##### 



Exhibit 4.64
  FIRST AMENDMENT  TO AIRPORT CORPORATE CENTER OFFICE LEASE
 First Amendment st HINES REIT AIRPORT CORPORATE
CENTER LLC Landlord NCL (BAHAMAS) LTD D/B/A NORWEGIAN CRUISE LINE Tenant
 RECITALS
 Lease Existing Premises th Building 11 th Building 10
  TERMS
  Recitals
 Terms
 Building 10 Third Floor Premises Building 10 Third Floor Premises Existing Tenant Existing Lease Expiration Date




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TENANT:NCL (BAHAMAS) LTD.,a Bermuda company D/B/A
NORWEGIAN CRUISE LINEWitnesses:/s/
James Travers
    
    By:
    

/s
Mark E. WarrenPrint Name:
    
    James Travers
    
    Name:
    
    Mark E. WarrenTitle:
    
    Executive Vice President &
General Counsel/s/
George ChesneyPrint Name:
    
    George Chesney
  2




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LANDLORD:HINES REIT AIRPORT CORPORATE CENTER LLC,
a Delaware limited liability company or its
affiliateBy:
    
    HINES REIT PROPERTIES, L.P.,
a Delaware limited partnership
Its Sole MemberBy:
    
    HINES REAL ESTATE INVESTMENT
TRUST, INC.,
a Maryland corporation
Its General PartnerWitnesses:/s/ David Steinbach
    
    
    
    
    
    By:
    /s/ Signature IllegiblePrint Name: David Steinbach
    
    
    
    
    
    

    Frank ApolloIts: Chief Accounting Officer/s/ Todd HainesPrint Name:
    Todd Haines
 3




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Exhibit 4.64
 SECOND AMENDMENT  TO AIRPORT CORPORATE CENTER OFFICE LEASE
 Amendment nd HINES
REIT AIRPORT CORPORATE CENTER LLC Landlord NCL (BAHAMAS) LTD D/B/A NORWEGIAN CRUISE LINE Tenant
 RECITALS
 Lease Existing
Premises th Building 11 th Building 10
  TERMS
  Recitals
 Terms
 Expansion Expansion Space Commencement
Date Expansion Term Expansion Space
 Exhibit A




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Rental Exhibit
B Expansion Space Base Rent
 Tenant Improvement Allowance Expansion Allowance Exhibit E
 Security Deposit Expansion
Letter of Credit Expansion Letter of Credit Amount
 2




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Termination of Original Lease
 Brokers
 Entire Agreement
 3




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Miscellaneous
        Effect of Delivery
 WAIVER OF JURY TRIAL
 4




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TENANT:NCL (BAHAMAS) LTD.,a Bermuda company D/B/A
NORWEGIAN CRUISE LINEWitnesses:/s/ Sandra Dominguez
    
    By:
    
    /s/ Mark E. WarrenPrint Name:
    Sandra Dominguez
    
    Name:
    Mark E. WarrenTitle:
    EVP, General Counsel & Assistant Secretary/s/ Fatima KievskiPrint Name:
    
    Fatima Kievski LANDLORD:HINES REIT AIRPORT CORPORATE CENTER LLC,
a Delaware limited liability company or its
affiliateBy:
    
    HINES REIT PROPERTIES, L.P., 
a Delaware limited partnership 
Its Sole MemberBy:
    
    HINES REAL ESTATE INVESTMENT
TRUST, INC.,
a Maryland corporation
Its General PartnerWitnesses:/s/ Signature Illegible
    
    
    
    
    By:
    
    /s/ Signature IllegiblePrint
Name:
    
    
    
    
    
    
    
    

    Frank ApolloIts: Chief Accounting Officer/s/
Renee WatsonPrint Name:
    
    Renee Watson
 5




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EXHIBIT A  EXPANSION SPACE
 6




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EXHIBIT B  EXPANSION SPACE BASE RENT
 Base Rent
    
    RentableLease Year
    
    (Per Annum Rate per RSF)
    
    Square Feet1*
2
3
    
    [**]
[**]
[**]
    
    
    4,534
4,534
4,5344
5
6
    
    [**]
[**]
[**]
    
    
    4,534
4,534
4,5347
    
    [**]
    
    
    4,5348
9
10
    
    [**]
[**]
[**]
    
    
    4,534
4,534
4,53411
12
    
    [**]
[**]
    
    
    4,534
4,53413**
    
    [**]
    
    
    4,534
 Notes:
    
    (a)
    
    Each Lease Year is a calendar year of 365/6 days.(b)
    
    In addition to the Expansion Space Base Rent, Tenant shall also be
obligated to pay Additional Rent for the Expansion Space, including, without
limitation, Tenants pro rata share of Operating Expenses and parking rental
pursuant to the terms of the Lease, as amended hereby.*
    
    The first lease year refers to the eight-month period commencing on
the Expansion Space Commencement Date and continuing until November 30, 2007.**
    
    This lease year is only a two-month period.
 
 7




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Exhibit 4.64
 THIRD AMENDMENT  TO AIRPORT CORPORATE CENTER OFFICE LEASE
 Amendment st Effective Date HINES REIT
AIRPORT CORPORATE CENTER LLC Landlord NCL (BAHAMAS)
LTD D/B/A NORWEGIAN CRUISE LINE Tenant
 RECITALS
 Lease Existing Premises th th
  TERMS
  Recitals
 Terms
 Storage Space Storage Space
 Temporary Storage Space Storage Space
Commencement Date th Building 7 Exhibit A-1 Temporary Storage Space




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Permanent Storage Space Occupancy Date th Building 3 Exhibit A-2 Permanent Storage Space
 Term Storage Space Term
 Leased Premises Leased Premises
 Rental Exhibit B Storage Space Base
Rental Exhibit C
 Utilities Storage Space Utilities
 2




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Landlords Relocation Right New Premises
    As-Is AS-IS
 Termination
 3




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Parking
 Signage
 Brokers Broker
 Entire Agreement
 Miscellaneous
      4




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Effect of Delivery
 WAIVER OF JURY TRIAL
  TENANT:NCL (BAHAMAS) LTD.,a Bermuda company D/B/A
NORWEGIAN CRUISE LINEWitnesses:/s/
Sandra Dominguez
    
    By:
    

/s/
Bonnie BiumiPrint Name:
    
    Sandra Dominguez
    
    Name:
    
    Bonnie BiumiTitle:
    
    Executive Vice President &
Chief Financial Officer/s/
Rosanna PinaPrint Name:
    
    Rosanna Pina
 5




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LANDLORD:HINES REIT AIRPORT CORPORATE CENTER LLC,
a Delaware limited liability company or its
affiliateBy:
    
    HINES REIT PROPERTIES, L.P.,
a Delaware limited partnership
Its Sole MemberBy:
    
    HINES REAL ESTATE INVESTMENT
TRUST, INC., 

a Maryland corporation 
Its General PartnerWitnesses:By:/s/
Ketinna Williams
    
    
    
    
    
    


/s/
Signature IllegiblePrint Name:
    
    Ketinna Williams
    
    
    
    
    
    

    Name:Its:/s/
Terri TreadwellPrint Name:
    
    Terri Treadwell
 6




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EXHIBIT A-1  TEMPORARY STORAGE SPACE
 7




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EXHIBIT A-2  PERMANENT STORAGE SPACE
 8




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EXHIBIT B  STORAGE SPACE BASE RENT
 Storage Space Base RentalLease Year
    
    Period
    
    per Lease Year1
    
    07/20/07-11/30/07
    
    [**]2
    
    12/01/07-11/30/08
    
    [**]3
    
    12/01/08-11/30/09
    
    [**]4
    
    12/01/09-11/30/10
    
    [**]5
    
    12/01/10-11/30/11
    
    [**]6
    
    12/01/11-06/30/12
    
    [**]
 Notes:
    
    (a)
    
    Lease Year 1 is the period commencing on the Storage Space Commencement Date and
continuing until November 30, 2007.(b)
    
    In addition to the Storage Space Base Rental, Tenant shall also be
obligated to pay Additional Rental for the Storage Space, including, without
limitation, Tenants Percentage Share of Storage Space Operating Expenses and
parking rental pursuant to the terms of the Lease, as amended hereby.
 9




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EXHIBIT C
 STORAGE SPACE OPERATING EXPENSES
 Schedule C-1A TSS Land th TSS
Building TSS Property Schedule C-1B PSS Land th PSS Building PSS Property Exhibit C-1B Storage Space Property Storage Space Land Building
 Storage Space Operating Expenses
 Storage Space Operating Costs
 (i)
    
    wages and salaries, including taxes, insurance and benefits, of
all on and off-site employees engaged in operations, management, maintenance,
repair, replacement or access control, as reasonably allocated by Landlord and
rent for and expenses associated with the Projects management office;
 10




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(ii)
    
    cost of all supplies, tools, equipment and materials to the
extent used in operations, management, maintenance, repairs or replacements, as
reasonably allocated by Landlord;(iii)
    
    cost of all utilities, including, but not limited to, the cost
of electricity, the cost of water and the cost of power for heating, lighting,
air conditioning and ventilating;(iv)
    
    the cost of trash and garbage removal, cleaning, vermin
extermination and debris removal, and other services;(v)
    
    cost related to and fees payable under all maintenance,
management and service agreements, including, but not limited to, a management
fee contribution equal to three percent (3%) of the gross revenues of the
Building;(vi)
    
    costs related to those agreements related to garage operations,
window cleaning, janitorial service, pest control and landscaping maintenance;(vii)
    
    cost of inspections, repairs, maintenance and replacements
(except to the extent covered by proceeds of insurance); provided the cost of
capital repairs and replacements shall be amortized over such reasonable period
of time as Landlord shall determine and only the portion of such costs
allocable to any calendar year (plus interest on the unpaid balance of such
costs) may be included in the Storage Space Operating Costs for such calendar
year;(viii)
    
    the cost of legal and accounting services incurred by Landlord relating to
management and maintenance of the Project but not including any such expenses
related to leasing of space in the Project;(ix)
    
    amortization of the cost (plus interest on the unpaid balance
of such costs) of any system, apparatus, device, or equipment which is
installed for the principal purpose of (i) reducing Storage Space Operating
Expenses, (ii) promoting safety, or (iii) complying with governmental
requirements;(x)
    
    the cost of all insurance, including, but not limited to, the
cost of casualty, rental loss and liability insurance, and insurance on
Landlords personal property, plus the cost of all deductible and co-insurance
payments made by Landlord in connection therewith;(xi)
    
    amounts due under easements, operating agreements, parking
operating agreements, declarations, covenants or instruments encumbering the
Storage Space Land;(xii)
    
    reasonable replacement reserves;
 11




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(xiii)
    
    cost of maintaining, striping, repairing, replacing, repaving and lighting
grounds, streets, parking areas, sidewalks, curbs, walkways, landscaping,
drainage and lighting facilities; and(xiv)
    
    all taxes, assessments and governmental charges, whether or
not directly paid by Landlord, whether federal, state, county or municipal and
whether they be by taxing districts or authorities presently taxing the Storage
Space Land, Storage Space Property, Project, Parking Areas and related common
areas or by others subsequently created or otherwise, and any other taxes,
assessments and governmental charges attributable to the Storage Space Land,
Storage Space Property, Project, Parking Areas and that portion of the common
areas or their operation, excluding, however, taxes and assessments
attributable to the personal property of other tenants, federal and state taxes
on income, death taxes, franchise taxes, and any taxes imposed or measured on
or by the income of Landlord from the operation of the Storage Space Property
or imposed in connection with any change of ownership of the Storage Space
Property. Tenant acknowledges and agrees that Landlord shall have the
exclusive right to contest, protest and/or appeal taxes, assessments, levies,
impositions on the Project, including the Storage Space Property. Consultation,
legal fees and costs resulting from any challenge of tax assessments as
reasonably allocated by Landlord shall also be included in Storage Space
Operating Costs. It is agreed that Tenant shall be responsible for ad valorem
taxes on its personal property and on the value of the Leasehold Improvements
in the Storage Space to the extent that the same exceed the Tenant Improvement
Allowance (and if the taxing authorities do not separately assess Tenants
Leasehold Improvements, Landlord may make a reasonable allocation of the ad
valorem taxes allocated to the Storage Space Property to give effect to this
sentence). In the case of special taxes and assessments which may be payable
in installments, only the amount of each installment accruing during a calendar
year shall be included in the Storage Space Operating Costs for such year.
 Variable Storage
Space Operating Costs
 12




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SCHEDULE C-1A  TSS LAND
 13




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SCHEDULE C-1B  PSS LAND
 14




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Exhibit 4.64
 FOURTH AMENDMENT  TO AIRPORT CORPORATE CENTER OFFICE LEASE
 Amendment th HINES REIT AIRPORT CORPORATE
CENTER LLC Landlord NCL (BAHAMAS) LTD D/B/A NORWEGIAN CRUISE LINE Tenant
 RECITALS
 Lease Existing Premises th th th
  TERMS
  Recitals
 Terms
 Expansion Space Expansion Space Commencement Date




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th Building 10 Exhibit A Expansion
Space
 Term Expansion Space Term
 Leased Premises Leased Premises
 Rental Expansion Space Base Rental
 Tenant Improvement Allowance Tenant Improvement Allowance
 Letter of Credit Expansion Space Letter of
Credit Expansion Space Letter of Credit Amount Exhibit H
 2




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As-Is AS-IS
 3




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Brokers Broker
 Entire Agreement
 Miscellaneous
        4




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Effect of Delivery
 WAIVER OF JURY TRIAL
  TENANT:NCL (BAHAMAS) LTD.,a Bermuda company D/B/A
NORWEGIAN CRUISE LINEWitnesses:/s/
Sandra Dominguez
    
    By:
    

/s/
Kevin SheehanPrint Name:
    
    Sandra Dominguez
    
    Name:
    
    Kevin SheehanTitle:
    
    EVP & CFO/s/
Yakelia ChirinoPrint Name:
    
    Yakelia Chirino
 signatures continued on following page
 5




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LANDLORD:HINES REIT AIRPORT CORPORATE CENTER LLC,
a Delaware limited liability company or its
affiliateBy:
    
    HINES REIT PROPERTIES, L.P.,
a Delaware limited partnership
Its Sole MemberBy:
    
    HINES REAL ESTATE INVESTMENT
TRUST, INC.,
a Maryland corporation
Its General PartnerWitnesses:By:/s/
Ketinna Williams
    
    
    
    
    
    


/s/
Charles N. HazenPrint Name:
    
    Ketinna Williams
    
    
    
    
    
    

    Name: Charles N. HazenIts: Manager/s/
Jack BeutteuPrint Name:
    
    Jack Beutteu
 6




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EXHIBIT A  EXPANSION SPACE
 
 7