EXHIBIT 99.9
SEVENTH AMENDMENT TO THE
FIRST AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP OF
WESTFIELD AMERICA LIMITED PARTNERSHIP
This SEVENTH AMENDMENT TO THE FIRST AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF WESTFIELD AMERICA LIMITED
PARTNERSHIP, dated as of June __, 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 thereof (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 previously amended (the "Agreement").
WHEREAS, the General Partner and the Limited Partners entered into
the Agreement specifying the rights and obligations of each of the parties
thereto; and
WHEREAS, the General Partner and the Limited Partners now desire to
amend the Agreement in the manner set forth below.
NOW THEREFORE, in consideration of the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
Section 1. Definitions; References. Unless otherwise
specifically defined herein, each term used herein which is defined in the
Agreement shall have the meaning assigned to such term in the Agreement.
Section 2. Amendment of Section 7.1.A. Section 7.1.A. is
hereby amended as follows:
(a) The following language shall be added in Subsection (4) of
Section 7.1.A. after the words "encumbrance or hypothecation
of any assets of the Partnership,":
"the assignment of any assets of the Partnership in trust
for creditors or on the promise of the assignee to pay the
debts of the Partnership,"
(b) The following language shall be added in Subsection (19) of
Section 7.1.A. after the words "conveyances, contracts,
guarantees, warranties, indemnities, waivers, releases":
"confessions of judgment"
(c) Subsection (19) of Section 7.1.A. shall be further amended
by inserting a comma between the words "releases" and
"confessions" and by adding the words "any other" after the
words "confessions of judgment or" and before the words
"legal instruments."
(d) The word "and" at the end of Subsection (21) of Section
7.1.A. shall be deleted.
(e) The period at the end of Subsection (22) of Section 7.1.A.
shall be replaced by a semicolon, and the word "and" shall
be added after such semicolon.
(f) A Subsection (23) shall be added to Section 7.1.A which
shall read as follows:
"(23) The disposition of the goodwill of the business of the
Partnership."
Section 3. Applicable Law. This Amendment shall be construed
and enforced in accordance with the laws of the State of Delaware, without
regard to the principles of conflicts of law. In the event of a conflict
between any provision of this Amendment and any non-mandatory provision of
the Securities Act, the provisions of this Amendment shall control and take
precedence.
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
