AMENDED AND RESTATED INTERCREDITOR AND

                           COLLATERAL AGENCY AGREEMENT



         THIS AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

(this "AGREEMENT") is made as of May 30, 2003 by and among BANK OF AMERICA, N.A.

("BANK OF AMERICA"), in its capacity as collateral agent (and in such capacity,

together with its successors in such capacity or any Lenders or group of Lenders

acting in such capacity, "COLLATERAL AGENT" hereunder), Bank of America in its

capacity as administrative agent (and in such capacity, together with its

successors in such capacity, "REVOLVER AGENT" hereunder) for the Revolver

Lenders (as hereinafter defined), Bank of America in its capacity as

administrative agent (and in such capacity, together with its successors in such

capacity, "TERM AGENT" hereunder) for the Term Lenders (as hereinafter defined),

LEHMAN COMMERCIAL PAPER INC. ("LEHMAN"), in its capacity as administrative agent

(and in such capacity, together with its successors in such capacity, "CASDEN

AGENT" hereunder), for the Casden Lenders (as hereinafter defined), and AIMCO

PROPERTIES, L.P., a Delaware limited partnership ("AIMCO"), AIMCO/BETHESDA

HOLDINGS, INC., a Delaware corporation ("AIMCO/BETHESDA"), NHP MANAGEMENT

COMPANY, a District of Columbia corporation ("NHP MANAGEMENT") and APARTMENT

INVESTMENT AND MANAGEMENT COMPANY, a Maryland corporation ("REIT") (REIT, AIMCO,

AIMCO/Bethesda and NHP Management together with their successors and assigns are

collectively referred to as "REVOLVER BORROWERS"; REIT, AIMCO, AIMCO/Bethesda

and NHP Management together with their successors and assigns are collectively

referred to as "TERM BORROWERS"; and REIT, AIMCO and NHP Management and their

respective successors and assigns are collectively referred to as "CASDEN

BORROWERS", the Revolver Borrowers, Term Borrowers and Casden Borrowers are

collectively referred to as "BORROWERS"), with reference to the following facts:



         A. Revolver Borrowers, Bank of America, as agent and as a lender, and

the financial institutions party thereto, executed that certain Credit Agreement

dated as of August 16, 1999, as amended by (i) that certain Amended and Restated

Credit Agreement dated March 15, 2000, (ii) that certain First Amendment to

$345,000,000 Amended and Restated Credit Agreement dated as of April 14, 2000,

(iii) that certain Second Amended and Restated Credit Agreement dated as of

September 20, 2000, (iv) that certain Third Amended and Restated Credit

Agreement dated as of November 6, 2001, (v) that certain Fourth Amended and

Restated Credit Agreement dated as of March 11, 2002, (vi) that certain Consent

and Waiver, dated as of June 12, 2002, (vii) that certain Second Amendment to

Fourth Amended and Restated Credit Agreement, dated as of August 5, 2002, (viii)

that certain Fifth Amended and Restated Credit Agreement, dated as of February

14, 2003, (ix) that certain First Amendment to Fifth Amended and Restated Credit

Agreement, dated as of May 9, 2003 (the "FIRST AMENDMENT"), and (x) that certain

Second Amendment to Fifth Amended and Restated Credit Agreement, dated of even

date herewith (the "REVOLVER CREDIT AGREEMENT AMENDMENT") (as so amended, and as

hereafter may be amended from time to time in accordance with this Agreement,

the "REVOLVER CREDIT AGREEMENT"). Pursuant to the Revolver Credit Agreement, the

Revolver Lenders have committed to make loans and certain other credit

facilities to Revolver Borrowers in the maximum principal amount of $500,000,000

(the "REVOLVER LOAN").





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         B. Casden Borrowers, Lehman, as agent and as a lender, and the

financial institutions party thereto, executed that certain Interim Credit

Agreement, dated as of March 11, 2002, as amended by (i) that certain First

Amendment and Waiver, dated as of June 12, 2002, (ii) that certain Second

Amendment, dated as of August 2, 2002, (iii) that certain Third Amendment, dated

as of February 14, 2003, (iv) that certain Fourth Amendment, dated as of May 9,

2003 (the "FOURTH AMENDMENT"), and (v) that certain Fifth Amendment, dated of

even date herewith (the "CASDEN CREDIT AGREEMENT AMENDMENT") (as so amended, and

as hereafter may be amended from time to time in accordance with this Agreement,

the "CASDEN CREDIT AGREEMENT"). Pursuant to the Casden Credit Agreement, the

Casden Lenders have made loans to Casden Borrowers in the original principal

amount of $287,000,000 and on the date hereof the outstanding principal balance

of such loans has been reduced to approximately $104,000,000 (the "CASDEN

LOAN").



         C. Concurrently herewith, Term Borrowers, Bank of America, as agent and

as a lender, and the financial institutions party thereto, are executing that

certain Term Loan Credit Agreement (as hereafter may be amended from time to

time in accordance with this Agreement, the "TERM CREDIT AGREEMENT") with

respect to a term loan to Term Borrowers in the original principal amount of

$250,000,000 (the "TERM LOAN").



         D. Casden Lenders and Revolver Lenders have consented to the Term Loan

pursuant to the Fourth Amendment and the First Amendment, respectively.

Concurrently herewith, Casden Borrowers, Casden Agent and the Casden Lenders are

entering into the Casden Credit Agreement Amendment and Revolver Borrowers,

Revolver Agent and the Revolver Lenders are entering into the Revolver Credit

Agreement Amendment, in each case, to make the specific changes to their

respective Loan Documents in order to implement the Term Loan.



         E. Agents (as defined below), Borrowers and Collateral Agent desire to

execute and deliver this Agreement to evidence, among other things, the

agreement of the parties that each Loan and the Loan Documents for each Loan and

the rights of each Lender thereunder (except as expressly set forth otherwise

herein), including, in each case, recourse to Collateral and recourse to

Guarantors are and will be PARI PASSU to the other Loans and Loan Documents, and

the rights of the Lenders thereunder (except as expressly set forth otherwise

herein) will be pro rata in accordance with the respective Benefited Obligations

of each such Lender as specifically set forth herein, and to further set forth

the relative rights and obligations of the parties hereto.



         NOW THEREFORE, in consideration of the mutual covenants and agreements

contained herein and for other good and valuable consideration, the receipt and

sufficiency of which are hereby conclusively acknowledged, the parties hereto

agree as follows:



         1.       DEFINITIONS:  As used in this Agreement, the following terms

will have the following meanings:



         "AFFILIATE", as applied to any Person, means any other Person directly

or indirectly controlling, controlled by, or under direct or indirect common

control with, that Person. A Person shall be deemed to be "controlled by" any

other Person if such other Person possesses, directly or indirectly, power (a)

to vote 10% or more of the securities (on a fully diluted basis) having ordinary

voting power for the election of directors or managing general partners; or (b)

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