FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP OF PLM EQUIPMENT GROWTH FUND VI

Exhibit 4.1

FIRST AMENDMENT

TO THE

AMENDED AND RESTATED

LIMITED PARTNERSHIP

OF

PLM EQUIPMENT GROWTH FUND VI

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 OBLIGATION