"AMENDMENT"), to the INTERIM CREDIT AGREEMENT, dated as of March 11, 2002 (as

amended by the First Amendment and Waiver, dated as of June 12, 2002, the

Second Amendment, dated as of August 2, 2002, the Third Amendment, dated as

of February 14, 2003, and the Fourth Amendment, dated as of May 9, 2003, and

as further amended, restated, extended, supplemented or otherwise modified in

writing from time to time, the "CREDIT AGREEMENT"), among AIMCO Properties,

L.P., a Delaware limited partnership ("AIMCO"), NHP MANAGEMENT COMPANY, a

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

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

Management and the REIT are collectively referred to herein as "BORROWERS"),

LEHMAN COMMERCIAL PAPER INC., as Administrative Agent (in such capacity, the

"ADMINISTRATIVE AGENT"), as Syndication Agent and as a Lender, each lender

from time to time party thereto and LEHMAN BROTHERS INC., as Sole Lead

Arranger and Bookrunner.



                              W I T N E S S E T H:

                              - - - - - - - - - -



                  WHEREAS, pursuant to the Credit Agreement, the Lenders have

agreed to make, and have made, certain Loans and other extensions of credit

to the Borrowers;



                  WHEREAS, the Borrower has requested that the Lenders agree

to make certain amendments to the Credit Agreement;



                  WHEREAS, the Lenders have agreed to make such amendments

solely upon the terms and conditions provided for in this Amendment;



                  NOW, THEREFORE, the parties hereto agree as follows:



                  1. DEFINED TERMS. Unless otherwise noted herein, terms

defined in the Credit Agreement and used herein shall have the meanings given

to them in the Credit Agreement.



                  2. AMENDMENTS TO SECTION 1.01 OF THE CREDIT AGREEMENT

(DEFINED TERMS).



                  (a) Section 1.01 of the Credit Agreement is hereby amended

by inserting the following new definitions in the appropriate alphabetical

order:



                  "COLLATERAL AGENT" means Bank of America, in its capacity as

          Collateral Agent under the Intercreditor Agreement and the Borrowers

          Pledge Agreement, or any successor Collateral Agent pursuant to

          Section 11.01(g).



                  "COLLECTIVE OBLIGATIONS" means, collectively, the Obligations

          owing under this Agreement, the obligations owing under the Revolving

          Credit Agreement and the obligations owing under the Term Loan Credit

          Agreement.



                  "FIFTH AMENDMENT" means the Fifth Amendment to the Interim

          Credit Agreement, dated as of May 30, 2003, among Borrowers, Lenders

          and the Administrative Agent.



{Page}



                  "FIFTH AMENDMENT EFFECTIVE DATE" means the "Effective Date"

          as defined in the Fifth Amendment.



                  "LENDER GROUP" means, collectively, the Lenders, the Term

          Lenders and the Lenders (as defined in the Revolving Credit

          Agreement).



                  "OMNIBUS BORROWERS PLEDGE AGREEMENT" means the Borrowers

          Pledge Agreement executed and delivered by the Borrower Parties

          party thereto in connection with this Agreement, the Revolving

          Credit Agreement and the Term Loan Credit Agreement, substantially

          in the form of EXHIBIT G-2 annexed hereto, as such Borrowers Pledge

          Agreement may thereafter be amended, supplemented or otherwise

          modified from time to time.



                  "TERM LENDERS" means the lenders from time to time party to

          the Term Loan Credit Agreement.



                  "TERM LOAN CREDIT AGREEMENT" means that certain Term Loan

          Credit Agreement, dated as of May 30, 2003, by and among Borrowers,

          Bank of America, N.A., as administrative agent, and the other

          financial institutions party thereto.



                  "TERM LOAN DOCUMENTS" means the Term Loan Credit Agreement

          and the "Loan Documents" as defined therein, as amended from time

          to time in accordance with the Intercreditor Agreement.



                  (b) Section 1.01 of the Credit Agreement is hereby further

amended by deleting each defined term listed below in its entirety and

replacing it with its respective new definition, as follows:



                  "2003 TERM LOAN" means a term credit facility provided to

          the Borrowers and AIMCO/Bethesda Holdings, Inc. pursuant to that

          certain Term Loan Credit Agreement, dated as of May 30, 2003, by

          and among Borrowers, AIMCO/Bethesda Holdings, Inc., Bank of

          America, as administrative agent, and the financial institutions

          party thereto. The intercreditor relationship between the lenders

          under the 2003 Term Loan, the lenders under the Revolving Credit

          Agreement and the Lenders shall be governed by the Intercreditor

          Agreement.



                  "ADJUSTED TOTAL NOI" means, for any period, Borrowers', the

          Guarantors' and their respective downstream Affiliates' pro-rata

          share of Net Operating Income, including the Borrowers',

          Guarantors' and their respective downstream Affiliates' pro-rata

          share of Net Operating Income from unconsolidated Persons, LESS the

          Capital Expenditure Reserve as of the last day of such period.



                  "BORROWER PARTY" means Borrowers or any Person from time to

          time party to a Loan Document other than (x) Lenders and any

          Affiliates of Lenders, Administrative Agent, Collateral Agent,

          Syndication Agent, or the Lead Arranger; (y) the Lenders (as

          defined in the Revolving Credit Agreement) party to the Revolving

          Credit Agreement; and (z) the Term Lenders party to the Term Loan

          Credit Agreement.



                                      2



{Page}



                  "BORROWERS PLEDGE AGREEMENT" means collectively (i) the

          Borrowers Pledge Agreement executed and delivered by the Borrower

          Parties party thereto on March 11, 2002, substantially in the form

          of EXHIBIT G annexed to the Credit Agreement, and (ii) the Ominibus

          Borrowers Pledge Agreement, as such borrowers pledge agreements may

          thereafter be amended, supplemented or otherwise modified from time

          to time.



                  "COLLATERAL DOCUMENTS" means the Borrowers Pledge Agreement

          and all other instruments or documents delivered by Borrowers or

          any of their Subsidiaries pursuant to this Agreement or any of the

          other Loan Documents in order to grant to Administrative Agent on

          behalf of the Lenders, or Collateral Agent, on behalf of Lender

          Group, a Lien on any real, personal or mixed property of that

          Person as security for all or a portion of the Collective

          Obligations.



                  "GP LOANS" means that certain Indebtedness loaned by AIMCO

          to its Affiliates, whether secured or unsecured, evidenced by GP

          Loan Notes in an aggregate principal amount of approximately

          $469,558,455 outstanding as of March 31, 2003 and such Indebtedness

          is set forth in more detail on SCHEDULE 1.01B hereto.



                  "INTERCREDITOR AGREEMENT" means the Amended and Restated

          Intercreditor and Collateral Agency Agreement entered into as of

          May 30, 2003 between Borrowers, Administrative Agent, borrowers to

          the Term Loan Credit Agreement, Bank of America, N.A., in its

          capacity as administrative agent under the Term Loan Credit

          Agreement, borrowers party to the Revolving Credit Agreement, and

          Revolver Administrative Agent, and Collateral Agent, attached

          hereto as Exhibit L, as amended from time to time, as provided

          therein. The Intercreditor Agreement shall be binding on and inure

          to the benefit of each lender in the Lender Group.



                   "PLEDGED COLLATERAL" means any and all Property upon which

          a Lien is purported to be created by any Collateral Document to

          secure the Collective Obligations of the Borrowers pursuant to the

          Collateral Documents and subject to the Intercreditor Agreement.



                  (c)      Section 1.01 of the Credit Agreement is hereby

further amended by deleting the following definitions in their entirety:



                  (i)      "CASDEN PLEDGED COLLATERAL";



                  (ii)     "PARK LA BREA CONSTRUCTION DEBT";



                  (iii)    "PARK VISTA CONSTRUCTION FINANCING"; and



                  (iv)     "VILLA AZURE CONSTRUCTION FINANCING".



                  (d) Section 1.01 of the Credit Agreement is hereby further

amended by deleting the word "2000" from the definition of "AUDITED FINANCIAL

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