AMENDMENT NO. 2 TO LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES II, L.P.

Exhibit 8

AMENDMENT NO. 2

TO

LIMITED PARTNERSHIP AGREEMENT

OF

XXXXXX ASSOCIATES II, L.P.

This AMENDMENT NO. 2 TO LIMITED PARTNERSHIP AGREEMENT OF XXXXXX ASSOCIATES II, L.P. (this “Amendment No. 2”), dated as of December 17, 2002, is made by and among Xxxxxx Management, Inc., a Delaware corporation, as general partner, and the persons indicated as limited partners on Schedule A, as previously amended (the “Limited Partners”), to the Limited Partnership Agreement of Xxxxxx Associates II, L.P., dated as of February 6, 1998, as amended as of December 26, 2001 (the “Partnership Agreement”). Unless otherwise indicated, capitalized terms used herein without definition shall have the respective meanings set forth in the Partnership Agreement.

RECITALS:

A. The current Partners of the Partnership wish to amend the Partnership Agreement to amend certain provisions contained in the Partnership Agreement.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Amendment No. 2, the Partners agree as follows:

1. The definition of “Net Operating Cash Flow” set forth in Section 1.36 of the Partnership Agreement shall be deleted in its entirety and the following shall replace in its entirety Section 1.36:

1.36 “Net Operating Cash Flow” means the net cash flow to the Partnership resulting from ownership and operation of the Partnership Property, plus any other items of income received in cash by the Partnership, (i) less all debts and expenses paid in the operation of the Partnership, (ii) less any reserves which the Managing Partner, in the exercise of his, her or its fiduciary responsibility, deems reasonably necessary or appropriate for the operation of the Partnership, (iii) and less all proceeds that are (A) received by the Partnership from the Transfer of Partnership Property, and (B) used to purchase other Partnership Property. In establishing reserves, the Managing Partner may expressly hold back any amount which the Managing Partner believes to be appropriate to take advantage of a business or investment opportunity that is expected to benefit the Partners generally within a reasonable period of time.

2. Section 7.3 of the Partnership Agreement shall be deleted in its entirety and the following shall replace in its entirety Section 7.3:

7.3 Unrestricted Transfers. Notwithstanding anything to the contrary contained herein, each Partner or Authorized Transferee of such Partner shall be entitled

to Transfer all or any portion of his, her or its Partnership Interests to any Authorized Transferee of such Partner and such Transfer to any such Authorized Transferee shall not need to comply with any other provision of this Agreement. Any Partner who elects to transfer a Partnership Interest to any such Authorized Transferee pursuant to this Section 7.3 shall prior to such Transfer provide written notice to the Managing Partner of such Transfer.

3. Except as herein modified, all other provisions of the Partnership Agreement shall be and remain in full force and effect.

4. This Amendment No. 2 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

5. This Amendment No. 2 shall be governed by and construed in accordance with the laws of the State of Delaware.

6. This Amendment No. 2 may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Partners and delivered to the Partnership.

2

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

MANAGING PARTNER:
XXXXXX MANAGEMENT, INC.
By:		/s/ Xxxxxx X. Xxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxx, Xx.
Title:		President
and		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Secretary

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Xxxxxx X. Xxxxxx, Xx., as trustee, and Xxxxx X. Xxxxxx, creating a trust for the benefit of Xxxxx X. Xxxxxx (successor in interest to the Trust created by the Agreement dated July 12, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Xxxxx X. Xxxxxx, creating a trust for the benefit of Xxxxx X. Xxxxxx)
By:		/s/ Xxxxxx X. Xxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxx, Xx.
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Xxxxxx X. Xxxxxx, Xx., as trustee, and Xxxxxx X. Xxxxxx, Xx., creating a trust for the benefit of Xxxxxx X. Xxxxxx Xx. (successor in interest to the Trust created by the Agreement, dated August 30, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Xxxxxx X. Xxxxxx, Xx., creating a trust for the benefit of Xxxxxx X. Xxxxxx, Xx.)
By:		/s/ Xxxxxx X. Xxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxx, Xx.
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Xxxxxx X. Xxxxxx, Xx., as trustee, and Xxxxx X. Xxxxxx, creating a trust for the benefit of Xxxxx X. Xxxxxx (successor in interest to the Trust created by the Agreement, dated August 12, 1974, as supplemented, amended and restated, between National City Bank, as trustee, and Xxxxx X. Xxxxxx, creating a trust for the benefit of Xxxxx X. Xxxxxx)
By:		/s/ Xxxxxx X. Xxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxx, Xx.
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated December 29, 1989, between Xxxxxx X. Xxxxxx, Xx., as trustee, and Xxxxx X. (Xxxxxx) Xxxxxx creating a trust for the benefit of Xxxxx X. (Xxxxxx) Xxxxxx
By:		/s/ Xxxxxx X. Xxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxx, Xx.
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Xxxxxx X. Xxxxxx, Xx., as trustee, and Xxxxx X. (Xxxxxx) Xxxxxxxx, creating a trust for the benefit of Xxxxx X. (Xxxxxx) Xxxxxxxx
By:		/s/ Xxxxxx X. Xxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxx, Xx.
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated between Victoire X. Xxxxxx, as trustee, and Victoire X. Xxxxxx, creating a trust for the benefit of Victoire X. Xxxxxx (successor in interest to the Trust created by the Agreement, dated July 1, 1969, as supplemented, amended and restated, between National City Bank, as trustee, and Victoire X. Xxxxxx, creating a trust for the benefit of Victoire X. Xxxxxx)
By:		/s/ Victoire X. Xxxxxx
Name:		Victoire X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Xxxxx X. Xxxxxx Qualified Annuity Trust 2004 A
By:		/s/ Xxxxxx X. Xxxxxx, Xx.
Name:		Xxxxxx X. Xxxxxx, Xx.
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXXX X. XXXXXX as trustee fbo X. Xxxxxxx Xxxxxx under Irrevocable Trust No.1, dated December 18, 1997, with Xxxxx Xxxxxx, Grantor
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXXX X. XXXXXX as trustee fbo Xxxxxxxxx X. Xxxxxx under Irrevocable Trust No. 1, dated December 18, 1997, with Xxxxx Xxxxxx, Grantor
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXXX X. XXXXXX

/s/ Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxxx

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXXX X. XXXXXX as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of X. Xxxxxxx Xxxxxx
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXXX X. XXXXXX as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Xxxxxxxxx X. Xxxxxx
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated September 11, 2000, as supplemented, amended and restated, between Xxxxxx X. Xxxxxx, as trustee, and Xxxxxx X. Xxxxxx, creating a trust for the benefit of Xxxxxx X. Xxxxxx
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne X. Xxxxxx, as trustee, and Claiborne X. Xxxxxx, creating a trust for the benefit of Claiborne X. Xxxxxx
By:		/s/ Claiborne X. Xxxxxx
Name:		Claiborne X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated January 13, 1998, between Claiborne X. Xxxxxx, as trustee, and Chloe E. (Xxxxxx) Xxxxxxxx, creating a trust for the benefit of Chloe E. (Xxxxxx) Xxxxxxxx
By:		/s/ Claiborne X. Xxxxxx
Name:		Claiborne X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated August 25, 2000, between Claiborne X. Xxxxxx, as trustee, and Claiborne X. Xxxxxx, Xx., creating a trust for the benefit of Claiborne X. Xxxxxx, Xx.
By:		/s/ Claiborne X. Xxxxxx
Name:		Claiborne X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

CLAIBORNE X. XXXXXX as Custodian for Claiborne X. Xxxxxx, Xx. under the Ohio Transfers to Minors Act
By:		/s/ Claiborne X. Xxxxxx
Name:		Claiborne X. Xxxxxx
Title:		Custodian

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

CLAIBORNE X. XXXXXX as Custodian for Xxxxx X. Xxxxxx under the Ohio Transfers to Minors Act
By:		/s/ Claiborne X. Xxxxxx
Name:		Claiborne X. Xxxxxx
Title:		Custodian

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created under the Agreement, dated June 1, 1995, between Xxxxx X. Xxxxxx, as Trustee, and Xxxxx X. Xxxxxx, for the benefit of Xxxxx X. Xxxxxx
/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXXX X. XXXXXX as Custodian for Xxxxxx (Xxxxxx) Xxxxxx under the Virginia Uniform Gifts to Minors Act
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Custodian

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXXX X. XXXXXX

/s/ Xxxxxx X. Xxxxxx

Xxxxxx X. Xxxxxx

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXXX X. XXXXXX as Custodian for Xxxxxx (Xxxxxx) Xxxxxx under the Virginia Uniform Gifts to Minors Act
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Custodian

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated December 20, 1993, between Xxxxxxx X. Xxxxxx, as trustee, and Xxxxxxx X. Xxxxxx, creating a trust for the benefit of Xxxxxxx X. Xxxxxx
By:		/s/ Xxxxxxx X. Xxxxxx
Name:		Xxxxxxx X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXX X. XXXXXX

/s/ Xxxxx X. Xxxxxx

Xxxxx X. Xxxxxx

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Xxxxx X. Xxxxxx, as trustee, and Xxxxx X. Xxxxxx, creating a trust for the benefit of Xxxxx X. Xxxxxx
By:		/s/ Xxxxx X. Xxxxxx
Name:		Xxxxx X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

Trust created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Xxxxxx X. Xxxxxx, as trustee, and Xxxxxx X. Xxxxxx, creating a trust for the benefit of Xxxxxx X. Xxxxxx
By:		/s/ Xxxxxx X. Xxxxxx
Name:		Xxxxxx X. Xxxxxx
Title:		Trustee

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXX X. XXXXXXXX

/s/ Xxxxx X. Xxxxxxxx

Xxxxx X. Xxxxxxxx

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXX XXXXXX XXXXXXXX as Custodian for Xxxxx Xxxxxxx Xxxxxxxx Xxxxxxxx under the Ohio Transfers to Minors Act
By:		/s/ Xxxxx Xxxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxx Xxxxxxxx
Title:		Custodian

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXX X. XXXXXX, XX. as Custodian for Xxxxx Xxxxxx Xxxxxx under the Ohio Transfers to Minors Act
By:		/s/ Xxxx X. Xxxxxx, Xx.
Name:		Xxxx X. Xxxxxx, Xx.
Title:		Custodian

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXX X. XXXXXX, XX.

/s/ Xxxx X. Xxxxxx, Xx.

Xxxx X. Xxxxxx, Xx.

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXX X. XXXXXX, XX. as Custodian for Xxxxxxx X. Xxxxxx under the Ohio Transfers to Minors Act
By:		/s/ Xxxx X. Xxxxxx, Xx.
Name:		Xxxx X. Xxxxxx, Xx.
Title:		Custodian

Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

XXXXX XXXXXXXX

/s/ Xxxxx Xxxxxxxx

Xxxxx Xxxxxxxx