SECOND AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P

Exhibit 10.1

SECOND AMENDMENT TO THE
FOURTH AMENDED AND RESTATED AGREEMENT OF
LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.

This SECOND AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P., dated as of July 30, 2009 (this “Amendment”), is being executed by AIMCO-GP, Inc., a Delaware corporation (the “General Partner”), as the general partner of AIMCO Properties, L.P., a Delaware limited partnership (the “Partnership”), pursuant to the authority conferred on the General Partner by Section 7.3.C of the Fourth Amended and Restated Agreement of Limited Partnership of AIMCO Properties, L.P., dated as of July 29, 1994 and restated as of February 28, 2007, as amended and/or supplemented from time to time (the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed thereto in the Agreement.

WHEREAS, pursuant to Section 10.4 of the Agreement, each Limited Partner authorizes the Partnership to withhold from or pay on behalf of or with respect to such Limited Partner any amount of federal, state, local or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner pursuant to this Agreement;

WHEREAS, Section 10.4 also provides that any amount so paid on behalf of or with respect to a Limited Partner shall constitute a loan by the Partnership to such Limited Partner, which loan shall be repaid by such Limited Partner within fifteen (15) days after notice from the General Partner, and each Limited Partner unconditionally and irrevocably grants to the Partnership a security interest in such Limited Partner’s Partnership Interest to secure such Limited Partner’s obligation to pay to the Partnership any amounts required to be paid pursuant to Section 10.4;

WHEREAS, notwithstanding Section 10.4, some Limited Partners have failed to repay the Partnership such amounts;

WHEREAS, in order to protect the Partnership and the other Limited Partners, the General Partner has determined that it is in the best interests of the Partnership and the Limited Partners that Section 10.4 be modified to permit the Partnership to redeem the Partnership Interest of any Limited Partner who fails to pay to the Partnership any amounts required to be paid pursuant to Section 10.4;

WHEREAS, the General Partner has determined that it is in the best interests of the Partnership and the Limited Partners to amend Section 10.4 to give the General Partner authority to withhold, from any amounts otherwise distributable, allocable or payable to a Limited Partner, the General Partner’s estimate of future taxes required to be paid by such Limited Partner; and

WHEREAS, the General Partner also has determined that it is in the best interests of the Partnership and the Limited Partnership to amend Section 2 of the Partnership Unit Designation of the Class One Partnership Preferred Units of the Partnership (Exhibit H to the Agreement) to correct an existing clerical error in the definition of “Cash Amount.”

NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

“Section 10.4 Withholding for Taxes, Etc.

(a) Withholding . Each Limited Partner hereby authorizes the Partnership to withhold from such Limited Partner any amount of federal, state, local or