0001047469-04-029888 Sample Contracts

UNDERWRITING AGREEMENT
Apartment Investment & Management Co • September 29th, 2004 • Real estate investment trusts • New York

We (the "Manager") are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the "Underwriters"), and we understand that Apartment Investment and Management Company, a Maryland corporation (the "Company"), proposes to issue and sell to the Underwriters 3,000,000 shares of its Class V Cumulative Preferred Stock (the "Initial Equity Securities"). The Company also proposes to issue and sell to the Underwriters not more than 450,000 additional shares of its Class V Cumulative Preferred Stock (the "Equity Optional Securities," and together with the Initial Equity Securities, the "Equity Securities").

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EXCHANGE AGREEMENT DATED AS OF SEPTEMBER 24, 2004 AMONG SECURITY CAPITAL PREFERRED GROWTH INCORPORATED, APARTMENT INVESTMENT AND MANAGEMENT COMPANY AND AIMCO PROPERTIES, L.P.
Exchange Agreement • September 29th, 2004 • Apartment Investment & Management Co • Real estate investment trusts • Illinois

This EXCHANGE AGREEMENT (this "Agreement") is made as of the 24th day of September, 2004 by and among Apartment Investment and Management Company, a Maryland corporation (the "Company"), AIMCO Properties, L.P., a Delaware limited partnership (the "Operating Partnership"), and Security Capital Preferred Growth Incorporated, a Maryland corporation (the "Investor").

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