FIRST AMENDMENT
Exhibit
4.1
FIRST
AMENDMENT
TO
THE
AMENDED
AND RESTATED
LIMITED
PARTNERSHIP
OF
THIS
FIRST AMENDMENT (“AMENDMENT”) TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT (“AGREEMENT”) OF PLM EQUIPMENT GROWTH FUND VI (“PARTNERSHIP”) IS
EXECUTED AS NOVEMEBER 21, 1996, BY ITS GENERAL PARTNER, PLM FINANCIAL SERVICES,
INC., A DELAWARE CORPORATION (“GENERAL PARTNER”), PURSUANT TO ARTICLE XVIII OF
THE AGREEMENT. ALL CAPITALIZED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE
THE
MEANINGS AS SET FORTH IN THE AGREEMENT.
RECITALS
THE
PARTNERS ENTERED INTO A LIMITED PARTNERSHIP AGREEMENT AS OF APRIL 22, 1991,
AND
AN AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT AS OF DECEMBER 20,
1991.
THE
GENERAL PARTNER NOW AMENDS THE AGREEMENT, PURSUANT TO ARTICLE XVIII, PARAGRAPH
TWO, SUBSECTIONS (I) AND (II), TO ADD FOR THE BENEFIT OF THE LIMITED PARTNERS,
TO THE GENERAL PARTNER’S REPRESENTATIONSA AND OBLIGATIONS, TO CURE ANY AMBIGUITY
OR TO CORRECT ANY INCONSISTENCY THAT MAY EXIST AMONG SECTIONS 6.01, 6.02 AND
9.02 OF THE AGREEMENT. IN EXECUTING THIS AMENDMENT THE GENERAL PARTNER
REPRESENTS, WARRANTS AND AGREES, AND WILL TAKE ALL ACTION TO ENSURE, THAT THIS
AMENDMENT DOES NOT, AND WILL NOT, DETRIMENTALLY AFFECT THE CASH DISTRIBUTIONS
OF
THE LIMITED PARTNERS OR ASSIGNEES OR THE MANAGEMENT OF THE PARTNERSHIP BY THE
GENERAL PARTNER.
NOW,
THEREFORE, THE AGREEMENT IS AMENDED AS FOLLOWS:
| 1. |
SECTION
6.02 IS AMENDED TO READ IN ITS ENTIRETY AS
FOLLOWS:
|
“THE
GENERAL PARTNER SHALL NOT TRANSFER ITS INTEREST AS GENERAL PARTNER IN THE
PARTNERSHIP (WHICH TRANSFER SHALL BE DEEMED A “WITHDRAWAL”
AMENDMENT
NO. 1 TO LIMITED PARTNERSHIP AGREEMENT
PAGE
2
OF
THE
GENERAL PARTNER FOR PURPOSES OF SECTION 9.02) OR ITS INTEREST IN THE
PARTNERSHIP’S CAPITAL, EARNINGS OR ASSETS (EXCEPT IN CONNECTION WITH THE PLEDGE
OF THE GENERAL PARTNER’S ASSETS OR RIGHTS IN CONNECTION WITH LOANS OR OTHER
INDEBTEDNESS) EXCEPT UPON THE APPROVAL OF A MAJORITY IN INTEREST OF THE LIMITED
PARTNERS.”
IN
WITHNESS WHEREOF,
THE
GENERAL PARTNER HAS DULY EXECUTED THIS AMENDMENT AS OF NOVEMBER 21,
1996.
PLM
FINANCIAL SERVICES, INC.,
A
DELAWARE CORPORATION,
GENERAL
PARTNER AND AS
ATTORNEY-IN-FACT
FOR AND ON
BEHALF
OF
THE LIMITED PARTNERS
BY:_______________________________
TITLE:____________________________
NAME:____________________________
