EXHIBIT 99.8
SIXTH AMENDMENT TO THE
FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
WESTFIELD AMERICA LIMITED PARTNERSHIP
This SIXTH AMENDMENT TO THE FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF WESTFIELD AMERICA LIMITED PARTNERSHIP,
dated as of June 1, 2000 (this "Amendment"), is being executed by Westfield
America, Inc., a Missouri corporation (the "Managing General Partner"), as
the managing general partner of Westfield America Limited Partnership, a
Delaware limited partnership (the "Partnership"), and on behalf of the
Limited Partners pursuant to the authority conferred on the Managing
General Partner by Sections 2.4 and 12.3 of the First Amended and Restated
Agreement of Limited Partnership of Westfield America Limited Partnership,
dated as of August 3, 1998, as amended (the "Agreement").
WHEREAS, pursuant to Sections 7.1 and 12.3 of the Agreement,
the Managing General Partner is authorized to determine the designations,
preferences and relative, participating, optional or other special rights,
powers and duties of additional Partnership Units and to amend the
Agreement, and the Managing General Partner is hereby creating the
Partnership Preferred Units with the designations, preferences and other
rights, terms and provisions as set forth on Exhibit P attached hereto.
NOW, THEREFORE, in consideration of the foregoing, and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. The Agreement is hereby amended by the addition of a new
exhibit, entitled "Exhibit P" in the form attached hereto, which shall be
attached to and made a part of the Agreement.
2. Except as specifically amended hereby, the terms,
covenants, provisions and conditions of the Agreement shall remain
unmodified and continue in full force and effect and, except as amended
hereby, all of the terms, covenants, provisions and conditions of the
Agreement are hereby ratified and confirmed in all respects.
3. This Amendment shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware,
without regard to principles of conflicts of law.
IN WITNESS WHEREOF, this Amendment has been executed as of
the date first written above.
WESTFIELD AMERICA, INC.,
Managing General Partner
By: /s/▇▇▇ ▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Secretary
ALL LIMITED PARTNERS
By: Westfield America, Inc., as attorney-
in-fact pursuant to the power of
attorney granted under Section 2.4
of the Agreement.
By: /s/▇▇▇ ▇▇▇▇▇▇
_________________________________
Name: ▇▇▇ ▇▇▇▇▇▇
Title: Secretary