exv10w10



 






Exhibit 10.10




Hines-Sumisei U.S. Core Office Fund, L.P.

Hines U.S. Core Office Capital LLC

2800 Post Oak Boulevard, Suite 5000

Houston, Texas 77056




November 9, 2005




Hines REIT Properties, L.P.

2800 Post Oak Boulevard, Suite 5000

Houston, Texas 77056




     Re: Preemptive Rights of Hines REIT Properties, L.P.


Ladies and Gentlemen:




     The purpose of this letter agreement is to document the rights of Hines REIT Properties, L.P.
(the “Public REIT OP”), a Delaware limited partnership, to participate in future offerings
of Hines-Sumisei U.S. Core Office Fund, L.P. (the “Partnership”), a Delaware limited
partnership. Capitalized terms used and not otherwise defined herein have the meanings given to
them in the Sixth Amended and Restated Agreement of Limited Partnership, dated May 9, 2005, of the
Partnership (such agreement, as amended from time to time, the “Partnership Agreement”).
This letter agreement supersedes the “Preemptive Rights” section of the letter agreement, dated
June 3, 2004, among the parties hereto and certain other parties.



     For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



Pre-Emptive
Right




     For so long as the Public REIT OP is a Partner in the Partnership, the Managing General
Partner shall give the Public REIT OP prior written notice (an “Offer Notice”) of any
Capital Call expected to be issued with respect to the Fund. The Public REIT OP shall have the
right (a “Preemptive Right”) to contribute to the Partnership up to 40% of the total
capital contributed to the Fund in such Capital Call in exchange for Partnership Units at the
Current Unit Price at the time of issuance. In order to exercise its Pre-Emptive Right, the Public
REIT OP must deliver a written notice (an “Exercise Notice”) to the Partnership and the
Managing General Partner within 10 Business Days after delivery of the Offer Notice, which Exercise
Notice must specify the total Capital Contribution the Public REIT OP wishes to make, up to 40% of
the total amount of Capital being contributed (taking into account any concurrent capital
contributions being made to the Partnership, US Core Trust, or US Core Properties). If the Public
REIT OP delivers an Exercise Notice within such 10 Business Days period, then the Managing General
Partner will issue a Capital Call Notice to the Public REIT OP requesting a Capital Contribution in
the amount specified in such Exercise Notice, and the Public REIT OP will be obligated to



 









 





make a Capital Contribution in such amount in response thereto, concurrently with any Capital
Call Notices issued to other investors as part of such Capital Call. Concurrently with any Capital
Contribution made pursuant to this Agreement, the Hines REIT OP and the Partnership shall enter
into a Subscription Agreement or other suitable document providing for such Capital Contribution
and corresponding issuance of Partnership Units, which shall include such representations and
warranties by the Hines REIT OP as are generally included in the form of subscription agreement
entered into by other investors in the Partnership.




     Nothing in this letter agreement shall preclude the Public REIT OP from making a Capital
Commitment to the Partnership pursuant to a Subscription Agreement as contemplated by the
Partnership Agreement, in which case, in connection with any Capital Call, the Public REIT OP will
be entitled to contribute to the Partnership the greater of the amount provided for under this
letter agreement and its pro rata share of the total amount of capital being contributed to the
Fund based on its Unfunded Commitment under such Subscription Agreement relative to the unfunded
commitments of other investors in the Fund.



Miscellaneous




     This letter agreement shall be governed by the laws of the State of New York. This letter
agreement may be signed in multiple counterparts, which, taken together, shall constitute one and
the same agreement.



[Signature page follows]




2









 




Please indicate your agreement with the foregoing by signing below.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	HINES-SUMISEI U.S. CORE OFFICE FUND, L.P.
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Hines US Core Office Capital LLC
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Hines Interests Limited Partnership

	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	 Hines Holdings, Inc.

	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	 /s/ Charles M. Hazen
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name: Charles M. Hazen

Title: Senior Vice President






	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	HINES US CORE OFFICE CAPITAL LLC

	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Hines US Core Office Capital LLC
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Hines Interests Limited Partnership

	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	 Hines Holdings, Inc.

	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	 /s/ Charles M. Hazen
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Name: Charles M. Hazen

Title: Senior Vice President






	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 



AGREED:




HINES REIT PROPERTIES, L.P.




By: Hines Real Estate Investment Trust, Inc.




By: /s/
Sherri W. Schugart




 




Name:
Sherri W. Schugart

Title: Chief Financial Officer