1
AMENDMENT NO. 1
TO
LIMITED PARTNERSHIP AGREEMENT
OF
SUPPORT CENTRAL, L.P.
This is Amendment No. 1 dated as March 31, 1998, among Support
Central, LLC, GE Subsidiary, Inc. 61A ("GE") and National TechTeam, Inc.
("NTT") as an amendment to the Limited Partnership Agreement of Support
Central, L.P., dated as of October 1, 1997, among Support Central, LLC, GE and
NTT.
The Limited Partnership Agreement of Support Central, L.P. is hereby
amended as follows:
1. Pursuant to Article 8.2, GE hereby contributes to the limited
partnership, the assets set forth on Exhibit A to this Amendment No.1. This
contribution shall be valued at One Million Four Hundred Thousand Dollars
($1,400,000).
2. Pursuant to Article 9, Distributors, and Article 10, Allocation
of Profits and Losses for Tax Purposes, in consideration for the contribution
which GE is making to the limited partnership in 1 above, all of the net income,
profits and losses of the limited partnership shall be assigned and distributed
to GE until such time as GE has received in distributions and/or allocation of
profits and losses One Million Four Hundred Thousand Dollars ($1,400,000),
3. NTT shall service the assets contributed to the limited
partnership and set forth on Exhibit A in the same manner and at the same costs
to the limited partnership as were in place at NTT before the date of this
Amendment No. 1 and as set forth in Exhibit B hereto.
IN WITNESS WHEREOF the parties have caused this Amendment No. 1 to be
executed and delivered by their duly authorized representatives as of the date
and year first above written.
SUPPORT CENTRAL, LLC
By: /s/ Xxxxxxx X. Xxxxx
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