Eighth Amendment to the First Amended and Restated Agreement of Limited Partnership of Westfield America Limited Partnership
This amendment, dated May 2, 2001, is between Westfield America, Inc., as the managing general partner, and the limited partners of Westfield America Limited Partnership. The amendment adds a new exhibit (Exhibit Q) to the existing partnership agreement, establishing a new class of Partnership Preferred Units with specific rights and preferences. All other terms of the original agreement remain unchanged. The amendment is governed by Delaware law and is executed by Westfield America, Inc. on behalf of all limited partners.
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EXHIBIT 10.1
EIGHTH AMENDMENT TO THE
FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
WESTFIELD AMERICA LIMITED PARTNERSHIP
This EIGHTH AMENDMENT TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WESTFIELD AMERICA LIMITED PARTNERSHIP, dated as of May 2, 2001 (this "Amendment"), is among 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 (as so amended, the "Agreement"). Capitalized terms used herein, but not otherwise defined herein, shall have the respective meanings ascribed thereto in 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 Q 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 Q" 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/ IRV HEPNER Name: Irv Hepner 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/ IRV HEPNER Name: Irv Hepner Title: Secretary | |||
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