exv10w1






Exhibit 10.1




THIRD AMENDMENT TO THE

FOURTH AMENDED AND RESTATED AGREEMENT OF

LIMITED PARTNERSHIP OF AIMCO PROPERTIES, L.P.




     This THIRD AMENDMENT TO THE FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
AIMCO PROPERTIES, L.P., dated as of September 2, 2010 (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
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. Pursuant to the authority expressly vested in the General Partner of the Partnership, the
Board of Directors of the General Partner, by duly adopted resolutions, has authorized the issuance
of up to an additional aggregate of 4,000,000 Class U Partnership Preferred Units (the “Additional
Units”).



     2. Section 1 of the Partnership Unit Designation of the Class U Partnership Preferred Units of
AIMCO Properties, L.P., attached as Exhibit Q to the Agreement (the “Partnership Unit
Designation”), is hereby amended to delete “8,000,000” and insert, in lieu thereof, “12,000,000.”



     3. Section 7(b) of the Partnership Unit Designation is hereby amended and restated in its
entirety to read as follows:



     “(b) on a parity with the Class U 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 U Partnership Preferred
Units if (i) such class or series of Partnership Units shall be Class G Partnership Preferred
Units, Class T Partnership Preferred Units, Class V



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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 U
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”




     4. 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.



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     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	 
	 




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