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Exhibit 10.1




FOURTH AMENDMENT TO THE

FOURTH AMENDED AND RESTATED AGREEMENT OF

LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.




     This FOURTH AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
AIMCO PROPERTIES, L.P., dated as of July 26, 2011 (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(7) 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 (including all the exhibits
thereto, the “Agreement”). Capitalized terms used, but not otherwise defined herein, shall have
the respective meanings ascribed thereto in the Agreement.



     WHEREAS, pursuant to Section 4.2.A of the Agreement, the General Partner (i) is authorized to
cause the Partnership to issue additional Partnership Preferred Units, for any Partnership purpose,
at any time or from time to time, to the Partners or to other Persons, for such consideration and
on such terms and conditions as shall be established by the General Partner in its sole and
absolute discretion, and (ii) is authorized to determine the designations, preferences and
relative, participating, optional or other special rights, powers and duties of Partnership
Preferred Units.



     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:



     1. The Agreement is hereby amended by the addition of a new exhibit, entitled “Exhibit
X,” in the form attached hereto, which shall be attached to and made a part of the Agreement.



     2. Except as specifically amended hereby, the terms, covenants, provisions and conditions of
the Agreement shall remain unmodified and continue in full force and effect and, except as amended
hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified
and confirmed in all respects.












 





     IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.



	 	 	 	 	 
	 	GENERAL PARTNER:



AIMCO-GP, INC.

 	 
	 	By:  	/s/ Ernest M. Freedman
 	 
	 	 	Name:  	Ernest M. Freedman 	 
	 	 	Title:  	Executive Vice President and Chief Financial Officer 	 



 









 






	 	 	 	 	 



EXHIBIT X




PARTNERSHIP UNIT DESIGNATION OF THE

CLASS Z PARTNERSHIP PREFERRED UNITS

OF AIMCO PROPERTIES, L.P.





     1. Number of Units and Designation.



     A class of Partnership Preferred Units is hereby designated as “Class Z Partnership Preferred
Units,” and the number of Partnership Preferred Units constituting such class shall be eight
hundred thousand (800,000).



     2. Definitions.



     For purposes of the Class Z Partnership Preferred Units, the following terms shall have the
meanings indicated in this Section 2, and capitalized terms used and not otherwise defined herein
shall have the meanings assigned thereto in the Agreement:




	 	 	 	“Agreement” shall mean the Fourth Amended and Restated Agreement of Limited Partnership of
the Partnership, dated as of July 29, 1994, amended and restated as of February 28, 2007,
as amended.






	 	 	 	“Class Z Partnership Preferred Unit” means a Partnership Preferred Unit with the
designations, preferences and relative, participating, optional or other special rights,
powers and duties as are set forth in this Exhibit X. It is the intention of the
General Partner that each Class Z Partnership Preferred Unit shall be substantially the
economic equivalent of one share of Class Z Preferred Stock.






	 	 	 	“Class Z Preferred Stock” means the Class Z Cumulative Preferred Stock, par value $.01 per
share, of the Previous General Partner.






	 	 	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any
successor statute thereto. Reference to any provision of the Code shall mean such
provision as in effect from time to time, as the same may be amended, and any successor
thereto, as interpreted by any applicable regulations or other administrative
pronouncements as in effect from time to time.






	 	 	 	“Distribution Payment Date” shall mean any date on which cash dividends are paid on all
outstanding shares of the Class Z Preferred Stock.






	 	 	 	“Junior Partnership Units” shall have the meaning set forth in paragraph (c) of Section 7
of this Exhibit X.






	 	 	 	“Parity Partnership Units” shall have the meaning set forth in paragraph (b) of Section 7
of this Exhibit X.





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	 	 	 	“Partnership” shall mean AIMCO Properties, L.P., a Delaware limited partnership.






	 	 	 	“Senior Partnership Units” shall have the meaning set forth in paragraph (a) of Section 7
of this Exhibit X.





     3. Distributions.



     On every Distribution Payment Date, the holders of Class Z Partnership Preferred Units shall
be entitled to receive distributions payable in cash in an amount per Class Z Partnership Preferred
Unit equal to the per share dividend payable on the Class Z Preferred Stock on such Distribution
Payment Date. Each such distribution shall be payable to the holders of record of the Class Z
Partnership Preferred Units, as they appear on the records of the Partnership at the close of
business on the record date for the dividend payable with respect to the Class Z Preferred Stock
on such Distribution Payment Date. Holders of Class Z Partnership Preferred Units shall not be
entitled to any distributions on the Class Z Partnership Preferred Units, whether payable in cash,
property or stock, except as provided herein.



     4. Liquidation Preference.



     (a) In the event of any liquidation, dissolution or winding up of the Partnership, whether
voluntary or involuntary, before any payment or distribution of the Partnership (whether capital,
surplus or otherwise) shall be made to or set apart for the holders of Junior Partnership Units,
the holders of Class Z Partnership Preferred Units shall be entitled to receive Twenty-Five Dollars
($25.00) per Class Z Partnership Preferred Unit (the “Liquidation Preference”), plus an amount per
Class Z Partnership Preferred Unit equal to all dividends (whether or not declared or earned)
accumulated, accrued and unpaid on one share of Class Z Preferred Stock to the date of final
distribution to such holders; but such holders shall not be entitled to any further payment. Until
the holders of the Class Z Partnership Preferred Units have been paid the Liquidation Preference in
full, plus an amount equal to all dividends (whether or not declared or earned) accumulated,
accrued and unpaid on the Class Z Preferred Stock to the date of final distribution to such
holders, no payment shall be made to any holder of Junior Partnership Units upon the liquidation,
dissolution or winding up of the Partnership. If, upon any liquidation, dissolution or winding up
of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the
holders of Class Z Partnership Preferred Units shall be insufficient to pay in full the
preferential amount aforesaid and liquidating payments on any Parity Partnership Units, then such
assets, or the proceeds thereof, shall be distributed among the holders of Class Z Partnership
Preferred Units and any such Parity Partnership Units ratably in the same proportion as the
respective amounts that would be payable on such Class Z Partnership Preferred Units and any such
other Parity Partnership Units if all amounts payable thereon were paid in full. For the purposes
of this Section 4, (i) a consolidation or merger of the Partnership with one or more partnerships,
or (ii) a sale or transfer of all or substantially all of the Partnership’s assets shall not be
deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the
Partnership.



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     (b) Upon any liquidation, dissolution or winding up of the Partnership, after payment shall
have been made in full to the holders of Class Z Partnership Preferred Units and any Parity
Partnership Units, as provided in this Section 4, any other series or class or classes of Junior
Partnership Units shall, subject to the respective terms thereof, be entitled to receive any and
all assets remaining to be paid or distributed, and the holders of the Class Z Partnership
Preferred Units and any Parity Partnership Units shall not be entitled to share therein.



     5. Redemption.



     Class Z Partnership Preferred Units shall be redeemable by the Partnership as follows:



     (a) At any time that the Previous General Partner exercises its right to redeem all or any of
the shares of Class Z Preferred Stock, the General Partner shall cause the Partnership to redeem an
equal number of Class Z Partnership Preferred Units, at a redemption price per Class Z Partnership
Preferred Unit payable in cash and equal to the same price per share paid by the Previous General
Partner to redeem the Class Z Preferred Stock. In the event of a redemption of Class Z Partnership
Preferred Units, if the redemption date occurs after a dividend record date for the Class Z
Preferred Stock and on or prior to the related Distribution Payment Date, the distribution payable
on such Distribution Payment Date in respect of such Class Z Partnership Preferred Units called for
redemption shall be payable on such Distribution Payment Date to the holders of record of such
Class Z Partnership Preferred Units on the applicable dividend record date, and shall not be
payable as part of the redemption price for such Class Z Partnership Preferred Units.



     (b) If the Partnership shall redeem Class Z Partnership Preferred Units pursuant to paragraph
(a) of this Section 5, from and after the redemption date (unless the Partnership shall fail to
make available the amount of cash necessary to effect such redemption), (i) except for payment of
the redemption price, the Partnership shall not make any further distributions on the Class Z
Partnership Preferred Units so called for redemption, (ii) said units shall no longer be deemed to
be outstanding, and (iii) all rights of the holders thereof as holders of Class Z Partnership
Preferred Units of the Partnership shall cease except the rights to receive the cash payable upon
such redemption, without interest thereon; provided, however, that if the redemption date occurs
after dividend record date for the Class Z Preferred Stock and on or prior to the related
Distribution Payment Date, the full distribution payable on such Distribution Payment Date in
respect of such Class Z Partnership Preferred Units called for redemption shall be payable on such
Distribution Payment Date to the holders of record of such Class Z Partnership Preferred Units on
the applicable dividend record date notwithstanding the prior redemption of such Class Z
Partnership Preferred Units. No interest shall accrue for the benefit of the holders of the Class
Z Partnership Preferred Units to be redeemed on any cash set aside by the Partnership.



     (c) If fewer than all the outstanding Class Z Partnership Preferred Units are to be redeemed,
units to be redeemed shall be selected by the Partnership from



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outstanding Class Z Partnership Preferred Units not previously called for redemption by any
method determined by the General Partner in its discretion. Upon any such redemption, the General
Partner shall amend Exhibit A to the Agreement as appropriate to reflect such redemption.




     6. Status of Reacquired Units.



     All Class Z Partnership Preferred Units which shall have been issued and reacquired in any
manner by the Partnership shall be deemed cancelled.



     7. Ranking.



     Any class or series of Partnership Units of the Partnership shall be deemed to rank:



     (a) prior or senior to the Class Z Partnership Preferred Units, as to the payment of
distributions and as to distributions of assets upon liquidation, dissolution or winding up, if the
holders of such class or series shall be entitled to the receipt of distributions and of amounts
distributable upon liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of Class Z Partnership Preferred Units (“Senior Partnership Units”);



     (b) on a parity with the Class Z Partnership Preferred Units, as to the payment of
distributions and as to distribution of assets upon liquidation, dissolution or winding up, whether
or not the distribution rates, distribution payment dates or redemption or liquidation prices per
unit or other denomination thereof be different from those of the Class Z Partnership Preferred
Units if (i) such class or series of Partnership Units shall be Class T Partnership Preferred
Units, Class U Partnership Preferred Units, Class V Partnership Preferred Units, Class Y
Partnership Preferred Units, Series A Community Reinvestment Act Perpetual Partnership Preferred
Units, Class One Partnership Preferred Units, Class Two Partnership Preferred Units, Class Three
Partnership Preferred Units, Class Four Partnership Preferred Units, Class Six Partnership
Preferred Units or Class Seven Partnership Preferred Units, or (ii) the holders of such class or
series of Partnership Units and the Class Z Partnership Preferred Units shall be entitled to the
receipt of distributions and of amounts distributable upon liquidation, dissolution or winding up
in proportion to their respective amounts of accrued and unpaid distributions per unit or other
denomination or liquidation preferences, without preference or priority one over the other (the
Partnership Units referred to in clauses (i) and (ii) of this paragraph being hereinafter referred
to, collectively, as “Parity Partnership Units”); and



     (c) junior to the Class Z Partnership Preferred Units, as to the payment of distributions and
as to the distribution of assets upon liquidation, dissolution or winding up, if (i) such class or
series of Partnership Units shall be Partnership Common Units, Class I High Performance Partnership
Units, Class Five Partnership Preferred Units, Class Eight Partnership Preferred Units, or (ii) the
holders of Class Z Partnership Preferred Units shall be entitled to receipt of distributions or of
amounts distributable



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upon liquidation, dissolution or winding up, as the case may be, in preference or priority to
the holders of such class or series of Partnership Units (the Partnership Units referred to in
clauses (i) and (ii) of this paragraph being hereinafter referred to, collectively, as “Junior
Partnership Units”).




     8. Special Allocations.



     (a) Gross income and, if necessary, gain shall be allocated to the holders of Class Z
Partnership Preferred Units for any Fiscal Year (and, if necessary, subsequent Fiscal Years) to the
extent that the holders of Class Z Partnership Preferred Units receive a distribution on any Class
Z Partnership Preferred Units (other than an amount included in any redemption pursuant to Section
5 hereof) with respect to such Fiscal Year.



     (b) If any Class Z Partnership Preferred Units are redeemed pursuant to Section 5 hereof, for
the Fiscal Year that includes such redemption (and, if necessary, for subsequent Fiscal Years) (a)
gross income and gain (in such relative proportions as the General Partner in its discretion shall
determine) shall be allocated to the holders of Class Z Partnership Preferred Units to the extent
that the redemption amounts paid or payable with respect to the Class Z Partnership Preferred Units
so redeemed exceeds the aggregate Capital Contributions (net of liabilities assumed or taken
subject to by the Partnership) per Class Z Partnership Preferred Unit allocable to the Class Z
Partnership Preferred Units so redeemed and (b) deductions and losses (in such relative proportions
as the General Partner in its discretion shall determine) shall be allocated to the holders of
Class Z Partnership Preferred Units to the extent that the aggregate Capital Contributions (net of
liabilities assumed or taken subject to by the Partnership) per Class Z Partnership Preferred Unit
allocable to the Class Z Partnership Preferred Units so redeemed exceeds the redemption amount paid
or payable with respect to the Class Z Partnership Preferred Units so redeemed.



     9. Restrictions on Ownership.



     The Class Z Partnership Preferred Units shall be owned and held solely by the General Partner
or the Special Limited Partner.



     10. General.



     (a) The ownership of Class Z Partnership Preferred Units may (but need not, in the sole and
absolute discretion of the General Partner) be evidenced by one or more certificates. The General
Partner shall amend Exhibit A to the Agreement from time to time to the extent necessary to
reflect accurately the issuance of, and subsequent conversion, redemption, or any other event
having an effect on the ownership of, Class Z Partnership Preferred Units.



     (b) The rights of the General Partner and the Special Limited Partner, in their capacity as
holders of the Class Z Partnership Preferred Units, are in addition to and not in limitation of any
other rights or authority of the General Partner or the Special Limited Partner, respectively, in
any other capacity under the Agreement or applicable



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law. In addition, nothing contained herein shall be deemed to limit or otherwise restrict the
authority of the General Partner or the Special Limited Partner under the Agreement, other than in
their capacity as holders of the Class Z Partnership Preferred Units.




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