0000950129-05-005309 Sample Contracts

SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HINES-SUMISEI U.S. CORE OFFICE FUND, L.P. May 9, 2005
Hines Real Estate Investment Trust Inc • May 16th, 2005 • Real estate investment trusts • Delaware

This SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HINES-SUMISEI U.S. CORE OFFICE FUND, L.P., a Delaware limited partnership (together with its successors, the “Partnership”), is entered into as of May 9, 2005, by and among Hines US Core Office Capital LLC, a Delaware limited liability company, as the Managing General Partner, Hines REIT Properties, L.P., a Delaware limited partnership, as the Non-Managing General Partner, and the Persons identified as Limited Partners on Schedule 2.1, as Limited Partners. Capitalized terms used and not defined in the following recitals are used as defined in Section 1.1 below.

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AGREEMENT OF SALE by and between MADISON TWO ASSOCIATES,
Agreement of Sale • May 16th, 2005 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Illinois

AGREEMENT made this 10th day of March, 2005 by and between MADISON TWO ASSOCIATES (“Seller”), a Texas general partnership, having an office c/o Hines Chicago Associates Limited, Three First National Plaza, 70 West Madison Street, Suite 440, Chicago, Illinois 60602, and HINES 70 WEST MADISON LP (“Buyer”), a Delaware limited partnership, having an office at 2800 Post Oak Boulevard, Suite 5000, Houston, Texas 77056-6118.

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