ITEM 1.01. Entry Into a Material Definitive Agreement.
On August 4, 2009, Apartment Investment and Management Company, a Maryland corporation ("Aimco"), AIMCO Properties, L.P., a Delaware limited partnership ("Aimco OP"), and AIMCO/Bethesda Holdings, Inc., a Delaware corporation
("AIMCO/Bethesda") (collectively with Aimco and Aimco OP, the "Borrowers")
entered into the Seventh Amendment to the Amended and Restated Senior Secured Credit Agreement, dated as of August 4, 2009 (the "Seventh Amendment"), among the Borrowers, the pledgors and guarantors named therein and the lenders party thereto. The Seventh Amendment modifies that certain Amended and Restated Senior Secured Credit Agreement dated as of November 2, 2004 (as amended, the "Credit Agreement"), among the Borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto.
The Seventh Amendment permits the Borrowers to prepay and retire term loans under the Credit Agreement at a discount for a period of up to one year after the effective date of the Seventh Amendment (August 4, 2009). Such prepayment must be effected pursuant to offers made to lenders in accordance with procedures outlined in the Seventh Amendment. There can be no assurance that the Borrowers will make an offer to prepay term loans at a discount or that if the Borrowers do make such an offer, that lenders will accept such an offer.
A copy of the Seventh Amendment is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) The following exhibits are filed with this report:

Exhibit Number Description 10.1 Seventh Amendment to Senior Secured Credit Agreement, dated as of August 4, 2009, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the Borrowers, the pledgors and guarantors named therein and the lenders party thereto.

---