HSH NORDBANK, NEW YORK BRANCH Hines REIT Properties, L.P. 2800 Post Oak Blvd. Suite 4800 Houston, Texas 77056 Our ref.: PBO-155330 Dear Sirs,

Exhibit 10.65

HSH NORDBANK, NEW YORK BRANCH

Xxxxx REIT Properties, L.P.
0000 Xxxx Xxx Xxxx.
Xxxxx 0000
Xxxxxxx, Xxxxx 00000

Our ref.: PBO-155330
 

Dear Sirs,

The purpose of this agreement is to confirm the terms and conditions of the Swap Transaction entered into between us on the Trade Date specified below (the “Swap Transaction”). This agreement constitutes a “Confirmation” as referred to in the Agreement specified below.

The definitions and provisions contained in the 2000 ISDA Definitions (as published by the International Swap Dealers Association, Inc.) are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement which will be promptly agreed between you and us. The parties agree to diligently negotiate and execute such agreement as quickly as reasonably practicable, and until such time the transaction hereunder will be governed by the terms and conditions of the standard ISDA Master Agreement.”(but without any Schedule except for the election of the laws of the State of New York as the governing law and US Dollar as the termination currency)”. All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

The terms of the particular swap transaction to which this confirmation relates are as follows:

Trade Date:		June 05, 2006
Currency:		USD
Business Days:		London and New York
Broker:		Direct
Swap Transaction:
Notional Amount:		USD-$185,000,000.00
Effective Date:		August 01, 2006
Termination Date:		August 01, 2016
Fixed Payer:		XXXXX REIT PROPERTIES, L.P.

Fixed Payer Payment Date:		The first day of each month, commencing on September
		01, 2006 to and including the Termination Date, subject
		to adjustment in accordance with the Modified Following
		Business Day Convention.
Fixed Rate Day Count Fraction:		Actual/360
Fixed Rate:		5.4575%
Floating Amounts
Floating Rate Payer:		HSH Nordbank AG NY Branch
Floating Rate Payer Payment Dates:		The first day of each month, commencing on September
		01, 2006 to and including the Termination Date, subject
		to adjustment in accordance with the Modified Following
		Business Day Convention.
Floating Rate for initial Calculation Periods:		TBD
Floating Rate Option:		USD-LIBOR-BBA
Designated Maturity:		One-month
Day Count Fraction:		Actual/360
Spread:		None
Reset Dates:		The first day of each Calculation Period
Netting:		Yes
Account Details
Payments to CUSTOMER		A/C No: 00113350863 F/B/X Xxxxx REIT Properties, L.P.
		With XX Xxxxxx Chase Bank N.A.,
		ABA 00000000
Payments to HSH NORDBANK		A/C No: 400949687 F/B/O HSH Nordbank AG NY Branch
NEW YORK BRANCH:		With XX Xxxxxx Xxxxx Bank NA, New York
		ABA 000000000
Other Provisions:
Fee Payment Date:		June 7, 2006
Fee Payment Amount by Customer:		USD-$552,000.00
Additional Definition		N/A

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us or by sending us a letter substantially similar to this letter, which letter sets forth the material terms of the Swap Transaction to which this Confirmation relates and indicates your agreement to those terms.

For and behalf of						For and behalf of
XXXXX REIT PROPERTIES, L.P.,						HSH Nordbank AG NY Branch
a Delaware limited partnership
By:		Xxxxx Real Estate Investment Trust, Inc.,				By:		/s/ Xxxxxxx Xxxxx
		a Maryland corporation				Name:		Xxxxxxx Xxxxx
						Title:		SMP & Head of Operations
		By:		/s/ Xxxxxx X. Xxxxxxxx
		Name:		Xxxxxx X. Xxxxxxxx
		Title:		Chief Financial Officer
Xxxxx REIT Properties, L.P.						HSH Nordbank AG NY Branch
0000 Xxxx Xxx Xxxx.						000 Xxxx Xxxxxx
Xxxxx 0000						Xxx Xxxx, X.X. 10169-0005
Xxxxxxx, Xxxxx 00000