APARTMENT INVESTMENT & MANAGEMENT CO
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>a2117370zex-10_5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>
<Page>
                                                                  EXHIBIT 10.5



                      AMENDED AND RESTATED PAYMENT GUARANTY



                  This AMENDED AND RESTATED PAYMENT GUARANTY ("GUARANTY") is
made as of May 30, 2003, by the undersigned entities (each a "GUARANTOR") in
favor of BANK OF AMERICA, N.A. ("BANK OF AMERICA"), as Administrative Agent for
itself and the lenders ("LENDERS") from time to time party to the Credit
Agreement (as hereinafter defined) (in such capacity, "ADMINISTRATIVE AGENT"),
which amends and restates each of the Payment Guaranty (Casden Guarantors) and
the Payment Guaranty (Revolver Guarantors), each dated as of March 11, 2002 and
as amended, supplemented or otherwise modified prior to the date hereof, among
the respective parties.

                               FACTUAL BACKGROUND

                  The Lenders have made a $400,000,000 credit facility available
to Apartment Investment and Management Company, a Maryland corporation ("REIT")
AIMCO Properties L.P., a Delaware limited partnership ("AIMCO"), AIMCO/Bethesda
Holdings, Inc., a Delaware corporation ("AIMCO/BETHESDA"), and NHP Management
Company, a District of Columbia corporation ("NHP MANAGEMENT") (the REIT, AIMCO,
AIMCO/Bethesda and NHP Management are collectively referred to as "BORROWERS"),
in accordance with the Fourth Amended and Restated Credit Agreement dated as of
March 11, 2002, as amended to date including as amended by that certain Fifth
Amended and Restated Credit Agreement, dated as of February 14, 2003, that
certain First Amendment to Fifth Amended and Restated Credit Agreement, dated as
of May 9, 2003, and that certain Second Amendment to Fifth Amended and Restated
Credit Agreement dated as of May 30, 2003, (as amended to date the "CREDIT
AGREEMENT"), by and among Borrowers, Bank of America (as Administrative Agent),
Fleet National Bank (as Syndication Agent), First Union National Bank (as
Documentation Agent), Banc of America Securities LLC and Fleet Securities Inc.,
as Co-Lead Arrangers and Banc of America Securities LLC, as Sole Book Manager,
and the other Lenders from time to time party thereto. In connection with the
Credit Agreement, the Borrowers have obtained this Guaranty from the Guarantors.
Capitalized terms used but not defined herein will have the meanings set forth
in the Credit Agreement. As used herein, the term "FACILITY" shall refer
individually to each of the credit facilities available to the Borrowers under
the Credit Agreement.

                                    GUARANTY

                  1.       GUARANTY OF LOAN

                  (a) ABSOLUTE GUARANTY. Each Guarantor absolutely,
unconditionally and irrevocably guaranties to Administrative Agent and the
Lenders as primary obligors the full payment of the Indebtedness (as hereinafter
defined), and unconditionally agrees to pay to Administrative Agent and the
Lenders the full amount of the Indebtedness. This is a guaranty of payment, not
of collection. If Borrowers default in the payment when due of the Indebtedness
or any part of it, each Guarantor will in lawful money of the United States pay
to Administrative Agent and the Lenders, on demand, all sums due and owing on
the Indebtedness, including all interest, charges, fees and other sums, costs
and expenses.


                                       H-1
<Page>


                  (b) Anything contained in this Guaranty to the contrary
notwithstanding, the obligations of each Guarantor under this Guaranty shall be
limited to a maximum aggregate amount equal to the largest amount that would not
render its obligations hereunder subject to avoidance as a fraudulent transfer
or conveyance under Section 548 of Title 11 of the United States Code or any
applicable provisions of comparable state law (collectively, the "FRAUDULENT
TRANSFER LAWS"), in each case after giving effect to all other liabilities of
such Guarantor, contingent or otherwise, that are relevant under the Fraudulent
Transfer Laws (specifically excluding, however, any liabilities of such
Guarantor (x) in respect of intercompany indebtedness to Borrowers or other
affiliates of Borrowers to the extent that such indebtedness would be discharged
in an amount equal to the amount paid by such Guarantor hereunder and (y) under
any guaranty of subordinated Indebtedness which guaranty contains a limitation
as to maximum amount similar to that set forth in this Section 1, pursuant to
which the liability of such Guarantor hereunder is included in the liabilities
taken into account in determining such maximum amount) and after giving effect
as assets to the value (as determined under the applicable provisions of the
Fraudulent Transfer Laws) of any rights to subrogation, reimbursement,
indemnification or contribution of such Guarantor pursuant to applicable law or
pursuant to the terms of any agreement.

                  2. LOAN. In this Guaranty, the term "Indebtedness" is broadly
defined to mean and include all primary, secondary, direct, indirect, fixed and
contingent obligations of Borrowers to pay principal, interest (including
post-petition interest in any proceeding under debtor relief laws at the rate or
in the amount otherwise applicable thereto whether or not such interest is an
allowed claim in any such proceeding), prepayment charges, breakage costs, late
charges, loan fees and any other fees, charges, sums, costs and expenses that
may be owing at any time under the Loan Documents, as any or all of such
obligations may from time to time be modified, amended, extended or renewed. If
the amount outstanding under the Indebtedness is determined by a court of
competent jurisdiction, that determination shall be conclusive and binding on
each Guarantor, regardless of whether such Guarantor was a party to the
proceeding in which the determination was made or not.

                  3. RIGHTS OF ADMINISTRATIVE AGENT AND THE LENDERS. Each
Guarantor authorizes Administrative Agent or any Lender to perform any or all of
the following acts at any time in its sole discretion, all without notice to
such Guarantor and without affecting such Guarantor's obligations under this
Guaranty:

                  (a) Administrative Agent or the Requisite Lenders may alter
         any terms of the Indebtedness or any part of it, including renewing,
         compromising, extending or accelerating, or otherwise changing the time
         for payment of, or increasing or decreasing the rate of interest on,
         the Indebtedness or any part of it.

                  (b) Subject to the Intercreditor Agreement, Administrative
         Agent or any Lender may take and hold security for the Indebtedness or
         this Guaranty, accept additional or substituted security for either,
         and subordinate, exchange, enforce, waive, release, compromise, fail to
         perfect and sell or otherwise dispose of any such security in
         accordance with the terms of the Indebtedness.


                                       H-2
<Page>
                  (c) Subject to the Intercreditor Agreement, Administrative
         Agent or any Lender may direct the order and manner of any sale of all
         or any part of any security now or later to be held for the
         Indebtedness or this Guaranty, and Administrative Agent or any Lender
         may also bid at any such sale.

                  (d) Subject to the Intercreditor Agreement, Administrative
         Agent or any Lender may apply any payments or recoveries from
         Borrowers, Guarantors or any other source, and any proceeds of any
         security, to Borrowers' obligations under the Loan Documents in such
         manner, order and priority as Administrative Agent or such Lender may
         elect, whether or not those obligations are guarantied by this Guaranty
         or secured at the time of the application.

                  (e) Subject to the Intercreditor Agreement, Administrative
         Agent or any Lender may release Borrowers of their liability for the
         Indebtedness or any part of it.

                  (f) Subject to the Intercreditor Agreement, Administrative
         Agent or any Lender may substitute, add or release any one or more
         Guarantors, other guarantors or endorsers.

                  (g) In addition to the Indebtedness, Administrative Agent or
         any Lender may extend other credit to Borrowers, and may take and hold
         security for the credit so extended, all without affecting any
         Guarantor's liability under this Guaranty.

                  4. GUARANTY TO BE ABSOLUTE.  Each Guarantor expressly
agrees that until the Indebtedness is paid and performed in full and each and
every term, covenant and condition of this Guaranty is fully performed, such
Guarantor shall not be released by or because of:

                  (a) Any act or event (other than payment and performance in
         full of the Indebtedness) which might otherwise discharge, reduce,
         limit or modify such Guarantor's obligations under this Guaranty;

                  (b) Any waiver, extension, modification, forbearance, delay or
         other act or omission of Administrative Agent or any Lender, or its
         failure to proceed promptly or otherwise as against Borrowers, any
         Guarantor or any security;

                  (c) Any action, omission or circumstance that might increase
         the likelihood that such Guarantor may be called upon to perform under
         this Guaranty or that might affect the rights or remedies of such
         Guarantor as against Borrowers;

                  (d) Any dealings occurring at any time between Borrowers and
         Administrative Agent or any Lender, whether relating to the
         Indebtedness or otherwise; or

                  (e) Any action of Administrative Agent or any Lender described
         in Section 3 above.

                  Each Guarantor hereby acknowledges that absent this Section 4,
such Guarantor might have a defense to the enforcement of this Guaranty as a
result of one or more of the foregoing acts, omissions, agreements, waivers or
matters. Each Guarantor hereby expressly


                                       H-3
<Page>

waives and surrenders any defense to its liability under this Guaranty based
upon any of the foregoing acts, omissions, agreements, waivers or matters. It
is the purpose and intent of this Guaranty that the obligations of each
Guarantor under it shall be absolute and unconditional under any and all
circumstances.

                  5. GUARANTORS' WAIVERS.  Each Guarantor waives:

                  (a) All statutes of limitations as a defense to any action or
         proceeding brought against such Guarantor by Administrative Agent or
         any Lender, to the fullest extent permitted by law;

                  (b) Any right it may have to require Administrative Agent or
         any Lender to proceed against Borrowers, proceed against or exhaust any
         security held from Borrowers, or pursue any other remedy in
         Administrative Agent's or any Lender's power to pursue;

                  (c) Any defense based on any claim that such Guarantor's
         obligations exceed or are more burdensome than those of Borrowers;

                  (d) Any defense based on: (i) any legal disability of
         Borrowers, (ii) any release, discharge, modification, impairment or
         limitation of the liability of Borrowers to Administrative Agent or any
         Lender from any cause, whether consented to by Administrative Agent or
         any Lender or arising by operation of law or from any bankruptcy or
         other voluntary or involuntary proceeding, in or out of court, for the
         adjustment of debtor-creditor relationships ("Insolvency Proceeding"),
         and (iii) any rejection or disaffirmance of the Indebtedness, or any
         part of it, or any security held for it, in any such Insolvency
         Proceeding;

                  (e) Any defense based on any action taken or omitted by
         Administrative Agent or any Lender in any Insolvency Proceeding
         involving Borrowers, including any election to have Administrative
         Agent's or that Lender's claim allowed as being secured, partially
         secured or unsecured, any extension of credit by Lender to Borrowers in
         any Insolvency Proceeding, and the taking and holding by Administrative
         Agent or any Lender of any security for any such extension of credit;

                  (f) All presentments, demands for performance, notices of
         nonperformance, protests, notices of protest, notices of dishonor,
         notices of acceptance of this Guaranty and of the existence, creation,
         or incurring of new or additional indebtedness, and demands and notices
         of every kind except for any demand or notice by Administrative Agent
         or any Lender to such Guarantor expressly provided for in Section 1;

                  (g) Any defense based on or arising out of any defense that
         Borrowers may have to the payment or performance of the Indebtedness or
         any part of it (other than indefeasible payment in full); and

                  (h) Any defense based on or arising out of any action of
         Administrative Agent or any Lender described in Sections 3 or 4 above.


                                       H-4
<Page>

                  6.  WAIVERS OF SUBROGATION AND OTHER RIGHTS.

                  (a) During the existence of an Event of Default, subject to
         the Intercreditor Agreement and the other Collateral Documents,
         Administrative Agent or any Lender (subject to Section 8.02 of the
         Credit Agreement), without prior notice to or consent of any Guarantor,
         may elect to: (i) foreclose either judicially or nonjudicially against
         any real or personal property security it may hold for the
         Indebtedness, (ii) accept a transfer of any such security in lieu of
         foreclosure, (iii) compromise or adjust the Indebtedness or any part of
         it or make any other accommodation with Borrowers or Guarantors, or
         (iv) exercise any other remedy against Borrowers or any security. No
         such action by Administrative Agent or any Lender shall release or
         limit the liability of Guarantors, who shall remain liable under this
         Guaranty after the action, even if the effect of the action is to
         deprive Guarantors of any subrogation rights, rights of indemnity, or
         other rights to collect reimbursement from Borrowers for any sums paid
         to Administrative Agent or any Lender, whether contractual or arising
         by operation of law or otherwise. Each Guarantor expressly agrees that
         under no circumstances shall it be deemed to have any right, title,
         interest or claim in or to any real or personal property to be held by
         Administrative Agent or any Lender or any third party after any
         foreclosure or transfer in lieu of foreclosure of any security for the
         Indebtedness.

                  (b) Regardless of whether any Guarantor may have made any
         payments to any Administrative Agent or Lender, each Guarantor hereby
         waives: (i) all rights of subrogation, all rights of indemnity, and any
         other rights to collect reimbursement from Borrowers for any sums paid
         to Administrative Agent or any Lender, whether contractual or arising
         by operation of law (including the United States Bankruptcy Code or any
         successor or similar statute) or otherwise, (ii) all rights to enforce
         any remedy that Lender may have against Borrowers, and (iii) all rights
         to participate in any security now or later to be held by
         Administrative Agent or any Lender for the Indebtedness, in each case
         until the full and indefeasible payment and performance of all
         Indebtedness, and all obligations of the Guarantors hereunder.

                  (c) Each Guarantor waives all rights and defenses arising out
         of an election of remedies by the Administrative Agent or any Lender,
         even though that election of remedies may affect such Guarantor's
         rights of subrogation and reimbursement against the Borrowers by the
         operation of law or otherwise. In addition, each Guarantor waives all
         rights and defenses that such Guarantor may have because the Borrowers'
         indebtedness is secured by real property. This means, among other
         things, that Administrative Agent and the Lenders may collect from such
         Guarantor without first foreclosing on any real or personal property
         collateral pledged by the Borrowers.

                  7. REVIVAL AND REINSTATEMENT. If Administrative Agent or any
Lender is required to pay, return or restore to Borrowers or any other person
any amounts previously paid on the Indebtedness because of any Insolvency
Proceeding of Borrowers, any stop notice or any other reason, the obligations of
Guarantors shall be reinstated and revived and the rights of Administrative
Agent and such Lender shall continue with regard to such amounts, all as though
they had never been paid.


                                       H-5
<Page>

                  8. INFORMATION REGARDING BORROWERS. Before signing this
Guaranty, each Guarantor investigated the financial condition and business
operations of Borrowers and such other matters as such Guarantor deemed
appropriate to assure itself of Borrowers' ability to discharge their
obligations under the Loan Documents. Each Guarantor assumes full responsibility
for that due diligence, as well as for keeping informed of all matters that may
affect Borrowers' ability to pay and perform their obligations to the
Administrative Agent and the Lenders. Neither Administrative Agent nor any
Lender has any duty to disclose to any Guarantor any information which such
party may have or receive about Borrowers' financial condition, business
operations, or any other circumstances bearing on their ability to perform.

                  9. SUBORDINATION. Any rights of Guarantors, whether now
existing or later arising, to receive payment on account of any indebtedness
(including interest) owed to any of them by Borrowers or any Guarantor thereof
or to receive any payment from Borrowers or any such Guarantor other than those
payments or distributions permitted under Sections 7.07 and 7.10 of the Credit
Agreement shall at all times be subordinate as to lien and time of payment and
in all other respects to the full and prior repayment of the Indebtedness. No
Guarantor shall be entitled to enforce or receive payment of any sums hereby
subordinated until the Indebtedness has been paid and performed in full and any
such sums received in violation of this Guaranty shall be received by such
Guarantor in trust for the Administrative Agent and the Lenders.

                  10. FINANCIAL INFORMATION. Each Guarantor shall keep true and
correct financial books and records, using generally accepted accounting
principles which are applicable to the circumstances as of the date of
determination, or such other accounting principles as the Requisite Lenders in
their reasonable judgment may find acceptable from time to time. Each Guarantor
represents, warrants and covenants to Administrative Agent and the Lenders that
all financial information with respect to such Guarantor delivered or to be
delivered to Administrative Agent and the Lenders by the Borrowers with respect
to such Guarantor under Section 6.01 of the Credit Agreement is or shall be true
and correct and fairly presents or will fairly present the financial position of
such Guarantor for the applicable period in accordance with GAAP except as
otherwise noted therein. Each Guarantor shall promptly provide Administrative
Agent and the Lenders with any additional audited financial information that
such Guarantor may obtain, and such other information concerning its affairs and
properties as Administrative Agent or any Lender may reasonably request,
including, without limitation, signed copies of any tax returns if requested by
Administrative Agent or the Lenders.

                  11. GUARANTORS' REPRESENTATIONS AND WARRANTIES. Each Guarantor
represents and warrants that:

                  (a) All financial statements delivered to Administrative Agent
         or the Lenders were or will be prepared in accordance with generally
         accepted accounting principles, which are applicable to the
         circumstances as of the date of determination, or such other accounting
         principles as may be acceptable to the Requisite Lenders at the time of
         their preparation;

                  (b) There has been no material adverse change in such
         Guarantor's financial condition since the dates of the statements most
         recently furnished to Administrative Agent and the Lenders; and



                                       H-6
<Page>

                  (c) All representations and warranties given on behalf of or
         with respect to such Guarantor contained in SECTION 5 of the Credit
         Agreement and in any other Loan Document or certification made in
         connection with the Credit Agreement are true and correct.

                  12. COVENANTS OF GUARANTORS. Each Guarantor covenants and
agrees that it shall comply with and perform all covenants given on behalf of or
with respect to such Guarantor (whether expressly or as a Subsidiary) contained
in Sections 6 and 7 of the Credit Agreement and in all other Loan Documents.

                  13. INTENTIONALLY OMITTED.

                  14. INTENTIONALLY OMITTED.

                  15. AUTHORIZATION; NO VIOLATION. Each Guarantor is authorized
to execute, deliver and perform under this Guaranty, which is a valid, binding,
and enforceable obligation of such Guarantor in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting creditor's rights
generally. The execution, delivery and performance of this Guaranty are not in
violation of any applicable law, regulation or ordinance, or any order or ruling
of any court or governmental agency applicable to such Guarantor. The Guaranty
does not conflict with, or constitute a breach or default under, any agreement
to which such Guarantor is a party.

                  16. ADDITIONAL AND INDEPENDENT OBLIGATIONS. Each Guarantor's
obligations under this Guaranty are in addition to its obligations under any
future guaranties, each of which shall remain in full force and effect until it
is expressly modified or released in a writing signed by Administrative Agent
and consented to by the Lenders. Each Guarantor's obligations under this
Guaranty are independent of those of Borrowers on the Indebtedness. Subject to
Section 8.02 of the Credit Agreement, Administrative Agent or the Lenders may
bring a separate action, or commence a separate arbitration proceeding against
each Guarantor without first proceeding against Borrowers, any other person or
any security that Administrative Agent or any Lender may hold, and without
pursuing any other remedy. None of Administrative Agent's or any Lender's rights
under this Guaranty shall be exhausted by any action by Administrative Agent or
any Lender until the Indebtedness has been paid and performed in full in cash.

                  17. NO WAIVER; CONSENTS; CUMULATIVE REMEDIES. Each waiver by
Administrative Agent or the Lenders must be in writing, and no waiver shall be
construed as a continuing waiver. No waiver shall be implied from Administrative
Agent's or any Lender's delay in exercising or failure to exercise any right or
remedy against Borrowers, any Guarantor or any security. Consent by
Administrative Agent or the Lenders to any act or omission by Borrowers or any
Guarantor shall not be construed as a consent to any other or subsequent act or
omission, or as a waiver of the requirement for Administrative Agent's or the
Lenders' consent to be obtained in any future or other instance. All remedies of
Administrative Agent and each Lender against Borrowers and Guarantors are
cumulative.

                  18. NO RELEASE. Except as otherwise provided in Section 1, no
Guarantor shall be released, in whole or in part, from its obligations under
this Guaranty except by a writing


                                       H-7
<Page>

signed by Administrative Agent and the requisite consent of Lenders as
specifically required under the Credit Agreement, if any.

                  19. HEIRS, SUCCESSORS AND ASSIGNS; PARTICIPATIONS. The terms
of this Guaranty shall bind and benefit the heirs, legal representatives,
successors and assigns of Administrative Agent, the Lenders and Guarantors;
provided, however, that no Guarantor may assign this Guaranty, or assign or
delegate any of its rights or obligations under this Guaranty, without the prior
written consent of Administrative Agent in each instance. Without notice to or
the consent of Guarantors, Administrative Agent and any Lender may disclose any
and all information in its possession concerning Guarantors, this Guaranty and
any security for this Guaranty to any actual or prospective purchaser of any
securities issued or to be issued by Administrative Agent or such Lender, and to
any actual or prospective purchaser or assignee of any participation or other
interest in the Indebtedness and this Guaranty; provided each recipient of such
information agrees to be bound by the confidentiality provisions of Section
10.17 of the Credit Agreement for the benefit of the Borrowers and the
Guarantors.

                  20. NOTICES.

                  (a) DELIVERY. All notices, requests and other communications
         provided for hereunder shall be in writing (including, unless the
         context expressly otherwise provides, telegraphic, telex, facsimile
         transmission or cable communication) and mailed, telegraphed, telexed
         or delivered to the recipient's address specified on the signature
         pages hereof, or to such other address as shall be designated by such
         party in a written notice to the other party.

                  (b) RECEIPT. All such notices and communications shall, when
         transmitted by overnight delivery, telegraphed, telecopied by
         facsimile, telexed or cabled, be effective when delivered for overnight
         delivery or to the telegraph company, transmitted by telecopier,
         confirmed by telex answerback or delivered to the cable company,
         respectively, or if delivered, upon delivery.

                  (c) RELIANCE. Administrative Agent and each Lender shall be
         entitled to rely on the authority of any person purporting to be a
         person authorized by Guarantors to give such notice, and neither
         Administrative Agent nor any Lender shall have any liability to any
         Guarantor or any other person on account of any action taken or not
         taken by Administrative Agent or such Lender in reliance upon such
         telephonic or facsimile notice. The obligation of each Guarantor
         hereunder shall not be affected in any way or to any extent by any
         failure by Lender to receive written confirmation of any telephonic or
         facsimile notice or the receipt by Administrative Agent or a Lender of
         a confirmation which is at variance with the terms understood by
         Administrative Agent or such Lender to be contained in the telephonic
         or facsimile notice.

                  21. RULES OF CONSTRUCTION. In this Guaranty, the word
"Borrowers" includes both the named Borrowers and any other person who at any
time assumes or otherwise becomes primarily liable for all or any part of the
obligations of the named Borrowers on the Indebtedness. If this Guaranty is
executed by more than one person, the word "Guarantors" includes all such
persons. The word "include(s)" means "include(s), without limitation," and the



                                       H-8
<Page>

word "including" means "including, but not limited to." When the context and
construction so require, all words used in the singular shall be deemed to have
been used in the plural and vice versa. No listing of specific instances, items
or matters in any way limits the scope or generality of any language of this
Guaranty. All headings appearing in this Guaranty are for convenience only and
shall be disregarded in construing this Guaranty.

                  22. GOVERNING LAW. This Guaranty shall be governed by, and
construed in accordance with, the laws of the State of California, without
regard to its choice of law rules.

                  23. COSTS AND EXPENSES. If any lawsuit or arbitration is
commenced which arises out of, or which relates to this Guaranty, the Loan
Documents or the Indebtedness, the prevailing party shall be entitled to recover
from each other party such sums as the court or arbitrator may adjudge to be
reasonable attorneys' fees (including allocated costs for services of in-house
counsel) in the action or proceeding, in addition to costs and expenses
otherwise allowed by law. In all other situations, including any Insolvency
Proceeding, the Guarantors agree to pay all of the Administrative Agent's and
each Lender's costs and expenses, including attorneys' fees (including allocated
costs for services of the Administrative Agent's and each Lender's in-house
counsel) which may be incurred in any effort to collect or enforce the
Indebtedness or any part of it or any term of this Guaranty. Without limiting
any rights of the Administrative Agent or Lenders under the Credit Agreement
and/or the Intercreditor Agreement, all amounts of any kind due and payable
under this Guaranty (whether for principal, interest, and other costs under the
Indebtedness, or for costs, fees, and expenses for which the Guarantors are
directly responsible hereunder, or otherwise) shall accrue interest from the
time the Administrative Agent or the Lenders make demand therefor hereunder
until paid in full in cash to such Administrative Agent or the Lenders at the
Base Rate, as defined in the Credit Agreement, plus three percentage points
(3%), except to the extent that any such amounts are then accruing interest
under the Indebtedness, in which case such Base Rate plus 3% interest rate shall
not be applied if the effect would be to compound the interest to which such
obligations are subject to under the Indebtedness.

                  24. COVENANT. Each Guarantor hereby agrees that it will make
dividend payments on its outstanding preferred stock with its excess cash to the
extent such cash is not required by such Guarantor for its business, consistent
with prudent business practices and its cash requirements.

                  25. INTEGRATION; MODIFICATIONS. This Guaranty (a)
integrates all the terms and conditions mentioned in or incidental to this
Guaranty, (b) supersedes all oral negotiations and prior writings with
respect to its subject matter, and (c) is intended by each Guarantor,
Administrative Agent and the Lenders as the final expression of the agreement
with respect to the terms and conditions set forth in this Guaranty and as
the complete and exclusive statement of the terms agreed to by each
Guarantor, Administrative Agent and the Lenders. No representation,
understanding, promise or condition shall be enforceable against any party
hereto unless it is contained in this


                                       H-9
<Page>


Guaranty. This Guaranty may not be modified except in a writing signed by
both Administrative Agent (with the consent of the Requisite Lenders) and
each Guarantor, subject to the Intercreditor Agreement. No course of prior
dealing, usage of trade, parol or extrinsic evidence of any nature shall be
used to supplement, modify or vary any of the terms hereof. As between
Administrative Agent and the Lenders only, nothing contained in this Guaranty
shall alter the rights and obligations among Administrative Agent and the
Lenders set forth in the Credit Agreement.

                  26. MISCELLANEOUS.  The illegality or unenforceability of
one or more provisions of this Guaranty shall not affect any other provision.
 Time is of the essence in the performance of this Guaranty by Guarantors.

                  27. CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST GUARANTORS ARISING OUT OF OR RELATING TO
THIS GUARANTY, OR ANY OBLIGATIONS HEREUNDER, MAY BE BROUGHT IN ANY STATE COURT
OF COMPETENT JURISDICTION IN THE STATE OF CALIFORNIA OR IN THE UNITED STATES
DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA. BY EXECUTING AND
DELIVERING THIS GUARANTY, EACH GUARANTOR, FOR ITSELF AND IN CONNECTION WITH ITS
PROPERTIES, IRREVOCABLY (I) ACCEPTS GENERALLY AND UNCONDITIONALLY THE
NONEXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (II) WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS; (III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH
PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO SUCH GUARANTOR AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH
SECTION 20; (IV) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (III) ABOVE IS
SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER SUCH GUARANTOR IN ANY SUCH
PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING
SERVICE IN EVERY RESPECT; (V) AGREES THAT ADMINISTRATIVE AGENT RETAINS THE RIGHT
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS
AGAINST SUCH GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION; (VI) AGREES THAT
THE PROVISIONS OF THIS SECTION 27 RELATING TO JURISDICTION AND VENUE SHALL BE
BINDING AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER CALIFORNIA CODE
OF CIVIL PROCEDURE SECTION 410.40 OR OTHERWISE; AND (VII) WAIVES, TO THE MAXIMUM
EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
LEGAL ACTION OR PROCEEDING REFERRED TO IN THIS SECTION ANY SPECIAL, EXEMPLARY,
PUNITIVE OR CONSEQUENTIAL DAMAGES.

                  28. WAIVER OF JURY TRIAL. EACH GUARANTOR AND ADMINISTRATIVE
AGENT HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY. The
scope of this waiver is intended to be all-encompassing of any and all
disputes that may be filed in any court and that relate to the subject matter
of this transaction, including without limitation contract claims, tort
claims, breach of duty claims, and all other common law and statutory claims.
Each Guarantor and Administrative Agent acknowledge that this waiver is a
material inducement for Guarantors and Administrative Agent to enter into a
business relationship, that Guarantors and Administrative Agent have already
relied on this waiver in entering into this Guaranty and that each will
continue to rely on this waiver in their related future dealings. Each
Guarantor and Administrative Agent further warrant and represent that each
has reviewed this waiver with its legal counsel, and that each knowingly and



                                       H-10
<Page>

voluntarily waives its jury trial rights following consultation with legal
counsel. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED
EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER
SPECIFICALLY REFERRING TO THIS SECTION 28 AND EXECUTED BY EACH OF THE PARTIES
HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS GUARANTY. In the event of litigation,
this Guaranty may be filed as a written consent to a trial by the court.

                  29. PROVISIONAL REMEDIES, SELF-HELP AND FORECLOSURE. No
provision of this Guaranty shall limit the right of any party to exercise
self-help remedies such as setoff, foreclosure against or sale of any real or
personal property collateral or security.

                   [Remainder of page intentionally left blank]











                                       H-11
<Page>

IN WITNESS WHEREOF, the undersigned has executed and delivered this Guaranty
as of the date on the first page.

                       [Signature pages from the Company]

<Page>

AIMCO/BETHESDA HOLDINGS ACQUISITIONS, INC.
AIMCO/BETHESDA HOLDINGS ACQUISITIONS II, INC.
AIMCO/NHP HOLDINGS, INC.
NHP A&R SERVICES, INC.
AIMCO/NHP PROPERTIES, INC.
OXFORD HOLDING CORPORATION
OXFORD REALTY FINANCIAL GROUP, INC.

By:      /s/ Peter K. Kompaniez
   -------------------------------
     Peter K. Kompaniez
     President

                         REVOLVER GUARANTY SIGNATURE PAGES
<Page>

AIMCO/BETHESDA GP, L.L.C.
AIMCO/BETHESDA EMPLOYEE, L.L.C.
AIMCO/BETHESDA II, LLC
AIMCO/AKRON ONE, L.L.C.
AIMCO/ALLENTOWN, L.L.C.
AIMCO/ALLVIEW, L.L.C.
AIMCO/APOLLO, L.L.C.
AIMCO/AUGUSTA, L.L.C.
AIMCO/BEACH, L.L.C.
AIMCO/BEVILLE, L.L.C.
AIMCO/BRANDERMILL, L.L.C.
AIMCO/BRANDON, L.L.C.
AIMCO/CASSELBERRY, L.L.C.
AIMCO/CHARLESTON, L.L.C.
AIMCO/CHICKASAW, L.L.C.
AIMCO/CHIMNEYTOP, L.L.C.
AIMCO/FARMINGDALE, L.L.C.
AIMCO/FOX VALLEY, L.L.C.
AIMCO/GREENSBORO, L.L.C.
AIMCO/GREENVILLE, L.L.C.
AIMCO/KETTERING, L.L.C.
AIMCO/KINGS, L.L.C.
AIMCO/KIRKMAN, L.L.C.
AIMCO/LAKE RIDGE, L.L.C.
AIMCO/LAKERIDGE CALIFORNIA, L.L.C.
AIMCO/LANTANA, L.L.C.
AIMCO/LAUREL, L.L.C.
AIMCO/LEXINGTON, L.L.C.
AIMCO/MIDDLETOWN, L.L.C.
AIMCO/NASHUA, L.L.C.
AIMCO/NEWPORT, L.L.C.
AIMCO/NORTH WOODS, L.L.C.
AIMCO/OCALA, L.L.C.
AIMCO/PALM AIRE, L.L.C.
AIMCO/PALM BEACH, L.L.C.
AIMCO/PINELLAS, L.L.C.
AIMCO/RUNAWAY BAY, L.L.C.
AIMCO/SALEM, L.L.C.
AIMCO/SAN BRUNO, L.L.C.
AIMCO/SCHAUMBURG, L.L.C.
AIMCO/SOUTHRIDGE, L.L.C.
AIMCO/SPARTANBURG, L.L.C.
AIMCO/TIDEWATER, L.L.C.
AIMCO/WESTRIDGE, L.L.C.
AIMCO/BETHESDA WILLIAMSBURG, L.L.C.

By:      AIMCO Properties, L.P.,
         as their Sole Member

         By:      AIMCO-GP, Inc.
         Its:     General Partner

By:  /s/ Peter K. Kompaniez
   -------------------------------
     Peter K. Kompaniez
     President

<Page>

AIMCO ANCHORAGE, L.P.
AIMCO BAY CLUB, L.P.
AIMCO BRIDGEWATER, L.P.
AIMCO COLONEL I, L.P.
AIMCO COPPERFIELD, L.P.
AIMCO CROWS NEST, L.P.
AIMCO GROUP, L.P.
AIMCO HAMPTON HILL, L.P.
AIMCO HASTINGS PLACE, L.P.
AIMCO LT, L.P.
AIMCO OAK FALLS, L.P.
AIMCO PARK AT CEDAR LAWN, L.P.
AIMCO PEPPERMILL PLACE, L.P.
AIMCO RECOVERY FUND, L.P.
AIMCO SEASIDE POINT, L.P.
AIMCO SIGNATURE POINT, L.P.
AIMCO STIRLING COURT, L.P.
AIMCO SUNBURY, L.P.
AIMCO TOWNSHIP AT HIGHLANDS, L.P.
AIMCO/TRAVIS ONE, L.P.
AIMCO UT, L.P.
AIMCO WEST TRAILS, L.P.

By:      AIMCO Holdings, L.P.,
         as their General Partner

         By:      AIMCO Holdings QRS, Inc.,
                  its General Partner

                  By: /s/ Peter K. Kompaniez
                     --------------------------
                      Peter K. Kompaniez
                      President

<Page>

AIMCO BAY CLUB II, L.P.

By:      AIMCO Bay Club, L.P.,
         its General Partner

         By:      AIMCO Holdings, L.P.,
                  as its General Partner

         By:      AIMCO Holdings QRS, Inc.,
                  its General Partner

                  By: /s/ Peter K. Kompaniez
                     --------------------------
                      Peter K. Kompaniez
                      President

AIMCO HOLDINGS, L.P.

By:      AIMCO Holdings QRS, Inc.,
         its General Partner

         By:  /s/ Peter K. Kompaniez
            ----------------------------
              Peter K. Kompaniez
              President

<Page>

AMBASSADOR CRM FLORIDA PARTNERS LIMITED PARTNERSHIP

By:      Ambassador Apartments, L.P.,
         as its General Partner

         By:      AIMCO Properties, L.P.,
                  as its General Partner

                  By:      AIMCO-GP, Inc.,
                           as its General Partner

                           By: /s/ Peter K. Kompaniez
                              ------------------------------
                               Peter K. Kompaniez
                               President

AMBASSADOR I, L.P.

By:      Ambassador I, Inc.,
         its General Partner

         By:  /s/ Peter K. Kompaniez
             --------------------------
              Peter K. Kompaniez
              President

AMBASSADOR II, L.P.

By:      Ambassador II, Inc.,
         its General Partner

         By:  /s/ Peter K. Kompaniez
             --------------------------
              Peter K. Kompaniez
              President

AMBASSADOR VIII, L.P.

By:      Ambassador VIII, Inc.,
         its General Partner

         By:  /s/ Peter K. Kompaniez
            ----------------------------
              Peter K. Kompaniez
              President


<Page>

AMBASSADOR IX, L.P.

By:      Ambassador IX, Inc.,
         its General Partner

         By:  /s/ Peter K. Kompaniez
            ---------------------------
              Peter K. Kompaniez
              President

AMBASSADOR APARTMENTS, L.P.

By:      AIMCO Properties, L.P.,
         as its General Partner

         By:      AIMCO-GP, Inc.,
                  its General Partner

                  By: /s/ Peter K. Kompaniez
                     ---------------------------
                      Peter K. Kompaniez
                      President

AMBASSADOR X, L.P.

By:      Ambassador X, Inc.,
         its General Partner

         By:  /s/ Peter K. Kompaniez
             --------------------------
              Peter K. Kompaniez
              President

WILLIAMSBURG LIMITED PARTNERSHIP

By:      Ambassador IX, L.P.,
         its Managing General Partner

         By:      Ambassador IX, Inc.,
                  its General Partner

                  By: /s/ Peter K. Kompaniez
                     --------------------------
                      Peter K. Kompaniez
                      President

<Page>

PROPERTY ASSET MANAGEMENT SERVICES-CALIFORNIA, LLC

By:      NHP Management Company,
         its Managing Member

         By:  /s/ Ronald D. Monson
             ----------------------------
              Ronald D. Monson
              President

NHP/CONGRESS MANAGEMENT LIMITED PARTNERSHIP

By:      NHP-HG Six, Inc.,
         its General Partner

         By:  /s/ Ronald D. Monson
             -------------------------
              Ronald D. Monson
              President

NPI-AP MANAGEMENT, L.P.

By:      NPI Property Management Corporation,
         its Managing General Partner

         By:  /s/ Ronald D. Monson
             -------------------------
              Ronald D. Monson
              President

AIMCO IPLP, L.P.

By:      AIMCO/IPT, Inc.,
         its General Partner

         By:  /s/ Peter K. Kompaniez
             --------------------------
              Peter K. Kompaniez
              President

<Page>

AIMCO CALHOUN, INC.
AIMCO COLORADO RESIDENTIAL GROUP, INC.
AIMCO HOLDINGS QRS, INC.
AIMCO LJ TUCSON, INC.
AIMCO PROPERTIES FINANCE CORP.
AIMCO/BRANT ROCK, INC.
AIMCO/BEACON HILL, INC.
AIMCO/BLOSSOMTREE, INC.
AIMCO/COLONNADE, INC.
AIMCO/FOOTHILLS, INC.
AIMCO/FOXTREE, INC.
AIMCO/FREEDOM PLACE, INC.
AIMCO/GROVETREE, INC.
AIMCO/HIDDENTREE, INC.
AIMCO/IPT, INC.
AIMCO/ISLANDTREE, INC.
AIMCO/OLMOS, INC.
AIMCO/ORCHIDTREE, INC.
AIMCO/OTC QRS, INC.
AIMCO/PINE CREEK, INC.
AIMCO/POLO PARK, INC.
AIMCO/QUAILTREE, INC.
AIMCO/RIVERCREST, INC.
AIMCO/SAND CASTLES, INC.
AIMCO/SAND PEBBLE, INC.
AIMCO/SHADETREE, INC.
AIMCO/SHADOW LAKE, INC.
AIMCO/SILKTREE, INC.
AIMCO/SURREY OAKS, INC.
AIMCO/TALL TIMBERS, INC.
AIMCO/THE HILLS, INC.
AIMCO/TIMBERTREE, INC.
AIMCO/WICKERTREE, INC.
AIMCO/WILDFLOWER, INC.
AIMCO/WINDSOR LANDING, INC.
AIMCO/WOODHOLLOW, INC.
AIMCO/WYDEWOOD, INC.
AIMCO/YORKTREE, INC.
AIMCO-LP, INC.
AIMCO-GP, INC.
AMBASSADOR I, INC.
AMBASSADOR II, INC.
AMBASSADOR IV, INC.
AMBASSADOR V, INC.
AMBASSADOR VIII, INC.
AMBASSADOR TEXAS, INC.
AMBASSADOR X, INC.
AMBASSADOR XI, INC.
AMBASSADOR FLORIDA PARTNERS INC.
ANGELES REALTY CORPORATION II
NHP MULTI-FAMILY CAPITAL CORPORATION
NHP REAL ESTATE CORPORATION
A.J. TWO, INC.
AIMCO EQUITY SERVICES, INC.
NHP-HDV TEN, INC.
NHP-HDV FOURTEEN, INC.
SF GENERAL, INC.
CPF XIV/ST. CHARLESTON, INC.
CPF XIV/TORREY PINES, INC.
CPF XIV/SUN RIVER, INC.
CPF XV/LAKESIDE PLACE, INC.
CONCAP EQUITIES, INC.
CONCAP HOLDINGS, INC.
PRA, INC.
NATIONAL PROPERTY INVESTORS, INC.


By:  /s/ Peter K. Kompaniez
    ---------------------------
     Peter K. Kompaniez
     President

<Page>

DBL PROPERTIES CORPORATION

By:  /s/ Peter K. Kompaniez
    ---------------------------
     Peter K. Kompaniez
     President


By:  /s/ Paul J. McAuliffe
    ---------------------------
     Paul J. McAuiffe
     Executive Vice President

AIMCO GP LA, L.P.

By:      AIMCO-GP, Inc.,
         a Delaware corporation
Its:     General Partner

         By:  /s/ Peter K. Kompaniez
            --------------------------
              Peter K. Kompaniez
              President

AIMCO LP LA, L.P.

By:      AIMCO LA QRS, Inc.,
         a Delaware corporation
Its:     General Partner

         By:  /s/ Peter K. Kompaniez
             ---------------------------
              Peter K. Kompaniez
              President

<Page>

LAC PROPERTIES OPERATING PARTNERSHIP, L.P.

By:      AIMCO GP LA, L.P.,
         a Delaware limited partnership
Its:     General Partner

         By:      AIMCO-GP, Inc.,
                  a Delaware corporation
         Its:     General Partner

                  By: /s/ Peter K. Kompaniez
                     -----------------------------
                      Peter K. Kompaniez
                      President

AIC REIT PROPERTIES LLC,
a Delaware limited liability company

By:      AIMCO Properties, L.P.,
         a Delaware limited partnership
Its:     Sole Manager

         By:      AIMCO-GP, Inc.,
                  a Delaware corporation
         Its:     General Partner

                  By: /s/ Peter K. Kompaniez
                     -----------------------------
                      Peter K. Kompaniez
                      President

<Page>

AIMCO LA QRS, INC.
MAYER MANAGEMENT, INC.
MAYER PROPERTY SERVICES, INC.
AIMCO PARK LA BREA INC.
LA BROADCAST CENTER QRS INC.
LA CANYON TERRACE QRS INC.
LA CREEKSIDE QRS INC.
LA CRESCENT GARDENS QRS INC.
LA INDIAN OAKS QRS INC.
LA LAKES QRS INC.
LA MALIBU CANYON QRS INC.
LA HILLCRESTE QRS INC.
LA TOPANGA QRS INC.
LA CENTINELA QRS INC.
LAC PROPERTIES QRS II INC.
LAC PROPERTIES QRS III INC.

By:  /s/ Peter K. Kompaniez
   -----------------------------------
     Peter K. Kompaniez
     President

NHPMN STATE MANAGEMENT, INC.,
a Delaware corporation

By:  /s/ Paul J. McAuliffe
   -----------------------------------
     Paul J. McAuliffe
     Executive Vice President and
     Chief Financial Officer

NHPMN MANAGEMENT, L.P.,
a Delaware limited partnership

By:      NHPMN-GP, Inc.,
         a Delaware corporation
Its:     General Partner

         By:  /s/ Paul J. McAuliffe
            --------------------------
              Paul J. McAuliffe
              Executive Vice President and
              Chief Financial Officer

<Page>

NHPMN MANAGEMENT, LLC,
a Delaware limited liability company

By:      NHP Management Company,
         a District of Columbia corporation
Its:     General Member and General Manager

         By:  /s/ Paul J. McAuliffe
            ---------------------------------
              Paul J. McAuliffe
              Executive Vice President and
              Chief Financial Officer

NHPMN-GP, INC.,
a Delaware corporation

By:  /s/ Paul J. McAuliffe
    ------------------------------------
     Paul J. McAuliffe
     Executive Vice President and
     Chief Financial Officer

OP PROPERTY MANAGEMENT, L.P.,
a Delaware limited partnership

By:      NHPMN-GP, Inc.,
         a Delaware corporation
Its:     Managing General Partner

         By:  /s/ Paul J. McAuliffe
            ------------------------------------
              Paul J. McAuliffe
              Executive Vice President and
              Chief Financial Officer

<Page>

OP PROPERTY MANAGEMENT, LLC,
a Delaware limited liability company

By:      AIMCO Properties, L.P.,
         a Delaware limited partnership
Its:     General Member and General Manager

         By:      AIMCO-GP, Inc.,
                  a Delaware corporation
         Its:     General Partner

                  By: /s/ Paul J. McAuliffe
                     ---------------------------------
                      Paul J. McAuliffe
                      Executive Vice President and
                      Chief Financial Officer

LAC PROPERTIES GP I LIMITED PARTNERSHIP,
a Delaware limited partnership

By:      LAC Properties GP I LLC,
         a Delaware limited liability company
Its:     General Partner

         By:      LAC Properties Operating Partnership L.P.,
                  a Delaware limited partnership
         Its:     Managing Member

                  By:      AIMCO GP LA, L.P.,
                           a Delaware limited partnership
                  Its:     General Partner

                           By:      AIMCO-GP, Inc.,
                                    a Delaware corporation
                           Its:     General Partner

                                    By: /s/ Paul J. McAuliffe
                                       ----------------------------
                                        Paul J. McAuliffe
                                        Executive Vice President and
                                        Chief Financial Officer

<Page>

LAC PROPERTIES GP II LIMITED PARTNERSHIP,
a Delaware limited partnership

By:      LAC Properties QRS II Inc.,
         a Delaware corporation
Its:     General Partner

         By: /s/ Paul J. McAuliffe
            -------------------------------
              Paul J. McAuliffe
              Executive Vice President and
              Chief Financial Officer

LAC PROPERTIES SUB LLC,
a Delaware limited liability company

By:      LAC Properties Operating Partnership L.P.,
         a Delaware limited partnership
Its:     Managing Member

         By:      AIMCO GP LA, L.P.,
                  a Delaware limited partnership
         Its:     General Partner

                  By:      AIMCO-GP, Inc.,
                           a Delaware corporation
                  Its:     General Partner

                           By: /s/ Paul J. McAuliffe
                              ----------------------------
                               Paul J. McAuliffe
                               Executive Vice President and
                               Chief Financial Officer

<Page>

LA CENTINELA GP LLC,
a Delaware limited liability company

By:      LA Centinela QRS Inc.,
         a Delaware corporation
Its:     Managing Member

         By:  /s/ Paul J. McAuliffe
             ------------------------------
              Paul J. McAuliffe
              Executive Vice President and
              Chief Financial Officer

</TEXT>
</DOCUMENT>
