExhibit B:
    
    Legal DescriptionExhibit C:
    
    Service ContractsExhibit D-1:
    
    Major TenantsExhibit D-2:
    
    Form of Tenant Estoppel CertificateExhibit E:
    
    DocumentsExhibit F:
    
    LawsuitsExhibit G:
    
    List of TenantsExhibit H
    
    List of Specific Tenant BillingsExhibit I:
    
    Blanket Conveyance, Bill of Sale, Assignment and AssumptionExhibit J:
    
    Form of Centex Service Company Lease AmendmentExhibit K:
    
    Certification of SellerExhibit L:
    
    Non-Foreign Entity CertificationExhibit M:
    
    Tenant Notification LetterExhibit N:
    
    Assignment of Agreement of Sale and PurchaseExhibit O:
    
    Certification of Rent RollExhibit P:
    
    Rent RollExhibit Q:
    
    Form of Audit Representation LetterExhibit R:
    
    Contract GuarantyExhibit S:
    
    Form of Centex Service Company Estoppel CertificateExhibit T:
    
    Financial StatementsExhibit U:
    
    Exclusions from Licenses and PermitsExhibit V:
    
    Form of Special Warranty DeedExhibit W:
    
    Chamberlin Roofing and Waterproofing LetterExhibit X:
    
    Form of Centex Service Company Lease GuarantyExhibit Y:
    
    Form of Centex Construction Group Lease GuarantyExhibit Z:
    
    Form of Centex Construction Group Lease Amendment
 iii




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##### 



AGREEMENT OF SALE AND PURCHASE
 Agreement Effective Date Seller Purchaser
  ARTICLE I  DEFINITIONS
 Section 1.1 Definitions Section 1.1
 Additional Earnest Money Deposit Section
4.1(b)
 Affiliate
 Agreement
 Authorities
 Blanket Conveyance Section 10.2(a)
 Broker Section 11.1
 Business Day
 Casualty Notice Section 9.2
 Centex Construction Group
 1




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Centex Construction Group Lease
 Centex Construction Group Lease Amendment Section 3.5(xi)
 Centex Construction Group Lease Guaranty Section 7.4
 Centex Corporation
 Centex Estoppel Certificates Section
7.2(a)
 Centex Service Company
 Centex Service Company Estoppel Certificate Section 7.2(a)
 Centex Service Company Lease
 Centex Service Company Lease Amendment Section
3.5(x)
 Centex Service Company Lease Guaranty Section
7.4
 CERCLA
 Certificate as to Foreign Status Section
10.3(e)
 Certifying Party Section 4.5
 Closing Article X
 Closing Date
 2




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Closing Documents
 Closing Extension Deposit Section 10.1
 Closing Extension Notice Date
 Closing Statement Section 10.4(a)
 Closing Surviving Obligations Sections 3.2, 4.6, 4.7, 4.9, 5.3, 5.5, 7.1(q), 7.5, 8.1 Section 16.1 8.2, 10.4 10.6, 10.7, 11.1, 12.1, 14.1, 15.1,
16.1, Article XIII and Article XVII
 Closing Time Section 10.4(a)
 Code Section 4.9
 Deed Section 10.3(a)
 Deposit Time
 Documents Section 5.2
 Due Diligence Period Section 5.4
 Earnest Money Deposit
 Effective Date
 Environmental Requirements
 3




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Escrow Instructions Section 4.2
 Existing Survey Section 6.2
 Final Title Policy Section 6.4
 Governmental Regulations
 Contract Guaranty Exhibit R
 Hazardous Substances
 Hines
 4




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Improvements
 Independent Consideration Section 3.4
 Initial Earnest Money Deposit Section
4.1(a)
 Leasing Costs
 Licensee Parties Section 5.1(a)
 Licenses and Permits
 Local Time
 Managing Agent
 Major Tenants Section 7.2(a)
 Objections Section 6.3
 Official Records
 Operating Expenses Section 10.4(c)
 Other Party Section 4.5
 Permitted Encumbrances Section 6.3
 Personal Property Exhibit A
 Property Section 2.1
 Proration Items Section 10.4(a)
 Purchase Price Section 3.1
 5




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Purchaser
 RCRA
 Real Property Exhibit B
 Records, Plans and Guaranties Exhibit E Exhibit
E
 Rentals Section 10.4(b) Delinquent Section 10.4(b)
 Rent Roll Section 5.2
 Representation Letter Section 7.5
 Reporting Person Section 4.9(a)
 Seller
 Seller Warranties and Covenants Section
5.5
 Sellers Cure Period Section 6.3
 6




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Service Contracts Exhibit C Section 7.1(f) Section 3.2(a)
 Significant Portion
 Survey Section 6.2
 Survey Exception Section 6.4
 Tenant Deposits
 Tenant Estoppel Certificates Section
7.2(a)
 Tenant Leases Section 7.1(e)
 Tenant Notice Letters Section 10.7
 Tenants
 7




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Termination Surviving Obligations Sections 3.4, 4.5, 4.6, 4.7, 4.9, 5.3, 11.1, 14.1, 15.1 Article XIII Article XVII
 Title Company
 Title Company Coverage Letter Section 4.10
 Title Commitment Section 6.1
 Title Commitment Documents Section 6.1
 Title Policy Section 6.1
 To Purchasers Knowledge
 To Sellers Knowledge
 Waterproofing Work Section 7.1(q)
 Section 1.2 References; Exhibits and Schedules
 ARTICLE II  AGREEMENT OF SALE AND PURCHASE
 Section 2.1 Agreement Property
    8




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ARTICLE III  CONSIDERATION
 Section 3.1 Purchase Price Purchase Price Section 3.3
 Section 3.2 Confirmation and Assumption of Obligations
 Exhibit C
 9




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Section 7.1(e) Section 3.2(b)
 Section
3.2(b)(ii) Section 3.2.(c)
 Section 3.2
 Section 3.3 Method of Payment of Purchase Price Section 3.5 Section 10.4 Section 3.5 Section 10.4
 Section 3.4 Independent Consideration
 10




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Independent Consideration
 Section 3.5 Conditions to the Purchasers Obligations
 Section 8.1
 Section 10.3
     Section 7.2
 11




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Centex Service
Company Lease Amendment Exhibit J Section 10.3
 Centex
Construction Group Lease Amendment Exhibit Z Section 10.3
 Sections 7.2 and 10.3
 Section 10.3
 Section 10.3
  Section 5.2 Section 10.3(h)
 Section 4.10
 Section 3.5 Section 13.1
 12




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ARTICLE IV  EARNEST MONEY DEPOSIT AND ESCROW INSTRUCTIONS
 Section 4.1 The Deposit
 Initial Earnest
Money Deposit Section 4.8
 Additional Earnest Money Deposit Section 4.8
 Section 4.2 Escrow Instructions Article IV Escrow Instructions Article IV
 Section 4.3 Documents Deposited into Escrow
 Section 4.4 Close of Escrow Section 4.5 Section 4.3
 13




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Section 4.9
    Section 6.4
   Section 4.5 Termination Notices Section 4.5 Certifying Party Section 4.5 Other Party Section 4.6 Section 5.4
 Section 4.6 Indemnification of Title Company
 14




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Section 4.7 Maintenance of Confidentiality by Title Company
 Section 4.8 Investment of Earnest Money Deposit Article XIII
 Section 4.9 Designation of Reporting Person Section 4.9 Code
 Section 4.9 Reporting Person
   15




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Section 14.1 Exhibit B
 Section 4.10 Title Company as Seller Affiliate Title Company Coverage Letter
 ARTICLE V  INSPECTION OF PROPERTY
 Section 5.1 Entry and Inspection
 Section 5.1 Section 5.3 Licensee Parties
 Section 5.3
 Section 5.2 Document Review Documents Exhibit E Rent Roll Exhibit P
 16




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Section
5.2
 Section 5.3 Entry and Inspection Obligations
 Article V Section 5.3(b)
  Section
5.3
 Section 5.4 Due Diligence Period
 17




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Due Diligence Period
 Section 4.1(b) Section 5.4
 Section 5.5 Sale As Is" THE PROPERTY IS TO BE
SOLD TO AND ACCEPTED BY PURCHASER AT CLOSING IN ITS THEN PRESENT CONDITION, AS IS, WHERE IS, WITH
ALL FAULTS, AND WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, EXCEPT FOR THE EXPRESS
REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 8.1 OF THIS AGREEMENT, THE COVENANTS OF SELLER
WHICH SURVIVE CLOSING PURSUANT TO THE TERMS HEREOF, AND THE REPRESENTATIONS, WARRANTIES AND
COVENANTS OF SELLER IN ANY DOCUMENT TO BE DELIVERED BY SELLER TO PURCHASER AT CLOSING
(COLLECTIVELY, THE SELLER WARRANTIES AND COVENANTS). NOTWITHSTANDING ANYTHING CONTAINED HEREIN
TO THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT, EXCEPT FOR THE SELLER WARRANTIES AND COVENANTS,
SELLER, SELLERS AFFILIATES, SELLERS AGENTS, OR EMPLOYEES HAVE NOT MADE AND ARE NOT NOW MAKING,
AND THEY SPECIFICALLY DISCLAIM, ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES OF ANY KIND OR
CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, WITH RESPECT TO THE
PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO (1)
MATTERS OF TITLE; (2) ENVIRONMENTAL MATTERS OF ANY KIND RELATING TO THE PROPERTY OR ANY PORTION
THEREOF (INCLUDING THE CONDITION OF THE SOIL OR GROUNDWATER BENEATH THE PROPERTY OR THE PRESENCE OF
HAZARDOUS SUBSTANCES IN OR ON, UNDER OR IN THE VICINITY OF THE PROPERTY); (3) THE CONDITION OR USE
OF THE PROPERTY OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR FUTURE FEDERAL,
STATE OR LOCAL ORDINANCES, RULES, REGULATIONS OR LAWS, BUILDING, FIRE OR ZONING ORDINANCES, CODES
OR OTHER SIMILAR LAWS; OR (4) THE MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR
ANY PARTICULAR PURPOSE. PURCHASER FURTHER ACKNOWLEDGES AND
 18




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AGREES THAT, EXCEPT FOR THE SELLER
WARRANTIES AND COVENANTS, SELLER IS UNDER NO DUTY TO MAKE ANY AFFIRMATIVE DISCLOSURES OR INQUIRY
REGARDING ANY MATTER WHICH MAY OR MAY NOT BE KNOWN TO SELLER, ITS PARTNERS, OFFICERS, DIRECTORS,
CONTRACTORS, AGENTS OR EMPLOYEES. THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THE
CONSIDERATION FOR SELLERS ENTERING INTO THIS AGREEMENT, AND SHALL SURVIVE CLOSING. Section 5.5
 ARTICLE VI  TITLE AND SURVEY MATTERS
 Section 6.1 Title Commitment Title Commitment Title Policy Title Commitment Documents
 Section 6.2 Survey Existing Survey Survey Exhibit B
 Section 6.3 Title Review Objections Sellers Cure Period
 19




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Permitted Encumbrances
 Section 6.3
 Section 6.4 Title Policy Survey Exception Final Title
Policy
 ARTICLE VII  INTERIM OPERATING COVENANTS AND ESTOPPELS
 Section 7.1 Interim Operating Covenants
 Operations
 20




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Article
IX
 Maintain Insurance
 Personal Property
 Comply with Governmental Regulations
 Leases
     Service Contracts
 Encumbrances
 21




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##### 



Notices
 Tenant Deposits
 Condemnation
 Litigation
 Documents
 Taxes and Billings
 Property Modifications
 Representations, Warranties and Covenants
 Listing and Other Offers
 22




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Waterproofing Work Waterproofing Work Exhibit W Section 7.1(q)
 Section 7.2 Estoppels
 Exhibit
D-1 Major Tenants Tenant Estoppel Certificates ) Exhibit D-2 Centex Service Company Estoppel
Certificate Exhibit S Section
7.2(a) Centex Estoppel Certificates Exhibit D-2
 Section 7.2
 23




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Section 7.2(a) Section 13.1
 Section 7.3 Lease Amendments Exhibit J Exhibit Z
 Section 7.4 Lease Guaranties. Exhibit X Centex Service Company Lease Guaranty Exhibit Y Centex Construction Group Lease Guaranty
 Section 7.5 Audit Cooperation. Exhibit Q Representation Letter
 24




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ARTICLE VIII  REPRESENTATIONS AND WARRANTIES
 Section 8.1 Sellers Representations and Warranties Article
XVI
 Representations Regarding Authority.
 Status
 Authority
 Non-Contravention
 Non-Foreign Entity
 Representations Pertaining to the Property.
 Suits and Proceedings Exhibit F
 No Violations
 25




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Defects
 Insurance
 Environmental
 Licenses and Permits Exhibit U
 Access
 Condemnation
 Employees
 Financial Statements Exhibit
T
 26




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Documents
 Title
 No Damage
 Representations Pertaining to Tenant Leases, Rent Roll and Service Contracts.
 List of Tenants Exhibit G
 Tenant Leases Delivered to Purchaser Section 7.1(e)
 Defaults Under Tenant Leases
 Bankruptcy
 Representations to Tenants
 27




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Rentals
 Rent Roll Exhibit P Section 10.3(h) Section 10.3(h)
 Service Contracts
 Section 8.2 Purchasers Representations and Warranties
 Status
 Authority
 Non-Contravention
 Section 8.3 Purchasers Obligation to Notify Seller.
 28




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ARTICLE IX  CONDEMNATION AND CASUALTY
 Section 9.1 Significant Casualty
 Section 9.2 Casualty of Less Than a Significant Portion Casualty Notice
 Section 9.3 Condemnation of Property Section 9.3
 29




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Section 9.4 Uniform Vendor and Purchaser Risk Act Not Applicable Section 9.1 9.2 9.3
 ARTICLE X  CLOSING
 Section 10.1 Closing Closing Extension Deposit Article X Article X
 Section 10.2 Purchasers Closing Obligations Section 3.3 Section 4.3
 Exhibit I Blanket Conveyance
  Section
10.4(a)
  30




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Exhibit
J
 Exhibit
Z
  Section 10.3 Sellers Closing Obligations Section 4.3
 Deed Exhibit V
    Exhibit L Certificate as to Foreign
Status
   Exhibit O
 31




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Section
10.04(a)
 Exhibit K
 Exhibit
J
 Exhibit
Z
 Exhibit S
    Section 10.4 Prorations
 Closing Time Proration
Items Closing Statement
 32




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Rentals Delinquent Section
10.4(d)
  33




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Operating
Expenses Section 10.4(a)
 Exhibit H
 Section
3.2
 Section 10.4 Section 3.2
 Section 10.5 Delivery of Real Property
 Section 10.6 Costs of Title Company and Closing Costs
   34




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Section 10.6
 Section 10.7 Post-Closing Delivery of Tenant Notice Letters Exhibit M Tenant Notice Letters Section 10.7
 ARTICLE XI  BROKERAGE
 Section 11.1 Brokers Broker Section 11.1 Article XI
 ARTICLE XII  POST-CLOSING ESCROW / PARENT GUARANTY
 Section 12.1 Guaranty Sections 3.2, 7.1(q), 7.5, 8.1 Section 16.1 10.4 10.6, 11.1, 13.1 ( Section
13.3 and 17.2
 ARTICLE XIII  REMEDIES
 Section 13.1 Default by Seller
 35




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Section 13.3 Article XIII
 Section 13.2 Default by Purchaser Section 13.3 Article XIII
 Section 13.3 Consequential and Punitive Damages
 Section 13.4 Survival
 ARTICLE XIV  NOTICES
 Section 14.1 Notices
 36




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If to Buyer:
    
    Hines REIT Properties, L.P.c/o Hines Interests Limited Partnership2800 Post Oak Boulevard, Suite 4900Houston, Texas 77056-6118Attention: Charles N. HazenFacsimile: (713) 966-7851with a copy to:
    
    Hines Interests Limited Partnership13155 Noel RoadSuite 1850Dallas, TX 75240-684Attention: Clayton C. ElliottFacsimile: (972) 934-1460with a copy to:
    
    Baker Botts L.L.P.2001 Ross AvenueDallas, Texas 75201-2980Attention: Kristie G. KingFacsimile: (214) 661-4660If to Seller:
    
    Centex Office Citymark I, L.P.2728 N. HarwoodDallas, Texas 75201Attn: Stephen M. WeinbergFax: (214) 981-6909with a copy to:
    
    Centex Development Company2728 N. HarwoodDallas, Texas 75201-1516Attn: Drew F Nachowiak,Senior Vice President and General CounselFax: (214) 981-6866with a copy to:
    
    Gardere Wynne Sewell LLP3000 Thanksgiving Tower1601 Elm StreetDallas, Texas 75201Attn: James S. PleasantFax: (214) 999-3690If to Escrow Agent:
    
    Commerce Title Company2728 N. Harwood, 4th FloorDallas, Texas 75201Attn: Sue JacksonFax: (214) 981-6440
 37




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ARTICLE XV  ASSIGNMENT AND BINDING EFFECT
 Section 15.1 Assignment; Binding Effect Exhibit N
 ARTICLE XVI  PROCEDURE FOR INDEMNIFICATION AND LIMITED SURVIVAL OF
REPRESENTATIONS, WARRANTIES AND COVENANTS
 Section 16.1 Limited Survival of Representations, Warranties and Covenants
  Section 8.1
 38




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ARTICLE XVII  MISCELLANEOUS
 Section 17.1 Waivers
 Section 17.2 Recovery of Certain Fees Section 17.2
 Section 17.3 Time of Essence
 Section 17.4 Construction
 Section 17.5 Counterparts
 Section 17.6 Severability
 39




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##### 



Section 17.7 Entire Agreement
 Section 17.8 Governing Law; Venue
 Section 17.9 No Recording
 Section 17.10 Further Actions
 Section 17.11 No Other Inducements
 Section 17.12 No Partnership
 Section 17.13 Limitations on Benefits
 40




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##### 



Section 17.14 Exculpation
 Section 17.15 Abstract or Title Policy .
 Section 17.16
Exhibits
 Exhibit A   Exhibit B   Exhibit C   Exhibit D-1   Exhibit D-2   Exhibit E   Exhibit F   Exhibit G   Exhibit H   Exhibit I   Exhibit J   Exhibit K   Exhibit L   Exhibit M   Exhibit N
 41




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##### 



Exhibit O   Exhibit P   Exhibit Q   Exhibit R   Exhibit S   Exhibit T   Exhibit U   Exhibit V   Exhibit W   Exhibit X   Exhibit Y   Exhibit Z
 [SIGNATURES FOLLOW ON NEXT SUCCEEDING PAGE]
 42




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##### 



PURCHASER:HINES REIT PROPERTIES, L.P.,a Delaware limited partnershipBy:
    
    Hines Real Estate Investment Trust, Inc.,
a Maryland corporation, its general partnerBy:Name:Title:SELLER:CENTEX OFFICE CITYMARK I, L.P.,a Delaware limited partnershipBy:
    
    Centex Office Citymark I General Partner, LLC, a
Delaware limited liability company,Its general partnerBy:Stephen M. WeinbergChairman
 43




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##### 



JOINDER BY TITLE COMPANY
 Title Company
 COMMERCE
    
    TITLE COMPANYBy:Name:Title:
 44




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##### 



EXHIBIT A
 PERSONAL PROPERTY
 See attached.
 A-1




---



##### 



EXHIBIT B
 LEGAL DESCRIPTION
             B-1




---



##### 



B-2




---



##### 



EXHIBIT C
 SERVICE CONTRACTS




---



##### 








---



##### 



EXHIBIT D-1
 MAJOR TENANTS




---



##### 



EXHIBIT D-2
 FORM OF TENANT ESTOPPEL CERTIFICATE
  
 
 
  
 
 
  
 
 
  
 
  
 D - 2 - 1




---



##### 



[specify any defenses, offsets or credits]
 
  D - 2 - 2




---



##### 



[specify any rent concession, rent abatement or free rent]
 [specify any contributions, abatements, allowances,
credits or offsets]
    Copy to:Attn:
    
    
    
    Attn:
   D -2 - 3




---



##### 








---



##### 



EXHIBIT E
 DOCUMENTS
 See Attached.




---



##### 



EXHIBIT F
 LAWSUITS
 None.




---



##### 



EXHIBIT G
 LIST OF TENANTS




---



##### 



EXHIBIT H
 SPECIFIC TENANT BILLINGS




---



##### 



EXHIBIT I
 BLANKET CONVEYANCE, BILL OF SALE,  ASSIGNMENT AND ASSUMPTION
 Seller Purchaser
 Exhibit
A-1 Personal Property Exhibit A Real Property Improvements
 Exhibit B Service Contracts
 Tenant
Leases Tenants Exhibit C Tenant Deposits Exhibit C
 Licenses and Permits
 Rights of Action
  I-1




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##### 



Intangible Property Rights
    Property.
 Blanket Conveyance
 I-2




---



##### 



AGREEMENT OF SALE AND PURCHASE
     
 SELLER:CENTEX OFFICE CITYMARK I, L.P.,a Delaware limited partnershipBy:
    
    Centex Office Citymark I General Partner, LLC, aDelaware limited liability company,Its general partnerBy:Stephen M. WeinbergChairman
 I-3




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##### 



PURCHASER:By:Name:Title:
 I-4




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##### 



EXHIBIT J
 FORM OF CENTEX SERVICE COMPANY LEASE AMENDMENT
 FIRST AMENDMENT TO OFFICE LEASE
 Amendment Effective Date Landlord Tenant
  Original
Landlord Lease Premises Building
      Defined Terms
  Paragraph 1, Minimum Rent
 J-1




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##### 



Extension of the Lease Term
 Original Expiration Date Exhibit A CTX Mortgage Space CTX
Mortgage Space Expiration Date CTX Mortgage Space Extended Term
 Paragraph 1, Notices
 Tenant:
    
    Centex Service Company2728 North HarwoodDallas, Texas 75201-1516Attn:  Michael S. AlbrightFax:   (214) 981-6859with a copy to:
    
    Centex Corporation2728 North HarwoodDallas, Texas 75201-1516Attn:  Brian WoramFax:   (214) 981-6855
 Landlord:c/o Hines Interests Limited Partnership2800 Post Oak Boulevard, Suite 4900Houston, Texas 77056-6118Attention:Charles N. HazenFax:   (713) 966-7851
 J-2




---



##### 



with a copy to:
    
    Hines Interests Limited Partnership13155 Noel RoadSuite 1850Dallas, TX 75240-684Attention:
    
    Clayton C. ElliottFax:
    
    (972) 934-1460
 Paragraphs 1 and 15, Permitted Use Exhibit B
 Paragraph 10(f), Operating Costs
  Paragraphs 10(i) and 10(j), Taxes
 Paragraph 12(a), Assignment and Subletting
 J-3




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##### 



Paragraph 18(b), Liability of Landlord
  Paragraph 20(a), Tenants Insurance
  Paragraph 29, Events of Default
  Paragraph 58, Title to the Land
 Paragraph 62, Berry Brown Space
 Exhibit E, Contractors Insurance Requirements
   J-4




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##### 



Exhibit F, Tenant Estoppel Exhibit F Exhibit C
 Guaranty
  Exhibit D
 Brokers
  Full Force and Effect
   J-5




---



##### 



LANDLORD:By:Name:TitleTENANT:CENTEX SERVICE COMPANY,a Nevada corporationBy:Name:Title:
 J-6




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##### 



EXHIBIT A TO FIRST AMENDMENT  CTX MORTGAGE SPACE
 J-7




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##### 



EXHIBIT B TO FIRST AMENDMENT  BREAK ROOM AREA
 J-8




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##### 



EXHIBIT C TO FIRST AMENDMENT  FORM OF TENANT ESTOPPEL
 EXHIBIT F  TENANT ESTOPPEL
 TO:and:
  Tenant Exhibit A Lease
 (a)
    
     The Tenant is a ___ [entity].The landlord (Landlord) is
___.(b)
    
    The Lease is presently in effect and unmodified. Tenant has been advised that
said Lease will be assigned to ___ (___) [as security for a mortgage
loan that may be made by ___ to Landlord in the original principal amount of
___].(c)
    
    The Lease term commenced on ___ and terminates on ___.(d)
    
    Tenant has accepted possession of the leased premises under the Lease and any
improvements or payments required by the terms of the Lease to be made by the Landlord
have been completed or paid. All allowances and contributions (if any) payable by
Landlord for Tenants improvements (or for any other purpose) have been paid.(e)
    
    The Tenant is paying $___ [rental amount]per [month/quarter/year]as rent
to Landlord under the Lease. The estimated additional rent payable pursuant to the
Lease on account of real estate taxes, insurance, common area maintenance
 J-9




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##### 



expenses and operating expenses in the amount of
$____   per [month/quarter/year],
and the [base year/base amount]for such costs and expenses is ___. Base rent
has been paid through and including ___, 20___.(f)
    
    No rent under the Lease has been paid more than thirty (30) days in advance of
its due date. As of the date hereof, Tenant has no outstanding offsets or credits
against, or deductions from, or free rent period entitlements with respect to its
future rent obligations, except as
follows:____________(g)
    
    Tenant is not in default under the Lease, and, to Tenants knowledge, Landlord
is not in default under the Lease and no condition exists that with the passage of time
or giving of notice or both would constitute such a default. Tenant has no claim,
charge, defense or offset under the Lease. Tenant has not assigned, transferred or
hypothecated its interest under the Lease.(h)
    
    Tenant has not made any payment to Landlord as a security deposit or rental
deposit except any payment expressly provided for in the Lease as
follows: ________ [describe
amount and nature of payment.](i)
    
    Tenant has no expansion, renewal, termination, first refusal or purchase rights
except as
follows:____________.(j)
    
    As of the date hereof, Tenant has no outstanding offsets or credits against, or
deductions from, or free rent period entitlements with respect to, its future rent
obligations, except as follows: .____________(k)
    
    There are no actions, whether voluntary or otherwise, pending against Tenant
under the bankruptcy, debtor reorganization, moratorium or similar laws of the United
States, any state thereof or any other jurisdiction.(l)
    
    Tenant hereby agrees that the subordination and attornment provisions of the
Lease shall apply for the benefit of ___, its successors and assigns with
respect to the above-described mortgage loan, and all extensions, renewals, increases
and modifications thereof.
 J-10




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By:(Name)

    (Title)
 J-11




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EXHIBIT D TO FIRST AMENDMENT  FORM OF LEASE GUARANTY
 LEASE GUARANTY AGREEMENT
 Guaranty
 Term
 Representations and Warranties of Guarantor
    J-12




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Waiver of Rights
 Notice of Defaults
 J-13




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Release of Parties Liable, Renewals, etc.
 Primary Liability of Guarantor J-14
         Subordination and Waiver of Subrogation
 Place of Performance; Attorneys Fees J-15
        Additional Liability of Guarantor
 Cumulative Rights
 Applicable Law
 Usury
 Landlords Assigns
 J-16




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Notices
 Centex Corporation2728 North HarwoodDallas, Texas 75201-1516Attn:    Brian Woram
  Payments
 No Right of Possession Upon Payment
 Entire Agreement
 Severability
 Further Instruments
 J-17




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##### 



GUARANTOR:Centex Corporation, a Nevada corporationBy:Name:Title:
 THE STATE OF ___
    
    §§COUNTY OF ___
    
    §
   Notary Public in andfor the State of ___
 J-18




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EXHIBIT K
 CERTIFICATION OF SELLER
 Sale Agreement Seller Purchaser
     [Insert any exceptions to representations and warranties of Seller.]
 
 SELLER:CENTEX OFFICE CITYMARK I, L.P.,a Delaware limited partnershipBy:
    
    Centex Office Citymark I General Partner, LLC, a Delaware limited liability company,
Its general partnerBy:Stephen M. WeinbergChairman
 K-1




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EXHIBIT L
 NON-FOREIGN ENTITY AFFIDAVIT
 Transferor
     
 
   
 TRANSFEROR:CENTEX OFFICE CITYMARK I, L.P.,
a Delaware limited partnershipBy:
    
    Centex Office Citymark I General Partner, LLC, a Delaware limited liability company,
Its general partnerBy:Stephen M. Weinberg
Chairman
 L-1




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THE STATE OF
    
    
    
    §§COUNTY OF
    
    
    
    §
  Notary Public in and for the State of TexasPrinted or Typed Name of NotaryMy Commission Expires:
 L-2




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##### 



EXHIBIT M
 TENANT NOTIFICATION LETTER
  
 
 
 Re:
    
    Sale of the Property located at 3100 McKinnon Street, Dallas, Texas and
commonly known as Citymark Office Building (the Property)
   
 [ ] [consisting of a letter of credit dated issued by ]
  [Insert address and, if applicable, account number.]
 SELLER:CENTEX OFFICE CITYMARK I, L.P.,
a Delaware limited partnershipBy:
    
    Centex Office Citymark I General Partner, LLC, a Delaware limited liability company,
Its general partnerBy:Stephen M. WeinbergChairman
 M-1




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##### 



PURCHASER:By:Name:Title:
 M-2




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EXHIBIT N
 ASSIGNMENT OF  AGREEMENT OF SALE AND PURCHASE
  RECITALS
 Exhibit A
  ASSIGNMENT
  Assignment of Sale Agreement
 Assumption
 No Release
 N-1




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##### 



Amendment to Sale Agreement
   Representations and Warranties of Assignee
 Ratification of Agreements
 Governing Law
  PURCHASER:HINES REIT PROPERTIES, L.P.,a Delaware limited partnershipBy:
    
    Hines Real Estate Investment Trust, Inc.,
a Maryland corporation, its general partnerBy:Name:Title:
 N-2




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##### 



ASSIGNEE:By:Name:Title:SELLER:CENTEX OFFICE CITYMARK I, L.P.,
a Delaware limited partnershipBy:
    
    Centex Office Citymark I General Partner, LLC, a Delaware limited liability company,Its general partnerBy:Stephen M. WeinbergChairman
 N-3




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##### 



EXHIBIT O
 CERTIFICATION OF RENT ROLL
 STATE OF TEXAS
    
    §§
    
    KNOW ALL MEN BY THESE PRESENTS:COUNTY OF DALLAS
    
    §
 Seller Purchaser
 Exhibit A
  SELLER:CENTEX OFFICE CITYMARK I, L.P.,
a Delaware limited partnershipBy:
    
    Centex Office Citymark I General Partner, LLC, a
Delaware limited liability company,Its general partnerBy:Stephen M. Weinberg
Chairman
 O-1




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##### 



EXHIBIT P
 RENT ROLL
 See attached.
 P-1




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##### 



EXHIBIT Q
 FORM OF AUDIT REPRESENTATION LETTER
 
 
     1.
    
    The general ledger details provided to you were generated from our general ledger and are
complete and accurate for the fiscal year ended March 31, 2005 and for the three (3) months
ending June 30, 2005.
 2.
    
    We have no knowledge of any fraud or suspected fraud affecting the Property involving (1)
management, (2) employees who have significant roles in the Propertys internal control (3)
others where the fraud could have a material effect on the statements of revenues and certain
operating expenses.
 3.
    
    We have no knowledge of any allegations of fraud or suspected fraud affecting the Property
received in communications from employees, former employees or others.
 Q-1




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##### 



4.
    
    There have been no communications from regulatory agencies concerning noncompliance with or
deficiencies in financial reporting practices.
 
 5.
    
    To the extent applicable related-party transactions, including sales and leasing
arrangements, have been properly recorded or disclosed in the statements of revenues and
certain operating expenses.
 6.
    
    There are no transactions that have not been properly recorded in the accounting records
underlying the statements of revenues and certain operating expenses.
 7.
    
    We have complied with all aspects of contractual agreements that would have an effect on the
statements of revenues and certain operating expenses in the event of noncompliance.
 8.
    
    Except for the matters disclosed, no events have occurred subsequent to March 31, 2005 that
require consideration as adjustments to, or disclosures in, the statements of revenues and
certain operating expenses.
 Q-2




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EXHIBIT R
 CONTRACT GUARANTY
 FORM OF PARENT GUARANTY
 Agreement Seller    Purchaser Guarantor  Sections 3.2, 7.1(q), 7.5, 8.1, 10.4, 10.6, 11.1, 13.1 and 17.2 Guaranteed Sections Sections 13.3 and 16.1
 Sections 13.3 and 16.1
       R-1




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R-2




---



##### 



GUARANTOR:
 
 By:Name:Title:
 R-3




---



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EXHIBIT S
 FORM OF CENTEX SERVICE COMPANY ESTOPPEL CERTIFICATE
 From:
    
    Centex Service Company2728 North Harwood StreetDallas, Texas 75201-1516Attn: Michael S. Albright(Tenant)To:
    
    Hines REIT Properties, L.P.c/o Hines Interests Limited Partnership2800 Post Oak Boulevard, Suite 4900Houston, Texas 77056-6118Attention: Charles N. Hazen(Purchaser)Centex Office Citymark I, L.P.c/o Centex Office Citymark IGeneral Partner, LLC2728 North Harwood StreetDallas, Texas 75201-1516Attn: Richard C. Decker(Landlord)
 Lease: Lease
 Premises: Premises Building
   S-1




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S-2




---



##### 



TENANTCentex Service Company,a Nevada corporationBy:Name:Title:
 S-3




---



##### 



EXHIBIT T
 FINANCIAL STATEMENTS
                        T-1




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##### 



EXHIBIT U
 EXCLUSIONS FROM LICENSES AND PERMITS
  1.
    
    Suite 100A
    
    Centex Employee Break Room2.
    
    Suite 155
    
    Mail Room3.
    
    Suite 170
    
    Centex Service Company4.
    
    Suite 905A
    
    Mesa Design Associates, Inc.  Storage Space5.
    
    Suite 905 B
    
    Mesa Design Associates, Inc.6.
    
    Suite 940
    
    Mesa Design Associates, Inc.7.
    
    Suite 940A
    
    Mesa Design Associates, Inc.8.
    
    Suite 950 B
    
    Law Offices of Clay Crawford9.
    
    Suite 1050
    
    Centex Service Company10.
    
    Suite 1050A
    
    Centex Service Company11.
    
    Suite 1100
    
    Centex Service Company12.
    
    Fitness Center
    
    Centex Fitness Center
 U-1




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##### 



EXHIBIT V
 FORM OF SPECIAL WARRANTY DEED
 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE
FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS:
YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVERS LICENSE NUMBER.
 SPECIAL WARRANTY DEED
 STATE OF TEXAS
    
    §§
    
    KNOW ALL PERSONS BY THESE PRESENTS:COUNTY OF DALLAS
    
    §
 Grantor    Grantee    Exhibit A Property
 Exhibit B Permitted Exceptions
 DEED  AGREEMENT OF SALE AND
 V-1




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PURCHASE
  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 V-2




---



##### 



GRANTOR:CENTEX OFFICE CITYMARK I, L.P.,a Delaware limited partnershipBy:
    
    Centex Office Citymark I General Partner, LLC,a Delaware limited liability company,Its general partnerBy:Stephen M. WeinbergChairman
 THE STATE OF§§COUNTY OF§
  Notary Public in and for the State of TexasPrinted or Typed Name of NotaryMy Commission Expires:
 V-3




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EXHIBIT W
 CHAMBERLIN ROOFING AND WATERPROOFING LETTER
 See attached.
 W-1




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EXHIBIT X
 FORM OF CENTEX SERVICE COMPANY LEASE GUARANTY
 LEASE GUARANTY AGREEMENT
 Guaranty
 Term
 Representations and Warranties of Guarantor
    X-1




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Waiver of Rights
 Notice of Defaults
 X-2




---



##### 



Release of Parties Liable, Renewals, etc.
 Primary Liability of Guarantor
 X-3




---



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Subordination and Waiver of Subrogation
 Place of Performance; Attorneys Fees
 X-4




---



##### 



Additional Liability of Guarantor
 Cumulative Rights
 Applicable Law
 Usury
 Landlords Assigns
 X-5




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##### 



Notices
 Centex Corporation2728 North HarwoodDallas, Texas 75201-1516Attn: Brian Woram
  Payments
 No Right of Possession Upon Payment
 Entire Agreement
 Severability
 Further Instruments
 X-6




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##### 



GUARANTOR:Centex Corporation, a Nevada corporationBy:Name:Title:
 THE STATE OF
    
    §§COUNTY OF
    
    §
 
 
 Notary Public in andfor the State of
 X-7




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EXHIBIT Y
 FORM OF CENTEX CONSTRUCTION GROUP LEASE GUARANTY
 LEASE GUARANTY AGREEMENT
 Guaranty
 Term
 Representations and Warranties of Guarantor
    Y-1




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Waiver of Rights
 Notice of Defaults
 Y-2




---



##### 



Release of Parties Liable, Renewals, etc.
 Primary Liability of Guarantor
 Y-3




---



##### 



Subordination and Waiver of Subrogation
 Place of Performance; Attorneys Fees
 Y-4




---



##### 



Additional Liability of Guarantor
 Cumulative Rights
 Applicable Law
 Usury
 Landlords Assigns
 Y-5




---



##### 



Notices
 
  Payments
 No Right of Possession Upon Payment
 Entire Agreement
 Severability
 Further Instruments
 Y-6




---



##### 



GUARANTOR:Centex Corporation, a Nevada corporationBy:Name:Title:
 THE STATE OF
    
    §§COUNTY OF
    
    §
 
 
 Notary Public in andfor the State of
 Y-7




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EXHIBIT Z
 FORM OF CENTEX CONSTRUCTION GROUP LEASE AMENDMENT
 SECOND AMENDMENT TO OFFICE LEASE
 Amendment Effective Date Landlord Tenant
  Original
Landlord Original Lease Original Premises Building
 First Amendment Lease Expansion Space Premises
   Centex
   Z-1




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Defined Terms
  Paragraph 1.1, Definitions
 Guarantor
  Tenant:
    
    Centex Construction Group Services, L.L.C.3100 McKinnon, Suite 1000Dallas, Texas 75201Attn: PresidentFax: (214) 468-4771with a copy to:
    
    Centex Corporation2728 North HarwoodDallas, Texas 75201-1516Attn: Brian WoramFax: (214) 981-6855Landlord:
    
    c/o Hines Interests Limited Partnership2800 Post Oak Boulevard, Suite 4900Houston, Texas 77056-6118Attention: Charles N. HazenFax: (713) 966-7851with a copy to:
    
    Hines Interests Limited Partnership13155 Noel RoadSuite 1850Dallas, TX 75240-684Attention: Clayton C. ElliottFax: (972) 934-1460Guarantor:
    
    Centex Corporation2728 North HarwoodDallas, Texas 75201-1516Attn: Brian WoramFax: (214) 981-6855
 Z-2




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Paragraph 8.3, Transfer Requirements
  Paragraph 12.1, Default by Tenant
    Paragraph 12.4, Limitation on Landlords Liability
  Guaranty Exhibit A
 Brokers
 Z-3




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Full Force and Effect
  Z-4




---



##### 



LANDLORD:By:Name:TitleTENANT:CENTEX CONSTRUCTION GROUP SERVICES, L.L.C.,
a Delaware limited liability companyBy:Name:Title
 Z-5




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##### 



EXHIBIT A TO SECOND AMENDMENT TO OFFICE LEASE
 FORM OF LEASE GUARANTY
 LEASE GUARANTY AGREEMENT
 Guaranty
 Term
 Representations and Warranties of Guarantor
    Z-6




---



##### 



Waiver of Rights
 Notice of Defaults
 Z-7




---



##### 



Release of Parties Liable, Renewals, etc.
 Primary Liability of Guarantor
 Z-8




---



##### 



Subordination and Waiver of Subrogation
 Place of Performance; Attorneys Fees
 Z-9




---



##### 



Additional Liability of Guarantor
 Cumulative Rights
 Applicable Law
 Usury
 Landlords Assigns
 Z-10




---



##### 



Notices
 
  Payments
 No Right of Possession Upon Payment
 Entire Agreement
 Severability
 Further Instruments
 Z-11




---



##### 



GUARANTOR:Centex Corporation, a Nevada corporationBy:Name:Title:
 THE STATE OF
    
    §§COUNTY OF
    
    §
 
 
 Notary Public in andfor the State of
 Z-12