0000950129-05-011047 Sample Contracts

OWNERSHIP INTERESTS PLEDGE AND SECURITY AGREEMENT
Ownership Interests Pledge and Security Agreement • November 15th, 2005 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Massachusetts
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UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE
Hines Real Estate Investment Trust Inc • November 15th, 2005 • Real estate investment trusts • Massachusetts

FOR AND IN CONSIDERATION OF the sum of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned HINES REAL ESTATE INVESTMENT TRUST, INC., a Maryland corporation (hereinafter referred to as “Guarantor”), the receipt and sufficiency whereof are hereby acknowledged by Guarantor, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, as agent (“Agent”) for itself and the other lenders (the “Lenders”) which may become parties to a certain Credit Agreement dated September 9, 2005 (the “Credit Agreement”) to extend credit or otherwise provide financial accommodations to Hines REIT Properties, L.P. (hereinafter referred to as “Borrower”), which extension of credit and provision of financial accommodations will be to the direct interest, advantage and benefit of Guarantor. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. Guarantor does hereb

PURCHASE AGREEMENT FOR PURCHASE OF OFFICE BUILDING
Purchase Agreement • November 15th, 2005 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • California

THIS PURCHASE AGREEMENT FOR PURCHASE OF OFFICE BUILDING (this “Agreement”) is made and entered into as of the ___day of August, 2005, by and among JB MANAGEMENT L.P., a California limited partnership (“Seller”) and HINES REIT PROPERTIES, L.P., a Delaware limited partnership, or its assigns (“Buyer”).

SUBORDINATION AGREEMENT
Subordination Agreement • November 15th, 2005 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Massachusetts

Reference is hereby made to the Credit Agreement, dated as of September 9, 2005 (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), by and among Hines REIT Properties, L.P., a Delaware limited partnership, as borrower (“Borrower”), KeyBank National Association, a national banking association, as agent (“Agent”) for itself and such other lenders from time to time party thereto (collectively, the “Lenders”), and the Lenders. All capitalized terms used herein without definition shall have the meanings given to such terms in the Credit Agreement.

FIRST AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • November 15th, 2005 • Hines Real Estate Investment Trust Inc • Real estate investment trusts

This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “First Amendment”) is made as of this 23rd day of August, 2005 by and among Hines REIT Properties, L.P., a Delaware limited partnership, having an address at c/o Hines Interests Limited Partnership, 2800 Post Oak Blvd., Suite 5000, Houston, Texas 77056, as borrower (“Borrower”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, with a principal place of business at 127 Public Square, Cleveland, Ohio 44114 (“KeyBank”), in its capacity as administrative agent (“Administrative Agent”) for itself and the other lending institutions which may hereafter become parties to the Term Loan Agreement (as hereinafter defined), as amended by this First Amendment (each, a “Lender” and collectively the “Lenders”), and Lender, and solely with respect to paragraph 16 hereof, Hines Real Estate Investment Trust, Inc., a Maryland corporation (“Guarantor”).

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
Lease Guaranty Agreement • November 15th, 2005 • Hines Real Estate Investment Trust Inc • Real estate investment trusts • Texas

THIS AGREEMENT OF SALE AND PURCHASE (the “Agreement”) is entered into and effective for all purposes as of August 9, 2005 (the “Effective Date”), by and between CENTEX OFFICE CITYMARK I, L.P., a Delaware limited partnership (the “Seller”), and HINES REIT PROPERTIES, L.P., a Delaware limited partnership (the “Purchaser”).

AGREEMENT OF SALE BY AND BETWEEN MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY
Agreement of Sale • November 15th, 2005 • Hines Real Estate Investment Trust Inc • Real estate investment trusts

AGREEMENT (this “Agreement”) made this ___ day of October, 2005 by and between MIAMI RPFIV AIRPORT CORPORATE CENTER ASSOCIATES LIMITED LIABILITY COMPANY (“Seller”), a Delaware limited liability company, having an office c/o GE Asset Management Incorporated, 3003 Summer Street, Stamford, Connecticut 06905, and HINES REIT PROPERTIES, L.P. (“Buyer”), a Delaware limited partnership, having an office at 70 West Madison Street, Suite 440, Chicago, Illinois 60602.

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
Hines Real Estate Investment Trust Inc • November 15th, 2005 • Real estate investment trusts • New York

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.

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