WNC HOUSING TAX CREDIT FUND VI LP SERIES 9
AMENDMENT TO AGREEMENT
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<TYPE>EX-10
<SEQUENCE>4
<FILENAME>nat698kamd1.txt
<DESCRIPTION>AMENDMENT TO AGREEMENT
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              FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT
                            OF LIMITED PARTNERSHIP OF
                       CALICO TERRACE LIMITED PARTNERSHIP


         This First Amendment to the Amended and Restated Agreement of Limited
Partnership of Calico Terrace Limited Partnership, an Arkansas limited
partnership (the "First Amendment") is being entered into as of the date written
below by and between River Valley Planning & Development Corp., as the general
partner (the "General Partner"), WNC Housing Tax Credit Fund VI, L.P., Series 9,
a California limited partnership, as the substitute investor limited partner
(the "Limited Partner"), WNC Housing, L.P., a California limited partnership as
the special limited partner (the "Special Limited Partner") and WNC Holding LLC,
a California limited liability company as the withdrawing limited partner ("WNC
Holding"). The General Partner, Limited Partner, Special Limited Partner and WNC
Holding may collectively be referred to as the Partners or may individually be
referred to as a Partner.


                                    RECITALS


         WHEREAS, on February 7, 2002, Calico Terrace Limited Partnership, an
Arkansas Limited Partnership (the "Partnership") recorded a certificate of
limited partnership with the Arkansas Secretary of State. On January 24, 2002, a
partnership agreement was entered into by and between the General Partner and
River Valley Investments, Inc., as the original limited partner (the "Original
Partnership Agreement").

         WHEREAS, on July 24, 2002, the Original Partnership Agreement was
amended and restated to provide, in part, for the withdrawal of the original
limited partner, and for the admission of WNC Holding as the investor limited
partner and the Special Limited Partner (the "Amended and Restated Partnership
Agreement"). Any capitalized terms not defined in this First Amendment shall
have the meaning ascribed in the Amended and Restated Partnership Agreement.

         WHEREAS, WNC Holding hereby agrees to withdraw as a limited partner in
the Partnership and to have no further rights, title or interest in the
Partnership and the Partnership agrees to permit the withdrawal of WNC Holding.

         WHEREAS, the General Partner and the Special Limited Partner agree to
admit the Limited Partner as a limited partner in the Partnership in exchange
for its agreement to contribute capital to the Partnership and the Limited
Partner agrees to accept all the rights, title, interest and obligations of the
Limited Partner specified in the Amended and Restated Partnership Agreement and
to be bound by the terms and conditions specified in the Amended and Restated
Partnership Agreement.

         NOW THEREFORE, in consideration of the foregoing Recitals, which are a
part of this Amendment, and the mutual promises, covenants and undertakings
herein contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Partners do hereby agree to
amend, in part, the Amended and Restated Partnership Agreement as follows:


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Section 1.54 of the Amended and Restated Partnership Agreement is amended in its
entirety to provide:

         Section 1.54 "Limited Partner" shall mean WNC Housing Tax Credit Fund
VI, L.P., Series 9, a California limited partnership, and such other Persons as
are admitted to the Partnership as additional or Substitute Limited Partners
pursuant to this Agreement.

         The Partnership shall be continued pursuant to the Act and on the same
terms and conditions as set forth in the Amended and Restated Partnership
Agreement amended only as specifically set forth herein.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]


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         IN WITNESS WHEREOF, this First Amendment to the Amended and Restated
Agreement of Limited Partnership of Calico Terrace Limited Partnership, an
Arkansas limited partnership, is made and entered into as of August 2, 2002.

                            GENERAL PARTNER

                            River Valley Planning & Development Corp.

                            By:
                                    /s/ CHARLES C. TURNAGE
                                    Charles C. Turnage,
                                    President

                            WITHDRAWING LIMITED PARTNER

                            WNC Holding, LLC

                            By:     WNC & Associates, Inc.
                                    General Partner

                                    By:
                                             /s/ DAVID N. SHAFER
                                             David N. Shafer,
                                             Executive Vice President

                            LIMITED PARTNER

                            WNC Housing Tax Credit Fund VI, L.P., Series 9

                            By:     WNC & Associates, Inc.,
                                    General Partner

                                    By:
                                             /s/ DAVID N. SHAFER
                                             David N. Shafer,
                                             Executive Vice President

                            SPECIAL LIMITED PARTNER

                            WNC Housing, L.P.

                            By:     WNC & Associates, Inc.,
                                    General Partner

                                    By:
                                             /s/ DAVID N. SHAFER
                                             David N. Shafer,
                                             Executive Vice President


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