EX-99.10

EX-99.10 6 d470366dex9910.htm EX-99.10 EX-99.10

Exhibit 10

AMENDMENT NO. 1

LIMITED PARTNERSHIP AGREEMENT

RANKIN ASSOCIATES II, L.P.

This AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES II, L.P. (this “Amendment No. 1”), dated as of December 26, 2001, is made by and among Rankin 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 Rankin Associates II, L.P., dated as of February 6, 1998 (the “Partnership Agreement”) as Limited Partners. 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 definitions contained in the Partnership Agreement.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Amendment No. 1, the Partners agree as follows:

1. The definition of “Authorized Transferee” set forth in Section 1.5 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof:

“Authorized Transferee” means any Initial Limited Partner and any Family Member who is a Partner or who, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Person in accordance with the terms of this Agreement.

2. The definition of “Family Member” set forth in Section 1.17 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof:

“Family Member” means the spouse or surviving spouse of an Initial Limited Partner, any descendant of an Initial Limited Partner, a spouse or surviving spouse of any such descendant, or, in each case, a Qualified Fiduciary of such Person. Notwithstanding anything to the contrary contained herein:

(a) the surviving spouse of an Initial Limited Partner or of a descendent of an Initial Limited Partner, and in each case, a Qualified Fiduciary of such Person, shall cease to be a Family Member upon the remarriage of such Person to other than an Initial Limited Partner or descendent of an Initial Limited Partner; and

(b) the spouse of an Initial Limited Partner or of a descendent of an Initial Limited Partner, and in each case, a Qualified Fiduciary of such Person, shall cease to be a Family Member upon legal separation, divorce or dissolution of such spouse’s marriage to such Initial Limited Partner or descendent; and

(c) a Qualified Fiduciary of any individual shall cease to be a Family Member from and after any event or lapse of time which causes such fiduciary to no longer qualify as a Qualified Fiduciary as defined in Section 1.54.

3. The definition of “Initial Limited Partners” set forth in Section 1.26 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof:

“Initial Limited Partners” means Alfred M. Rankin, Jr., Bruce T. Rankin, Claiborne R. Rankin, Roger F. Rankin and Thomas T. Rankin or, in each case, a Qualified Fiduciary of such individual.

4. The definition of “Qualified Fiduciary” set forth in Section 1.54 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof:

“Qualified Fiduciary” of any individual means (a) the trustee of a trust that has been established by such individual (the “Grantor” of that trust) and which is revocable by the Grantor; (b) the trustee of any other trust (including without limitation a voting trust) created by such individual if and as long as the trust is held for the current benefit of one or more of Clara T. Rankin, the Initial Limited Partners, their Family Members, and any organization contributions to which are deductible for federal income, estate or gift tax purposes (“Family and Charitable Beneficiaries”) and for the current benefit of no other Person; or (c) the executor, administrator, or personal representative of a deceased individual or the guardian of an incompetent individual. In determining if the trust is held for the current benefit of one or more Family and Charitable Beneficiaries and no other Person, the focus shall only be on such Persons to whom the trustee is authorized or directed to currently make distributions of trust income or principal, and shall disregard (i) Persons who might or would benefit by reason of the exercise of a general or special powers of appointment (even if such powers are currently exercisable), and (ii) Persons who might or would benefit upon the termination of the trust, regardless of whether their interests are vested or contingent. A trust shall continue to be considered a Qualified Fiduciary upon the termination of the trust and during a reasonable period of administration (but not to exceed two years from the date or event that caused such trust to terminate), unless by reason of such termination none of the trust property is to be distributed to one or more

of the Family and Charitable Beneficiaries (in which event the trust shall cease to be a Qualified Fiduciary immediately prior to the date or event that caused such trust to terminate). Notwithstanding anything to the contrary contained herein (except as provided in this Section 1.54 above with respect to some trusts continuing to be considered Qualified Fiduciaries upon their termination and during a reasonable period of administration), a trust of any individual shall cease to be a Qualified Fiduciary and shall be deemed, to the extent it holds Partnership Interests, to become an Outside Partner, immediately prior to any event or lapse of time that causes such trust to no longer qualify as a Qualified Fiduciary as defined in this Section 1.54.

5. Exhibit A to the Partnership Agreement shall be deleted in its entirety and Exhibit A to this Amendment No. 1 substituted in place thereof.

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

7. This Amendment No. 1 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

8. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of Delaware.

9. This Amendment No. 1 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.

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


	MANAGING PARTNER:

	RANKIN MANAGEMENT, INC.

Witness	By:	/s/ Alfred M. Rankin, Jr.
	Name:	Alfred M. Rankin, Jr.
	Title:	President
Witness

Witness	and	/s/ Roger F. Rankin
	Name:	Roger F. Rankin
	Title:	Secretary
Witness