Exhibit
99.8
AMENDMENT TO AGREEMENT OF LIMITED
PARTNERSHIP
OF
WELLS OPERATING PARTNERSHIP,
L.P.
AS
AMENDED AND
RESTATED
AS OF JANUARY 1,
2000
This Amendment
(“Amendment”) to that certain Agreement of Limited
Partnership of Wells Operating Partnership, L.P., as Amended and
Restated as of January 1, 2000 (the “Agreement”),
is made and entered into effective as of the 16
th
day of
April, 2007 (the “Effective Date”), and is entered into
by and among Wells Real Estate Investment Trust, Inc., a Maryland
corporation (the “General Partner”), Wells Capital,
Inc., a Georgia corporation (the “Original Limited
Partner”), and Wells REIT Sub, Inc., a Georgia corporation
and a direct, wholly-owned subsidiary of the General Partner
(“LPSub”).
RECITALS
WHEREAS , pursuant to that certain Merger Agreement
dated February 2, 2007 entered into by and among,
inter alia , the General Partner and the
Original Limited Partner (the “Merger Agreement”), the
Original Limited Partner has indicated its desire to transfer all
of the Partnership Units held by it to the General Partner in
connection with the consummation of the transactions contemplated
under the Merger Agreement, one result of which will be the
Original Limited Partner ceasing to act as an advisor to the
General Partner; and
WHEREAS , upon a transfer of Partnership Units by the
Original Limited Partner to the General Partner, the Partnership
would be terminated for federal and state income tax purposes
unless another limited partner were to be admitted to the
Partnership prior to such transfer; and
WHEREAS , the General Partner has determined it to be in
the best interests of the Partnership and the stockholders of the
General Partner to have the Partnership continue in existence for
federal and state income tax purposes; and
WHEREAS , consistent with Section 4.02(a) of the
Agreement, the General Partner has the authority to cause the
Partnership to issue additional Partnership Units and/or admit
additional Limited Partners for such consideration and on such
terms and conditions as shall be established by the General
Partner, in its sole and absolute discretion; and
WHEREAS , the General Partner has organized LPSub to
become an additional Limited Partner of
