EXHIBIT 7
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
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
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 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
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
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
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 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
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
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
XXXXXX X. XXXXXX
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxx
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
/s/ Xxxxxx X. Xxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxx
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 X. XXXXXXXX
/s/ Xxxxx X. Xxxxxxxx
--------------------------------------------
Xxxxx X. Xxxxxxxx
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 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
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
XXXXX XXXXXXXX
/s/ Xxxxx Xxxxxxxx
--------------------------------------------
Xxxxx 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
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
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
Xxxxx X. Xxxxxx Qualified Annuity Trust 2004 A
By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Trustee
