SEVENTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

Exhibit 10.1

SEVENTH AMENDMENT TO
AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT

among

Apartment Investment and Management Company,
AIMCO Properties, L.P., and
AIMCO/Bethesda Holdings, Inc.,

as the Borrowers

and

The Lenders Party Hereto

Dated as of August 4, 2009

SEVENTH AMENDMENT TO
AMENDED AND RESTATED
SENIOR SECURED CREDIT AGREEMENT

     This SEVENTH AMENDMENT TO AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT (this “ Amendment ”) is dated as of August 4, 2009 and entered into by and among APARTMENT INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation (the “ REIT ”), AIMCO PROPERTIES, L.P., a Delaware limited partnership (“ AIMCO ”), and AIMCO/BETHESDA HOLDINGS, INC., a Delaware corporation (“ AIMCO/Bethesda ”) (the REIT, AIMCO and AIMCO/Bethesda collectively referred to herein as “ Borrowers ”), BANK OF AMERICA, N.A. (“ Bank of America ”), as Administrative Agent (in such capacity, “ Administrative Agent ”) and as Swing Line Lender and L/C Issuer, and the Lenders party hereto, and is made with reference to that certain Amended and Restated Senior Secured Credit Agreement, dated as of November 2, 2004, by and among Borrowers, each lender from time to time party thereto, BANK OF AMERICA, N.A., as Administrative Agent and as Swing Line Lender and L/C Issuer, and KeyBank National Association, as Syndication Agent (the “ Original Credit Agreement ”), as amended by that certain First Amendment to Amended and Restated Senior Secured Credit Agreement, dated June 16, 2005 (the “ First Amendment ”), as amended by that certain Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated March 22, 2006 (the “ Second Amendment ”), as amended by that certain Third Amendment to Amended and Restated Senior Secured Credit Agreement, dated August 31, 2007 (“ Third Amendment ”), as amended by that certain Fourth Amendment to Amended and Restated Senior Secured Credit Agreement, dated September 14, 2007 (“ Fourth Amendment ”), as amended by that certain Fifth Amendment to Amended and Restated Senior Secured Credit Agreement, dated September 9, 2008 (“ Fifth Amendment ”) and as amended by that certain Sixth Amendment to Amended and Restated Senior Secured Credit Agreement, dated May 1, 2009 (the “ Sixth Amendment ”) (the Original Credit Agreement as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment and this Amendment is referred to herein as the “ Credit Agreement ”). Capitalized terms used in this Amendment shall have the meanings set forth in the Credit Agreement unless otherwise defined herein.

RECITALS

      WHEREAS , Borrowers desire to amend the Credit Agreement as more particularly set forth below;

      WHEREAS , pursuant to the Credit Agreement, the amendments set forth herein require the consent of the Required Lenders, and the Required Lenders have consented hereto;

      NOW, THEREFORE , in consideration of the agreements, provisions and covenants contained herein, the parties agree as follows:

Section 1. AMENDMENTS TO THE CREDIT AGREEMENT

           A. Amendments to Section 1.01 . Section 1.01 of the Credit Agreement is hereby amended in the following respects:

               (a) Section 1.01 of the Credit Agreement is hereby amended by inserting the following new definitions therein in the appropriate alphabetical order:

“ Auction ” has the meaning specified in Annex I hereto.

“ Auction Period ” has the meaning specified in Annex I hereto.

“ Qualifying Loans ” has the meaning specified in Annex I hereto.

“ Term B Loan Auction Prepayment ” has the meaning specified in Annex I hereto.

“ Tender Agent ” means such financial institution as is acceptable to the Borrowers and identified by the Borrowers in a written notice to the Administrative Agent from time to time (it being understood that the Borrowers may replace the Tender Agent with a successor Tender Agent from time to time).

“ Term B Loan Auction Prepayment Notice ” has the meaning specified in Annex I hereto.

               (b) The defined term “Net Income” is deleted and replaced with:

““ Net Income ” means, for any period and for any Person, the net income (loss) of the Person (including net income (loss) attributable to noncontrolling interests in consolidated real estate partnerships) for that period, determined in accordance with GAAP; provided that there shall be excluded (i) the net amount of any gains or non-cash losses, and (ii) any income or gains associated with or resulting from the prepayment of Term Loans under Section 2.05(d).”

               (c) The defined term “Funds From Operations” is deleted and replaced with:

““ Funds From Operations ” means, with respect to Borrowers and their Subsidiaries on a consolidated basis, net income calculated in accordance with GAAP, excluding gains or losses from debt restructuring (including without limitation any income or gains associated with or resulting from the prepayment of Term Loans under Section 2.05(d)) and sales of depreciable property, plus depreciation and amortization (excluding amortization of financing costs), and after adjustments for unconsolidated partnerships and joint ventures (with adjustments for unconsolidated partnerships and joint ventures calculated to reflect funds from operations on the same basis) and the payment of dividends on preferred Stock, as interpreted by the National Association of Real Estate Investment Trusts in its April 1, 2002, White Paper; provided , however, the following shall be excluded when calculating “Funds From Operations”: (i) non-cash adjustments for preferred Stock issuance costs, (ii) non-cash adjustments for loan amortization costs and (iii) non-cash adjustments for impairment losses on real estate development assets, net of any tax benefit.”

           B. Amendments to Section 2.05 . Section 2.05 of the Credit Agreement is hereby amended in the following respects:

               (a) Section 2.05(a) of the Credit Agreement is hereby amended by adding the following new sentence immediately after the last sentence set forth therein: “For avoidance of doubt, the Borrowers may make voluntary prepayments of Term B Loans either pursuant to this Section 2.05(a) or to Section 2.05(d).”; and

               (b) Section 2.05 of the Credit Agreement is hereby amended by inserting the following new Section 2.05(d) immediately following Section 2.05(c) set forth therein:

     “(d) Subject to their compliance with the requirements for an Auction set forth in Annex I hereto, the Borrowers may, at any time or from time to time during the Auction Period (but not more than five times), voluntarily make a Term B Loan Auction Prepayment of

Qualifying Loans, without premium or penalty, by delivering (or causing the Tender Agent to deliver) a Term B Loan Auction Prepayment Notice to the Administrative Agent not later than 11:00 a.m. three Business Days prior to any date of prepayment of such Qualifying Loans. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent or the Tender Agent will promptly notify each relevant Lender of its receipt of each such notice, and of such Lender’s applicable share of such Term B Loan Auction Prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the par amount prepaid, together with any additional amounts required pursuant to Section 3.05.”

           C. Amendments to Section 3.05 . Section 3.05(a) of the Credit Agreement is hereby amended by inserting the phrase “,other than any prepayment made pursuant to Section 2.05(d),” immediately after the phrase “any continuation, conversion, payment or prepayment” set forth therein.

           D. Amendments to Section 7.06 . Section 7.06(c) of the Credit Agreement is hereby amended by deleting the phrase “(x) for so long as the Term B Loan (or any portion thereof) is outstanding, Borrowers may apply an amount not to exceed 50% of Net Disposition Proceeds toward the purchase, redemption or other acquisition of REIT common stock if an equal amount is applied to repay the Term B Loan” set forth therein and inserting in lieu thereof the following phrase:

     “(x) for so long as the Term B Loan (or any portion thereof) is outstanding, Borrowers may apply Net Disposition Proceeds toward the purchase, redemption or other acquisition of REIT common stock if Term B Loans having at least an equal aggregate face amount to such amount have been prepaid pursuant to Section 2.05(a) or 2.05(d).”

           E. Amendments to Section 10.04 . Section 10.04(b) of the Credit Agreement is hereby amended by (x) inserting the phrase “and the Tender Agent” immediately after the phrase “each Lender and the L/C Issuer” set forth therein and (y) inserting the phrase “(including without limitation with respect to the transactions contemplated by Section 2.05(d) and Annex I hereto)” immediately after the phrase “the performance by the parties hereto of their respective obligations hereunder or thereunder” set forth in clause (i) therein.

           F. Amendments to Annexes to Credit Agreement . The Credit Agreement is hereby amended by attaching thereto, and incorporating therein, Annex I (and the exhibits attached thereto) attached to this Amendment as Exhibit A .

Section 2. CONDITIONS TO EFFECTIVENESS

      2.1 This Amendment shall become effective (the “ Seventh Amendment Effective Date ”) at such time that all of the following conditions are satisfied:

           A. The Administrative Agent shall have received counterparts of this Amendment, duly executed and delivered on behalf of each of (a) the Borrowers and (b) the Required Lenders.

           B. Administrative Agent shall have received favorable opinions of (i) Skadden, Arps, Slate, Meagher & Flom LLP, and (ii) DLA Piper LLP (US), in each case addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as Administrative Agent may reasonably request; and

           C. Borrowers shall have paid to the Administrative Agent, for the account of each Lender who executes and delivers this Amendment prior to 5:00 p.m. New York time on August 3, 2009, an amendment fee in the amount of 0.05% of such Lender’s Aggregate Credit Exposure on such date. The amendment fee will be paid to the Administrative Agent for distribution to such Lenders on the Seventh Amendment Effective Date.

Section 3. BORROWERS’ REPRESENTATIONS AND WARRANTIES

     In order to induce the Lenders to consent to this Amendment and to amend the Credit Agreement in the manner provided herein, Borrowers represent and warrant to Administrative Agent and to each Lender that the following statements are true, correct and complete:

      3.1 Corporate Power and Authority . Borrowers have all requisite power and authority to enter into this Amendment and any other agreements, guaranties or other operative documents to be delivered pursuant to this Amendment, to carry out the transactions contemplated by, and perform their obligations under, the Credit Agreement as amended hereby. Each of the Borrowers, Pledgors and Guarantors is in good standing in the respective states of their organization on the Seventh Amendment Effective Date;

      3.2 Authorization of Agreements . The execution and delivery of this Amendment and the performance of the Credit Agreement as amended hereby have been duly authorized by all necessary action on the part of Borrowers and the other parties delivering any of such documents, as the case may be.

      3.3 No Default . After giving effect to this Amendment, no Default or Event of Default exists under the Credit Agreement as of the Seventh Amendment Effective Date. Further, after giving effect to this Amendment, no Default or Event of Default would result under the Credit Agreement from the consummation of this Amendment;

      3.4 No Conflict . The execution, delivery and performance by Borrowers of this Amendment and the performance of the Credit Agreement by Borrowers, does not and will not (i) violate any provision of any applicable material law or any governmental rule or regulation applicable to Borrowers or any of their Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect, the Organization Documents of Borrowers or any of their Subsidiaries or any order, judgment or decree of any court or other Governmental Authority binding on Borrowers or any of their Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Borrowers or any of their Subsidiaries except as could not reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of Borrowers or any of their Subsidiaries not otherwise permitted by the Credit Agreement except as could not reasonably be expected to have a Material Adverse Effect, or (iv) require any approval of members or stockholders or any approval or consent of any Person under any Contractual Obligation of Borrowers or any of their Subsidiaries, except for such approvals or consents which have been or will be obtained on or before the Seventh Amendment Effective Date or except for such approvals or consents which, if not obtained, are not reasonably expected to result in a Material Adverse Effect;

      3.5 Governmental Consents . The execution and delivery by Borrowers of this Amendment and the performance by Borrowers under the Credit Agreement does not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any federal, state or other governmental authority or regulatory body, except for filings or recordings in respect of the Liens

created pursuant to the Loan Documents and except as may be required, in connection with the disposition of any Collateral, by laws generally affecting the offering and sale of securities;

      3.6 Binding Obligation . The Credit Agreement, as amended by this Amendment, has been duly executed and delivered by Borrowers and is enforceable against Borrowers, in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability; and

      3.7 Incorporation of Representations and Warranties From Credit Agreement . After giving effect to this Amendment, the representations and warranties contained in Article V of the Credit Agreement are and will be true, correct and complete in all material respects on and as of the Seventh Amendment Effective Date to the same extent as though made on and as of such date, except representations and warranties solely to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

Section 4. MISCELLANEOUS

      4.1 Reference to and Effect on the Credit Agreement and the Other Loan Documents.

           A. On and after the Seventh Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

           B. Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

           C. The execution, delivery and performance of this Amendment shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of Administrative Agent or any Lender under, the Credit Agreement or any of the other Loan Documents.

      4.2 Fees and Expenses. Borrowers acknowledge that all reasonable costs, fees and expenses incurred by Administrative Agent or Tender Agent and their respective counsel with respect to this Amendment and the documents and transactions contemplated hereby shall be for the account of Borrowers. The Borrowers hereby agree to pay the reasonable fees, cost and expenses of Administrative Agent’s and Tender Agent’s counsel in connection with this Amendment concurrently with or promptly but in no event later than 30 days after submission of an invoice with respect to such reasonable fees, costs and expenses.

      4.3 Headings . Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

      4.4 Counterparts; Effectiveness . This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a

single counterpart so that all signature pages are physically attached to the same document. This Amendment shall become effective upon the execution of a counterpart hereof by each Borrower and Administrative Agent, and receipt by Borrowers and Administrative Agent of written, facsimile or electronic image scan (e.g., “PDF” or “tif”) transmission or telephonic notification of such execution and authorization of delivery thereof.

      4.5 Entire Agreement . This Amendment embodies the entire agreement and understanding among the parties with respect to this amendment to the Credit Agreement, and supersedes all prior agreements and understandings, oral or written, relating thereto.

      4.6 Governing Law . This Amendment shall be governed by, and construed in accordance with, the law of the State of California.

Section 5. ACKNOWLEDGEMENT AND CONSENT

           A. Guarantors are party to that certain Continuing Guaranty (as amended from time to time), dated as of November 2, 2004, pursuant to which Guarantors have guarantied the Obligations. Pledgors are party to that certain Security Agreement (Securities) made by Borrowers (as amended from time to time) and Security Agreement (Securities) made by certain other Pledgors (as amended from time to time), dated as of November 2, 2004, pursuant to which Pledgors have pledged the Collateral as security for the Indebtedness (as defined in the applicable Pledge Agreement).

           B. Each Guarantor and each Pledgor hereby acknowledges that it has reviewed the terms and provisions of the Credit Agreement and this Amendment and consents to the amendment of the Credit Agreement effected pursuant to this Amendment. Each Guarantor hereby confirms that each Guaranty to which it is a party or otherwise bound, and each Pledgor hereby confirms that the Pledge Agreement to which it is a party or otherwise bound, will continue to guaranty or secure, as the case may be, to the fullest extent possible the payment and performance of all of the “Guaranteed Obligations” (as defined in the applicable Guaranty) or the “Indebtedness” (as defined in the applicable Pledge Agreement), as the case may be, including without limitation the payment and performance of all such “Guaranteed Obligations” or “Indebtedness”, as the case may be, with respect to the Obligations of Borrowers now or hereafter existing under or in respect of the Credit Agreement (as amended hereby) and the Notes defined therein.

           C. Each Guarantor acknowledges and agrees that any Guaranty to which it is a party or otherwise bound, and each Pledgor acknowledges and agrees that the Pledge Agreement to which it is a party or otherwise bound, shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and shall not be impaired or limited by the execution or effectiveness of this Amendment. Each Guarantor and each Pledgor represents and warrants that all representations and warranties contained in the Guaranty and/or the Pledge Agreement, as the case may be, to which it is a party or otherwise bound are true, correct and complete in all material respects on and as of the date hereof to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case they were true, correct and complete in all material respects on and as of such earlier date.

           D. Each Guarantor and each Pledgor (other than the Borrowers) acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor or such Pledgor, as the case may be, is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document

shall be deemed to require the consent of such Guarantor or such Pledgor to any future amendments to the Credit Agreement.

[Signatures on Next Page]

      IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first written above.

BORROWERS:

(Seventh Amendment to Amended and Restated Senior Secured Credit Agreement)

PLEDGORS (for purposes of Section 5 only):

(Seventh Amendment to Amended and Restated Senior Secured Credit Agreement)

(Seventh Amendment to Amended and Restated Senior Secured Credit Agreement)

(Seventh Amendment to Amended and Restated Senior Secured Credit Agreement)

(Seventh Amendment to Amended and Restated Senior Secured Credit Agreement)

(Seventh Amendment to Amended and Restated Senior Secured Credit Agreement)

GUARANTORS (for purposes of Section 5 only):

AIMCO EQUITY SERVICES, INC.,
a Virginia corporation

AIMCO HOLDINGS QRS, INC.,
a Delaware corporation

AIMCO-LP TRUST
a Delaware trust

AIMCO PROPERTIES FINANCE CORP.,
a Delaware corporation

AMBASSADOR I, INC.,
a Delaware corporation

AMBASSADOR VIII, INC.,
a Delaware corporation

ANGELES REALTY CORPORATION II,
a California corporation

CONCAP EQUITIES, INC.,
a Delaware corporation

NHP A&R SERVICES, INC.,
a Virginia corporation

NHPMN STATE MANAGEMENT, INC.,
a Delaware corporation

NHP MULTI-FAMILY CAPITAL CORPORATION,
a District of Columbia corporation

AIMCO-GP, INC.,
a Delaware corporation

NHPMN-GP, INC.,
a Delaware corporation

(Seventh Amendment to Amended and Restated Senior Secured Credit Agreement)

(Seventh Amendment to Amended and Restated Senior Secured Credit Agreement)

(Seventh Amendment to Amended and Restated Senior Secured Credit Agreement)

(Seventh Amendment to Amended and Restated Senior Secured Credit Agreement)

(Seventh Amendment to Amended and Restated Senior Secured Credit Agreement)