Underwriting Agreement (2001)Full Document 

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                             UNDERWRITING AGREEMENT



                                                                   July 17, 2001


Apartment Investment and Management Company
2000 South Colorado Boulevard
Suite 2-1000
Denver, Colorado 80222

AIMCO Properties, L.P.
2000 South Colorado Boulevard
Suite 2-1000
Denver, Colorado 80222

Dear Sirs and Mesdames:

         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 3,600,000 of its Class R
Cumulative Preferred Stock, par value $0.01 per share (the "Initial Equity
Securities"). The Company also proposes to issue and sell to the Underwriters
not more than 540,000 additional shares of its Class R Cumulative Preferred
Stock, par value $0.01 per share (the "Equity Optional Securities," and together
with the Initial Equity Securities, the "Equity Securities").

         Subject to the terms and conditions set forth or incorporated by
reference herein, the Company hereby agrees to sell to the several Underwriters,
and each Underwriter agrees, severally and not jointly, to purchase from the
Company the respective number of Initial Equity Securities set forth below
opposite such Underwriter's names at a purchase price of $25 per share of Equity
Security:





Name                                                                     Number of Initial Equity Securities
                                                                      
Morgan Stanley & Co. Incorporated                                                     562,500
Prudential Securities Incorporated                                                    562,500
Raymond James & Associates, Inc.                                                      562,500
UBS Warburg LLC                                                                       562,500
Bear, Stearns & Co. Inc.                                                              180,000
Robertson Stephens, Inc.                                                              180,000
Tucker Anthony Incorporated                                                           180,000



   2



                                                                                
Advest Inc.                                                                            45,000
A.G. Edwards & Sons, Inc.                                                              45,000
BB&T Capital Markets, a Division of Scott &
  Stringfellow                                                                         45,000
CIBC World Markets Corp.                                                               45,000
CL King & Associates, Inc.                                                             45,000
Fahnestock & Co. Inc.                                                                  45,000
Ferris, Baker Watts Inc.                                                               45,000
Janney Montgomery Scott LLC                                                            45,000
Josephthal & Co. Inc.                                                                  45,000
McDonald Investments Inc., a KeyCorp
  Company                                                                              45,000
Mesirow Financial, Inc.                                                                45,000
The Robinson-Humphrey Company, LLC                                                     45,000
Ryan, Beck & Co. LLC                                                                   45,000
Southwest Securities, Inc.                                                             45,000
Stifel, Nicolaus & Company Incorporated                                                45,000
US Bancorp Piper Jaffray Inc.                                                          45,000
Wells Fargo Van Kasper, LLC                                                            45,000
The Williams Capital Groups, L.P.                                                      45,000
                                                                                       ------

Total                                                                                3,600,000
                                                                                     =========



         On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company also agrees to
sell the Underwriters the Equity Optional Securities, and the Underwriters shall
have a one-time right to purchase, severally and not jointly, up to 540,000 of
Equity Optional Securities. If the Underwriters elect to exercise such option,
the Underwriters shall so notify the Company in writing not later than 30 days
after the date of this Agreement, which notice shall specify the number of
Equity Optional Securities to be purchased by the Underwriters and the date on
which such shares are to be purchased. Such date may be the same as the Closing
Date (as defined below) but not earlier than the Closing Date nor later than ten
business days after the date of such notice. Equity Optional Securities may be
purchased as provided solely for the purpose of covering overallotments made in
connection with the offering of the Equity Securities. If any Equity Optional
Securities are to be purchased, each Underwriter agrees, severally and not
jointly, to purchase the number of Equity Optional Securities (subject to such
adjustments to eliminate fractional shares as the Manager may determine) that
bears the same proportion to the total number of Equity Optional Securities to
be purchased as the number of Initial Equity Securities set forth above opposite
the name of such Underwriter bears to the total number of Initial Equity
Securities to be purchased.


         The Underwriters will pay for the Equity Securities upon delivery
thereof at Mayer, Brown & Platt, 190 South LaSalle Street, Chicago, Illinois at
10:00 a.m. (New York City time) on July 20, 2001, or at such other time, not
later than 5:00 p.m. (New York City time) on July 27,

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